Public Tender Offer for Braas Monier Building Group S.A.

SEPTEMBER 15, 2016

2

This presentation has been prepared by Standard Industries, Inc. (“Standard Industries”) and is for information purposes only. This

presentation neither constitutes an invitation to sell, nor an offer to purchase, securities of Braas Monier Building Group S.A.’s (“Braas

Monier”) or Standard Industries. This presentation contains summary information only and does not purport to be comprehensive and is

not intended to be (and should not be used as) the basis of any analysis or other evaluation. No representation or warranty (express or

implied) is made as to, and no reliance should be placed on, any information, including projections, estimates, targets and opinions,

contained herein, and no liability whatsoever is accepted as to any errors, omissions or misstatements contained herein. Braas Monier

was not involved in the preparation of this presentation.

This presentation contains historical and forward-looking statements. All statements other than statements of historical fact are, or may

be deemed to be, forward-looking statements. Similarly, statements that describe Standard Industries and Braas Monier objectives,

goals and current expectations are also forward-looking statements. These statements do not represent facts and are characterized by

words such as “expect,” “believe,” “estimate,” “intend,” “aim,” “assume” or similar words. Certain information contained herein is based

on assumptions and other factors which may not prove to be appropriate or accurate and the actual results of Standard Industries and

Braas Monier could differ materially from those contemplated by the relevant forward-looking statements as a result of risks and

uncertainties, many of which are outside of the control of Standard Industries and Braas Monier. Accordingly, no assurance can be

given by Standard Industries that the projected results or events can, or will, be realized. Standard Industries undertakes no obligation

to update any forward-looking statement or projection to reflect subsequent events or circumstances. In addition, Standard Industries

makes no representation or warranty to any party. By accepting this presentation you acknowledge the foregoing.

This presentation is not for release, publication or distribution (in whole or in part) in, into or from any jurisdiction where such release,

publication or distribution would constitute a violation of the relevant laws of such jurisdiction.

Important Notice

3

Public Tender Offer Summary

1. As of Sep. 13, 2016; VWAP calculated as simple avg. of daily XETRA volume weighted avg. price per share per Bloomberg during market hours; 30 days represents trading days; 3 month represents the calendar period

2. Enterprise value includes unfunded book value of pension obligations

3. 2016 Enterprise Value / EBITDA multiple assumes 2016 EBITDA of €207m, based on consensus analyst research

Offer/Premium

• €25.00 per share in cash for each outstanding share of Braas Monier

– 15.0% premium to XETRA unaffected share price of €21.741

– 16.5% premium to 30-day VWAP of €21.471

– 14.5% premium to 3-month VWAP of €21.841

• Offer implies a Braas Monier equity value of €981m and enterprise value of €1,871m2

– 9.0x ‘16E EV/EBITDA offer multiple3 reflects significant premium to comparable peers

• Standard Industries’ available liquidity ensures 100% cash confirmationFinancing

• Acceptance period will commence following approval of the Offer Document by BaFin (German regulator)

• For illustrative purposes only, planned acceptance period between October 18 and November 16 with an additional

potential acceptance period between November 22 and December 5

Timing

• Key shareholders have signed irrevocable undertakings to tender at the offer price, resulting in total commitments of

approximately 40% of the outstanding sharesOwnership

Key Offer Conditions

• All cash offer

• No minimum acceptance threshold

• Customary material adverse change provision

• Other customary conditions

4

Summary Transaction Benefits

• Provides Braas Monier with a broad suite of roofing and waterproofing solutions with the benefit of geographic

diversification and scale

• Mitigates company and market-specific uncertainty including evolving consumer preferences and the impact of new

technologies, as well as the impact of post-Brexit environment, timing of the market recovery and share price volatility

• Ensures continued robust investment and innovation across the company and through the business cycle

Braas Monier

• Provides access to a broad suite of roofing and waterproofing solutions

• Improves service experience with extensive infrastructure designed to meet increasingly complex technology and

logistics needs

• Sustains robust investment and creates new collaboration opportunities in product development, new technologies,

service and innovative solutions

Customers

• Enhances opportunities via a more favorably positioned global business with a leadership team focused on employee

excellence and development

• Offers stability as a family-owned business with similarly aligned company values, including a rich, 100+ year heritage

• Focuses on investment in product innovation and employee development as a private company versus quarterly

earnings pressure

Management &

Employees

• Expands European pitched roofing product portfolio to include concrete and clay tiles

• Enhances market presence through combination of strong brands and complementary sales, marketing and service

platforms

• Deepens and expands both existing and new customer relationships across key markets

