PRESS RELEASE REGARDING THE FILING OF THE DRAFT DOCUMENT ESTABLISHED BY WAGA ENERGY IN RESPONSE TO THE SIMPLIFIED TENDER OFFER INITIATED BY BOX BIDCO S.A.S

PRESS RELEASE DATED OCTOBER 2nd, 2025 REGARDING THE FILING OF THE DRAFT DOCUMENT ESTABLISHED BY WAGA ENERGY IN RESPONSE TO THE SIMPLIFIED TENDER OFFER FOR THE SHARES OF WAGA ENERGY INITIATED BY BOX BIDCO S.A.S

The draft response document filed with the AMF on October 1st, 2025 (the “Draft Response Document”) is available on the website of the AMF (www.amf-france.org) and on the shared website of Box BidCo and Waga Energy (www.eqt-waga-energy.com), and may be obtained free of charge at Waga Energy’s registered office: 5 avenue Raymond Chanas, 38320 Eybens, France.

In accordance with Article 231-28 of the general regulation of the AMF, the information relating to the legal, financial and accounting characteristics of Waga Energy will be filed with the AMF and made available to the public, under the same conditions, no later than the day preceding the opening of the Offer.

A press release will be published, no later than the day before the offer opens, to inform the public about how these documents may be obtained.

1.       OVERVIEW OF THE OFFER

1.1.    Presentation of the Offer

Pursuant to Title III of Book II and more specifically Articles 233-1, 2° and 234-2 et seq. of the AMF General Regulation, Box BidCo S.A.S., a French simplified joint-stock company (société par actions simplifiée) with a share capital of EUR 409,180,000.05, having its registered office at 8 avenue Hoche, 75008 Paris, France registered with the Paris Trade and Companies Registry (Registre du Commerce et des Sociétés) under number 941 775 256 (“Box BidCo” or the “Offeror”) irrevocably offers to all shareholders of Waga Energy S.A., a French public limited company (société anonyme) with a board of directors and a share capital of EUR 256,766.06, having its registered office at 5 avenue Raymond Chanas, 38320 Eybens, France, registered with the Grenoble Trade and Companies Registry under number 809 233 471 (“Waga Energy” or the “Company”, and together with its directly or indirectly owned subsidiaries, the “Group”) to acquire, in cash all of the shares of the Company which are traded on the compartment B of the regulated market of Euronext Paris (“Euronext Paris”) under ISIN Code FR0012532810, ticker symbol “WAGA” (the “Shares”) that the Offeror does not hold (subject to the exceptions set out below), directly or indirectly, on the date of the Draft Response Document, at the price of EUR 21.55 per Share (the “Offer Price”) which may be increased by a (i) potential earn-out amount of up to EUR 2.15 per Share under the conditions described hereafter and in Section 1.3.3 of the Draft Response Document (the “Earn-Out”) and/or (ii) Potential Price Adjustment under the conditions set forth hereafter and in Section 1.3.4 of the Draft Response Document, as part of a simplified mandatory tender offer, the terms and conditions of which are described in the Draft Response Document (the “Offer”) and which may be followed, if all conditions are met, by a squeeze-out procedure pursuant to Articles 237-1 to 237-10 of the AMF General Regulation (the “Squeeze-Out”).

The Offer results from the completion of the Block Transaction (which is described in Section 1.2.1 of the Draft Response Document).

As of the date of this Draft Response Document and to the knowledge of the Company, Box BidCo holds, directly and by assimilation, 14,502,972 Shares, i.e. c. 56.48% of the share capital and 53.18% of the theoretical voting rights of the Company[1], including 40,460 Shares held in treasury by the Company (the “Treasury Shares”) assimilated to Shares held by the Offeror pursuant to Article L. 233-9, I, 2° of the French Commercial Code.

To the extent that the Offeror has crossed upward the threshold of 30% of the Company’s share capital and voting rights as a result of the Block Transaction, the Offer is mandatory pursuant to Article L. 433-3, I of the French Monetary and Financial Code and Article 234-2 of the AMF General Regulation.

In accordance with Article 231-6 of the AMF General Regulation, the Offer targets all Shares, whether outstanding or to be issued, that are not held directly and by assimilation by the Offeror, i.e., the Shares other than the Excluded Securities (as defined below):

• which are already issued, i.e., to the knowledge of the Company and as at the date of the Draft Response Document, a maximum of 11,173,634 Shares; and
• which may be issued before the closing of the Offer (as per the indicative timetable provided in Section 1.3.12 of the Draft Response Document) as a result of the exercise of the 2019 BSPCE, the 2021 BSPCE, the 2021 Stock-Options and the vested part of the 2023 BSPCE and 2023 Stock-Options[2] (each as defined in Section 1.3.6 of the Draft Response Document) granted by the Company (together the “Exercisable Securities”) and corresponding to the knowledge of the Company and as at the date of the Draft Response Document, to a maximum of 1,314,346 Shares corresponding to all the vested but not exercised Exercisable Securities,

i.e., to the knowledge of the Company at the date of the Draft Response Document, a maximum number of 12,487,980 Shares targeted by the Offer.

