LA CONSTITUCIóN DE LA COMUNIDAD COHOUSING. DISTINTAS ALTERNATIVAS JURÍDICAS

The Group has realized significant growth in recent years, while maintaining a high level of profitability and a sound financial structure. Its success is the result of a number of factors that the Group believes make it unique in the international flooring market. The competitive strengths that have contributed to its profitable growth include the following:

• Global Market Leadership. The Group occupies leading positions in its core businesses and geographic regions. While the Group is the number three flooring company worldwide (based on 2013 sales), the Group’s main competitors focus their operations either in North America or Europe and generally concentrate on a more limited number of products. Scale is essential in the Group’s markets, providing raw material purchasing power (particularly for PVC, plasticizers and polyurethane) and allowing the Group to leverage research and innovation investments. The Group is the number one vinyl flooring company worldwide and the number one global supplier of sports surfaces. It is also the leading flooring company in Russia and more generally in the CIS, as well as in a number of major European countries, including France and Sweden. In each of the Group’s principal geographic regions, it is one of the few flooring suppliers with the local scale and critical mass necessary to invest in design, innovation and marketing capabilities that give it an advantage in responding to local tastes and demand. The Group believes it has one of the broadest product offerings in the flooring industry, including vinyl, linoleum, wood and laminate, commercial carpet and rubber products, featuring one of the strongest brand portfolios, which is critical to the success of its multi-brand distribution strategy. The breadth of the Group’s product range allows it to create fully integrated flooring solutions that companies with less diverse offerings cannot match. The Group believes its product and technology development capabilities and in-house research and innovation teams are best-in-class, allowing it to provide innovative products that are tailored to the needs and demands

of each of its markets, while promoting environmentally responsible solutions that keep it ahead of regulatory and industry norms. The Group’s intellectual property portfolio includes 162 patents, including 15 biomaterials patents filed since 2010.

• Attractive Geographical Footprint with Substantial Growth Potential. The Group has the widest geographical reach among its peers, with thousands of customers and end-users in over 100 countries and production and sales facilities close to one another in Europe, North America, the CIS countries, Latin America and Asia. It has built its geographical footprint through substantial investments realized over many years.

Today, this is a unique differentiating factor and essential to the Group’s lasting success, for the following reasons:

ο The Group is able to capture growth wherever it arises—it can take advantage of the budding economic recovery in the United States; the substantial stock of residential flooring that requires renovation in Russia; the most innovative market segments in Northern Europe, France and Germany (its presence in Southern Europe represents less than 2.3% of Group consolidated net sales); and the early stage markets for sophisticated commercial flooring products in China and Brazil.

ο The Group is intimately familiar with the local tastes and design and technical preferences that drive market demand, allowing it to tailor its product range and obtain a competitive advantage over suppliers who do not have the same scale and presence.

ο The Group’s local manufacturing capacity in each of its principal regional markets allows it to enhance customer service by reducing lead times, while optimizing transportation costs, minimizing customs duties and limiting working capital requirements.

The Group’s success in Russia and the other countries of the CIS provides a stark example of these advantages. Over many years, the Group has developed marketing capabilities that provide it with close relationships with key distributors, retailers and installers. Its service centers allow it to cover the vast expanse of the region efficiently and with a high level of customer service. It has local manufacturing capacity, unique among international flooring suppliers, which gives it a competitive cost base and allows its products to satisfy stringent legal and regulatory requirements. Replicating these investments today would be difficult and require a substantial amount of time.

• Balanced Geographic and End-Market Exposure Providing Resilience to Cycles.

The Group’s broad product range allows it to offer flooring solutions that are adapted to meet varied technical specifications, budgets, safety and design requirements, opening up a broad range of attractive end-markets (housing, health care, education, offices, stores and shops, hospitality and sports). Approximately 80% of the Group’s product sales, in terms of square meters, are for renovation projects, a market that is subject to less volatility than the new construction market. The Group serves residential and commercial end-users in roughly equal proportions and sells its products to vast numbers of customers worldwide, with little concentration risk; in 2013, no single customer represented more than 5% of the Group’s consolidated net revenues. The Group believes its unique product range, diversified exposure to attractive end-markets, extensive customer base and global footprint reduce its dependence on any one industry, region or sector of the economy.

• Scale and Execution Excellence Across the Value Chain Providing Strong Competitive Advantages. The Group’s global reach and size enable it to remain close to customers, leverage research and innovation and benchmark best practices across the Group’s global operations. The Group seeks to leverage its scale through the following initiatives, among others:

ο Its three regional design teams continuously monitor local trends to adapt product designs and meet customer preferences. The Group’s sales force of approximately 1,300 is in regular contact with distributors and retailers, providing them with the selection, quality, brands and service that make the Group’s products an attractive choice for their end-user customers.