Standard

Industries

1. As of Sep. 13, 2016; VWAP calculated as simple avg. of daily XETRA volume weighted avg. price per share per Bloomberg during market hours; 30 days represents trading days; 3 month represents the calendar period

2. Enterprise value includes unfunded book value of pension obligations

3. 2016 Enterprise Value / EBITDA multiple assumes 2016 EBITDA of €207m, based on consensus analyst research

• Delivers opportunity to monetize a relatively illiquid investment position at an attractive premium with significant

transaction certainty

– 15.0% premium to XETRA unaffected share price of €21.741

i. 16.5% premium to 30-day VWAP of €21.47; 14.5% premium to 3-month VWAP of €21.841

ii. Offer implies a Braas Monier equity value of €981m and enterprise value of €1,871m2

iii. 9.0x ‘16E EV/EBITDA offer multiple3 reflects a significant premium to comparable peers

– Offer price validated by investors with approximately 40% of the outstanding shares

– All cash offer and no minimum acceptance threshold

Shareholders

5

Public Tender Offer Timeline

September October November December

12 – 16 19 – 23 26 – 30 3 – 7 10 – 14 17 – 21 24 – 28 31 – 4 7 – 11 14 – 18 21 – 25 28 – 2 5 – 9

Announcement of

offer15-Sep-16

Filing period for offer

document

By

13-Oct-16

BaFin review5-Oct-16

to 17-Oct-16

Publication of offer

document18-Oct-16

Acceptance period18-Oct-16

to 16-Nov-16

Publication1

of tender

result21-Nov-16

Additional acceptance

period

22-Nov-16

to 5-Dec-16

Publication1

of tender

result after add.

acceptance period

8-Dec-16

Offer will close upon receipt of antitrust approvals

1. Expected

For illustrative purposes only:

6

Standard Industries at a Glance:

A Family-Owned Private CompanyKey Highlights

Strategically Located Manufacturing Footprint

• 68 modern, highly efficient and strategically located manufacturing facilities in 16 countries across Europe

and the U.S.

A Leading Global Provider of Roofing &

Waterproofing Solutions

• Strong brands in the U.S. residential and commercial roofing and waterproofing markets and in core

European commercial roofing and waterproofing markets

Extensive Distribution System with High-Quality Customer Relationships

• Deep relationships with top customers

– Preferred brand with most major accounts

Deep Technical & Product Development Expertise • 130 year history of investment in people, the business and innovation with over 650 patents

Operating Subsidiaries

Founded in 1886, GAF is the largest

roofing manufacturer in North

America with 29 manufacturing

plants. Products include a

comprehensive portfolio of

residential and commercial roofing

systems.

SGI is a leading aggregates and

mining company, supplying

specialized products to the North

American building materials industry

for over 90 years.

Icopal is a European leader in high-end

commercial roofing products and

waterproofing solutions with 165 years

of experience in roofing and

waterproofing. Currently operates 33

production sites and 85 sales offices

throughout Europe, Russia, and the

Middle East.

Established in 1955, Siplast is

renowned for its high-end modified

bitumen membranes and liquid-

applied roofing products. For more

than 35 years, Siplast has been a

leader in the development and

manufacturing of the world's most

advanced roofing and

waterproofing systems.

Key Figures• Employees: 7,500

• Sales: €3.4 billion (US$3.7 billion)1 as of year end 2015

1. Pro forma for Icopal

7

Standard Industries:

100+ Year History of Investing in the Business

Founded as the

Standard Paint

Company

1886

Build TPO Mt. Vernon,

IN

2001

Build TPO Gainesville,

TX

2006

Build ISO Statesboro, GA

2012

Build ISO Gainesville,

TX

2013

Build TPO/ISO Cedar City, UT

2014/2015

Planned investment in TPO/PVC/ISO Northeast US &

Europe

2016+

Leading residential roofing

manufacturers

2007

Leading liquid membrane and roof coatings

business

AUG 2015

Acquires a leading pan-

European roofing

manufacturer

APR 2016

Contribution of SGI to Standard

JAN 2016

Standard Industries has a proven track record of benefitting from its scale to deliver long-term value through consistent and disciplined investment in its people, the business and innovation

Total investment of over €3 billion1 since 2001

1. Approximately US$3.8 billion

8

Braas Monier at a Glance

Key Highlights

Strong Brands Across Product Categories

Key Highlights

~100 year corporate heritage

• Predecessor company (Redland) was founded in 1919 in the UK

• Headquartered in Luxembourg and listed in Germany (market cap of ~€850m)1

Extensive production and distribution network • 118 manufacturing facilities worldwide with operations in 37 countries

