Page 5 - SONEPAR 2021 - AcquisitionBook

INTRODUCTION
ACQUISITION GOVERNANCE
PHASE 1:
PRSTERLIAMTIENGAICRY ANPHALAYSSEIS
PHASE 2:
EXPLORATORY PHASE
PHASE 3:
LETTER OF INTENT
PHASE 4:
DUE DILIGENCE
PHASE 5:
SALE & PURCHASE AGREEMENT
PHASE 6: CLOSING
PHASE 7:
INTEGRATION & FOLLOW-UP
The Acquisition process is available in Appendix 1.
INVESTMENT COMMITTEE
SONEPAR CORPORATE BOARD
All acquisitions must be approved by the INVESTMENT COMMITTEE at 2 stages of the acquisition process:
➜ before signing a LOI with a seller;
➜ after finalization of DUE DILIGENCES and before
signing the SPA.
INVESTMENT COMMITTEE MEMBERS
➜ GROUP Chief Executive Officer.
➜ GROUP Chief Financial Officer.
➜ GROUP General Counsel.
➜ GROUP M&A Director.
➜ Guest: any other SONEPAR managers depending on the nature of the acquisition.
WHO PRESENTS THE ACQUISITION?
Regional Presidents present acquisition projects to the INVESTMENT COMMITTEE.
DOCUMENTATION
The decision will be made based on the presentation of the following documents:
➜ BUSINESS CASE;
➜ ACQUISITION SHEET;
➜ executive summary of the DUE DILIGENCE reports when requesting final approval.
This documentation must be reviewed and vetted by the HQ M&A team and distributed to the INVESTMENT COMMITTEE before the INVESTMENT COMMITTEE meeting.
The following cases will require prior authorization by the SONEPAR Corporate Board (Conseil d’Orientation):
➜ entry into new countries;
➜ any acquisition with a purchase price of over
€250 million.
SONEPAR - ACQUISITION MANUAL - 2021 - FOR INTERNAL USE ONLY 3