ο The Group maintains close long-term relationships with architects, designers, installers and contractors, who play an essential role in the choice of flooring solutions, particularly in the commercial market. The Group’s training programs for building sector professionals and installers—”Tarkett Academies”—develop loyalty to its brands and ensure that end-users receive installation services commensurate with the quality of the Group’s products.

ο The Group’s World Class Manufacturing (WCM) program, managed by a dedicated team that regularly visits and benchmarks the Group’s operating units, spreads expertise and best practices while ensuring quality, operational optimization, cost efficiency and best-in-class service.

• Track Record of Profitable Growth, Strong Cash Flow Generation and Return on Capital Employed (ROCE). Building on the strengths described above, the Group has demonstrated a consistent ability to grow profitably, both organically and externally, even through periods of economic downturn. It has, for example, successfully integrated 12 acquisitions over the past five years. Since 2007, consolidated net revenues and adjusted EBITDA have grown at a compounded annual growth rate of 3.2% and 5.3%, respectively, with consolidated net revenues growing at a compounded annual growth rate of 10.2% since 2009 (including external growth).

The Group has maintained an adjusted EBITDA margin in the range of 9.2% to 12.3%

since 2007, which it believes is more stable than that of most of its key competitors.

Over the 2007 to 2013 period, the diversification of the Group’s business allowed it to limit the volatility of its adjusted EBITDA margin during the financial crisis. The Group’s profitability has been enhanced by the productivity improvement aspects of the WCM program, which include reducing raw material costs and streamlining operations. As an example, the Group has reduced the number of PVC products that it purchases, which allows it more easily to substitute suppliers in order to negotiate prices, thereby limiting costs. The WCM program has generated approximately €40 million of incremental cost savings per year between 2010 and 2013 and has the potential to deliver significant additional benefits in the coming years. The Group’s profitable operations, combined with disciplined asset management, have translated into strong cash generation and return on capital employed. The Group’s cash flow generation ratio (which it defines as adjusted EBITDA, plus or minus changes in working capital, minus ongoing capital expenditures, divided by adjusted EBITDA) averaged 70% over the 2010 to 2013 period, and ROCE (which the Group defines as earnings before interest and tax divided by the sum of tangible and intangible assets (including goodwill) and working capital) has averaged 14.7% over the past six years,

allowing the Group to maintain a strong financial structure and giving it the financial capacity to invest in future development.

• Experienced and International Management Team Leading a Decentralized and Agile Organization. The Group’s internationally diverse management team is deep and has extensive experience, leading the Company in an entrepreneurial spirit. The current management team has been instrumental in the successful implementation of the Group’s internal development strategy, while successfully managing several turnaround projects (such as the sports surface segment and European wood business), and acquiring and integrating 12 targets over the past five years. The management team includes a mix of experience in the flooring business as well as in other industries such as the automotive and chemicals sectors. The efforts of the Group’s management team have received the strong backing of the Group’s family shareholder, which has supported the Company as it has grown and remains its largest shareholder.

6.1.3 Strategy

The Group’s vision is to be the global leader in innovative flooring and sports surface solutions that generate value for customers in a sustainable way. The Group creates safe and inspiring flooring and sports surfaces that enhance its customers’ return on investment and quality of life.

The Group’s goal is to grow faster and be more profitable than its competitors in comparable geographies or market segments.

The Group intends to achieve these objectives by taking advantage of regional growth opportunities, expanding its offerings of innovative products and solutions, selectively seeking complementary acquisitions, and constantly optimizing operational performance.

• Regional Growth. The Group intends to take advantage of its strong positions in key markets to benefit from anticipated regional growth.

ο In North America, the Group’s growth strategy is centered on taking advantage of the recovery underway to grow across the board in its residential, commercial and sports businesses. The Group has maintained a long-standing strategy of positioning itself with products that best enable it to realize the potential of this market. This was demonstrated most recently by the acquisition of Tandus, which has made the Group a leader in the North American commercial carpet market and provides it with future cross-sales synergy opportunities in the United States, with potential additional synergies in Europe and a manufacturing facility in China.

ο In the CIS region, the Group intends to take advantage of its leading position, brand recognition and unique local manufacturing capacity to tap growth in a market that is estimated to have approximately two billion square meters of residential flooring in need of refurbishing in Russia alone. As a large majority of Russian citizens own their own housing, home improvements represent one of the top uses of disposable income. The Group also believes that the commercial flooring market shows significant potential, as many commercial end-users that initially used residential products to cut costs have found those products ill-suited to the heavy traffic of commercial establishments. The ever more stringent regulatory norms and standards being applied in Russia should also favor a high-quality supplier such as the Group.