Leading manufacturer and supplier of residential

pitched roof products in Europe

• Leading manufacturer and supplier of pitched roof products in Europe and parts of Asia and South Africa

primarily serving the residential market

• Offers a comprehensive range of concrete and clay tiles for pitched roofs and complementary roofing

components

Key figures• Employees: 7,735

• Sales: Approximately €1.3 billion (US$1.4 billion)

Concrete Tiles (40%)

72 plants

Clay Tiles (24%)

20 plants

Roofing Components (21%)

6 plants

Chimneys, Energy & Other (15%)

20 plants

Underlays Ridge/

Hip

Abutments Roof

Outlets

Insulation Steel Ceramic Energy

Systems

1. Reflects unaffected share price

9

Highly Complementary Companies: ProductsP

itc

he

d r

oo

fin

gF

lat

roo

fin

g

Concrete

Roof Tiles

Clay Roof

Tiles

Shingles &

Steel Tiles

Asphalt

Membranes

Single-Ply

Synthetic

Membranes

Liquid

Applied

Roof Systems

European Roofing Technology

The combined company will be a leading provider of a broad suite of roofing and waterproofing solutions

– a comprehensive product slate that accommodates evolving customer preferences

10

Highly Complementary Companies: Geography

Europe

25%

North

America

75%

Asia & Africa

10%

Europe

90%

Asia & Africa

3%Europe

43%

North

America

54%

The combined company will have a balanced regional portfolio with

54% of sales in North America, 43% in Europe and 3% in Asia and Africa

11

Combined Business Positioned to Navigate an Uncertain

Environment

Uncertainty / Opportunity Combined Business Positioning

Evolving Consumer Preferences

• Combined business will be a technology leader, providing a broad suite of roofing and

waterproofing solutions to serve both the commercial (flat) and residential (pitched) roofing

markets

New Technologies• Together with scale and geographic diversification, expertise across multiple technologies

allows for continued robust investment in industry-leading product development

Customer Service Network• Additional scale and logistical capabilities reach from expanded infrastructure to better

service our customers and meet increasingly complex customer needs

Post-Brexit Environment• A larger business with far greater geographic diversification allows the company to continue

to invest in and grow the business through any economic environment

Market Recovery Timing• Strategic manufacturing footprint, first-in-class customer relationships and broad market

exposure optimize positioning in a recovery (whenever that may occur)

Share Price Volatility

• Family-owned private company committed to creating long-term value and investing in its

people, the business and product innovation versus short-term quarter-to-quarter earnings

pressure

Transaction mitigates both Braas Monier company-specific and market uncertainty and positions the

combined business to capitalize on opportunities created by an evolving market place

12

• 15.0% premium to XETRA unaffected share price of €21.741

• 16.5% premium to 30-day VWAP of €21.471

• 14.5% premium to 3-month VWAP of €21.841

Attractive Premium

Transaction Benefits: Shareholders (I)

The offer price of €25.00 per share is highly favorable to Braas Monier shareholders – delivers a

significant premium and attractive valuation with high transaction certainty

1. As of Sep. 13, 2016; VWAP calculated as simple avg. of daily XETRA volume weighted avg. price per share per Bloomberg during market hours; 30 days represents trading days; 3 month represents the calendar period

2. As of Sep. 13, 2016; per consensus estimates as of Sep. 13, 2016; key peers include Wienerberger, Saint-Gobain, HeidelbergCement, Tarkett, Ibstock and Forterra

• Higher than peer group2 medians

– 9.0x versus 7.7x 2016E EV/EBITDA multiple

– 18.9x versus 15.7x 2016E P/E multiple

• Higher than actual trading trends since IPO

– 12.5% premium to the average forward EV/EBITDA multiple since IPO

– 29.5% premium to the average forward P/E multiple since IPO

Attractive MultiplesEV/EBITDA Multiple P/E Multiple

+15.0% +14.5%+16.5%

€21.47

€25.00

30D VWAP Offer Price

€21.84

€25.00

3M VWAP Offer Price

€21.74

€25.00

Unaffected Price Offer Price

16.4x

18.9x

14.6x15.7x

UnaffectedPrice ('16E)

Offer Price('16E)

Avg Since IPO Key Peers('16E)

8.4x

9.0x

8.0x

7.7x

UnaffectedPrice ('16E)

Offer Price('16E)

Avg Since IPO Key Peers('16E)

13

Transaction Benefits: Shareholders (II)

The offer price of €25.00 per share has been validated by key investors (~40% shares outstanding)

and offers a unique exit opportunity from an increasingly illiquid stock

• Braas Monier is a highly illiquid stock with a very low trading volume, both in

absolute and relative terms

– SDAX average daily trading volume is ~5x higher than Braas Monier

• Average daily trading volume declined by ~1/3 in August 2016 from already

very low levels

Source: Bloomberg and CapitalIQ as of Sep. 13, 2016; consensus estimates

Irrevocable Undertakings

Increasing Illiquidity

• €25.00 offer price validated by Monier Holdings (Apollo, TowerBrook, York, et

al.), previously the single largest shareholder of Braas Monier with

approximately 39.9% ownership

– 29.1% of shares sold on June 29, 2016 through a stock purchase agreement

– 10.8% of shares agreed to be tendered into the offer on September 13, 2016 through

irrevocable undertaking

Average daily trading volume in % of total shares outstanding

~5x

-1/3

Monier Holding Activity

0.192%

0.039%0.026%

SDAX LTM Braas Monier LTM Braas Monier Aug. 2016

€ 22.75

€ 25.00 € 25.00

Secondary OfferingOct '15

SPAJune '16

IrrevocableSept '16

14

Transaction Benefits: Customers

The combined company offers a broad suite of roofing and waterproofing solutions

to accommodate a wide range of customer demands and evolving preferences

• Braas Monier customers benefit from an enhanced product offering, including waterproofing products, high-end modified bitumen

membranes, liquid-applied roof systems and roof-coating products

• Access to extensive infrastructure and channel partner programs to support end-customers, contractors and tradesmen will provide

products and service where and when needed

• Focus on innovation results in access to an expanded product offering, new technologies and high-quality service

Expanded Product Offering

Service & Innovation

Concrete

Tiles

Clay Tiles

Chimney &

Energy

Concrete

Tiles

Clay Tiles

Chimney &

Energy

TPO /

PVC

Bitumen

Membrane

Liquid

Applied

Building

Envelope

Shingles &

Accessories

Civil

Engineering

15

Transaction Benefits: Management and Employees

Both Standard

Industries and

Braas Monier

management and

employees will

benefit from

enhanced

opportunities as

part of a better-

positioned global

company

Significant financial strength coupled with a proven history of investing in its people, the

business and innovation

Similarly aligned culture and values developed over a rich 100+ year heritage as a family-

owned company

Operating as a private company eliminates short-term quarter-to-quarter earnings

pressure

Leveraging a wealth of best practices across the business

Enhanced opportunities as a global business offering a broad suite of roofing and

waterproofing solutions

Commitment to development, training and promoting from within

Respects the rights of the employees, work councils and unions and will honor existing

provisions of the collective bargaining agreements and current employee participation

16

Summary Transaction Benefits

• Provides Braas Monier with a broad suite of roofing and waterproofing solutions with the benefit of geographic

diversification and scale

• Mitigates company and market-specific uncertainty including evolving consumer preferences and the impact of new

technologies, as well as the impact of post-Brexit environment, timing of the market recovery and share price volatility

• Ensures continued robust investment and innovation across the company and through the business cycle

Braas Monier

• Provides access to a broad suite of roofing and waterproofing solutions

• Improves service experience with extensive infrastructure designed to meet increasingly complex technology and

logistics needs

• Sustains robust investment and creates new collaboration opportunities in product development, new technologies,

service and innovative solutions

Customers

• Enhances opportunities via a more favorably positioned global business with a leadership team focused on employee

excellence and development

• Offers stability as a family-owned business with similarly aligned company values, including a rich, 100+ year heritage

• Focuses on investment in product innovation and employee development as a private company versus quarterly

earnings pressure

Management &

Employees

• Expands European pitched roofing product portfolio to include concrete and clay tiles

• Enhances market presence through combination of strong brands and complementary sales, marketing and service

platforms

• Deepens and expands both existing and new customer relationships across key markets

Standard

Industries

1. As of Sep. 13, 2016; VWAP calculated as simple avg. of daily XETRA volume weighted avg. price per share per Bloomberg during market hours; 30 days represents trading days; 3 month represents the calendar period

2. Enterprise value includes unfunded book value of pension obligations

3. 2016 Enterprise Value / EBITDA multiple assumes 2016 EBITDA of €207m, based on consensus analyst research

• Delivers opportunity to monetize a relatively illiquid investment position at an attractive premium with significant

transaction certainty

– 15.0% premium to XETRA unaffected share price of €21.741

i. 16.5% premium to 30-day VWAP of €21.47; 14.5% premium to 3-month VWAP of €21.841

ii. Offer implies a Braas Monier equity value of €981m and enterprise value of €1,871m2

iii. 9.0x ‘16E EV/EBITDA offer multiple3 reflects a significant premium to comparable peers

– Offer price validated by investors with approximately 40% of the outstanding shares

– All cash offer and no minimum acceptance threshold

Shareholders