ο In Europe, where the economic outlook is less certain, the Group believes that the industrial adaptation processes that it has put in place over the past few years position it well to benefit from medium-and long-term economic growth while maintaining strong market positions and good levels of profitability in the near-term. In this respect, Tarkett has made significant investments in its European design and manufacturing capabilities to fully capture the strong growth of the LVT market.

ο In other high-potential markets such as Asia Pacific and Latin America, the Group is looking to take a disciplined and selective approach in order to capture profitable growth potential with increased penetration of resilient products. In particular, the Group believes there is potentially strong future demand in China and Brazil for high-quality commercial resilient products where its innovation and added value provide a differentiating factor that should serve it well as it develops in these markets. The Group also expects to take advantage of the Tandus manufacturing facility to expand its Asian business.

• Expansion Through New Products and Collections. The Group intends to build on its long history of innovation, which dates back to the 1940s, when it first introduced three-layer hardwood flooring, continuing into the 1950s, with its offering of durable vinyl flooring and a wide choice of decorations, and then into the 1990s, with the launch of the first infilled artificial turf for athletes, and into recent years, with the Group’s creation of various ecologically sustainable flooring solutions. The Group currently maintains one international research and innovation center and numerous product and process development labs, and employs 150 individuals who are fully dedicated to research and innovation (R&I). The Group also has a scientific council that brings together its senior R&I officers with external scientists, professors and other experts to review and challenge its technology roadmap, and maintains formal partnerships with suppliers to involve them in the R&I process. The Group’s future product innovation and development efforts are focused on renewing its offer with projects that it believes have significant market potential and ecologically sustainable qualities. Going forward, the Group is looking to expand its LVT capabilities to gain strong market positions worldwide, launch phthalate-free products for all European vinyl products in 2014, take advantage of the upcoming replacement market in artificial turf in North America and boost the Group’s landscaping activities.

• M&A Growth Potential and Integration Upside. The Group plans to continue its strategy of complementing its internal development with targeted acquisitions, which it has successfully used to accelerate its profitable growth through a broader product portfolio of solutions, as well as through an expanded presence in fast-growing markets. The Group’s acquisition strategy focuses on targets that allow for immediate leverage of their industrial and commercial strengths, taking advantage of the expertise of existing management whenever it is feasible and sensible to do so. Going forward, the Group will continue to apply its disciplined approach by targeting profitable, growth-oriented acquisitions that serve similar or complementary markets to its own, with a view to reinforcing its portfolio of products and solutions, expanding into new geographies, leveraging industry consolidation in its existing markets and seeking immediate synergies.

• Constant Operational Optimization. The Group focuses on operational optimization throughout its business. This strategy involves a constant effort to improve the

Group’s day-to-day operational processes, as well as the implementation of turnaround action plans where required.

ο The Group’s ongoing optimization strategy involves constantly seeking ways to improve manufacturing efficiency, such as through continued implementation of the WCM program. The Group believes its WCM program has the potential to produce significant additional cost savings through initiatives such as geographical optimization of raw material sourcing. For example, the Group is seeking to take advantage of low petrochemical prices in the United States resulting from the shale gas boom to benchmark its PVC and plasticizer pricing in other markets, even if the Group currently continues to source PVC supplies in Europe. The Group also maintains a dedicated WCM team that compares methods and procedures between sites, helps local teams at each manufacturing site implement the program, adapts the program to local specificities and time in the most economical way. It is in the process of completing the rollout of its SAP system, with a goal of becoming the industry reference for supply chain management.

ο The Group’s optimization strategy also includes taking affirmative measures where necessary to ensure that its existing businesses successfully weather changing economic and market conditions. The Group has largely achieved the turnaround of its Sports Surfaces segment, which went from negative adjusted EBITDA of €11 million in 2011 to positive adjusted EBITDA of €15 million in 2013. The Group is restructuring its European wood business through initiatives such as transferring parts of the manufacturing of wood products sold in Scandinavia to a site in Ukraine, which is closer to the source of the raw materials, allowing the Group to reduce its transportation costs (especially since raw wood carries substantial volumes of water) and manufacturing costs. The Group is also consolidating its U.S. production of vinyl tile products into its Florence, Alabama, facility in order to reduce overall costs, and expects to complete this process in mid-2014. Going forward, the Group expects to complete the efforts already underway and continue to implement restructuring initiatives such as these when necessary.