It is specified that the Offer does not target:

• the Treasury Shares assimilated to the Shares held by the Offeror pursuant to Article L. 233-9, I, 2° of the French Commercial Code, i.e., to the knowledge of the Company and as the date of this Draft Response Document, 40,460 Shares;
• the Exercisable Securities that will be covered by the 2019/2021 Liquidity Agreements or the 2023 Waiver and Indemnification Agreements, as applicable, as well as all the Shares that may result from the exercise of such Exercisable Securities; and
• Shares that may result from the exercise, when allowed under their respective plans, of the unvested part of the 2023 BSPCE and 2023 Stock-Options and of the 2024 BSPCE and the 2024 Stock-Options (as defined in Section 1.3.6 of the Draft Response Document) (together the “Unexercisable Securities”) that will be covered by the 2023 Waiver and Indemnification Agreements or the 2024 Liquidity Agreements, as applicable. To the knowledge of the Company and as of the date hereof, a maximum of 911,254 Shares may result from their exercise, these Shares being legally and technically unavailable and cannot be tendered to the Offer,

together, the “Excluded Securities”.

There are no other equity securities or other financial instruments issued by the Company or rights conferred by the Company that may give access, immediately or in the future, to the share capital or voting rights of the Company, other than the existing Shares, the BSPCE and the Stock-Options described in Section 1.3.6 of the Draft Response Document.

The Offer will be conducted under the simplified procedure in accordance with Article 233-1 et seq. of the AMF General Regulation and will be followed, if conditions are met, by a squeeze-out procedure pursuant to Articles L. 433-4 II of the French Monetary and Financial Code and 237-1 et seq. of the AMF General Regulation.

The duration of the Offer will be fifteen (15) Trading Days[3].

In accordance with Article 231-13 of the AMF General Regulation, the Offer is presented by BNP Paribas and Rothschild & Co Martin Maurel as presenting banks of the Offer (together the “Presenting Banks”) on behalf of the Offeror. Only BNP Paribas guarantees the terms and the irrevocable nature of the commitments made by the Offeror in connection with the Offer (including with respect to the Earn-Out referred to hereafter and in Section 1.3.3 of the Draft Response Document that may be paid in 2028 by the Offeror and the Potential Price Adjustment mechanism described hereafter and in Section 1.3.4 of the Draft Response Document), which characteristics are described in the Draft Response Document.

1.2.    Characteristics of the Offer

1.2.1.        Terms of the Offer

In accordance with Articles 231-13 and 231-18 of the AMF General Regulation, the draft Offer was filed on October 1st, 2025 with the AMF by the Presenting Banks, acting in the name and on behalf of the Offeror. A notice of filing will be published by the AMF on its website (www.amf-france.org).

In accordance with Articles 233-1 et seq. of the AMF General Regulation, the Offer will be implemented in accordance with the simplified tender offer procedure. The attention of the shareholders is drawn to the fact that, as the Offer is being made under the simplified procedure, it will not be reopened following the publication of the result of the Offer.

In this context, the Offeror irrevocably undertakes to the Company’s shareholders to acquire, all the Shares that will be tendered in the Offer during a period of fifteen (15) Trading Days at the Offer Price, i.e. twenty-one euros and fifty-five cents (EUR 21.55).

It is specified that the Offer Price may be increased by (i) the potential Earn-Out for an amount of up to EUR 2.15 per Share under the conditions set forth hereafter and in Section 1.3.3 of the Draft Response Document and/or (ii) the Potential Price Adjustment described below and in Section 1.3.4 of the Draft Response Document.

BNP Paribas, as guaranteeing bank, guarantees the content and the irrevocable nature of the commitments made by the Offeror as part of the Offer (including with respect to the Earn-Out referred below and in Section 1.3.3 of the Draft Response Document that may be paid in 2028 by the Offeror), in accordance with Article 231-13 of the AMF General Regulation.

The indicative timetable for the Offer is set out in Section 1.3.12 of the Draft Response Document.

1.2.2.        Potential Earn-Out

The Offer Price may be increased by an Earn-Out amount of up to EUR 2.15 per Share, based on the aggregate net amount of United States of America federal income investment tax credits (the “ITCs”) monetized by the Group by June 30, 2028, as described below. Given the criteria of the Earn-Out, there is no certainty that any Earn-Out will be paid and no certainty, if paid, with respect to the amount to be actually paid.

The ITC Earn-Out, the amount of which would be determined by the Company and reviewed and confirmed by an independent expert, as further described below, would allow all of the Company’s shareholders participating in the Block Transaction and the Offer to proportionally receive the upside resulting from the monetization of such ITCs by the Group within less than three (3) years after the filing of the Offer (such period having been calibrated to allow capturing the maximum ITC value expected by the Group based on their development timetable).

1.2.2.1.       Amount and payment conditions of the potential Earn-Out

The Earn-Out, subject at all times to a maximum of EUR 2.15 per Share, shall be calculated as (i) the total net proceeds that would result from the sale, by June 30, 2028, to third-party taxpayers of ITCs that the Group may be eligible for upon the commissioning of certain RNG projects whose construction was started before January 1st, 2025 in the United States of America and that show thereafter continuous progress (the “Eligible Projects”), after deduction of eligible reasonable expenses and costs of obtaining or monetizing such eligible ITCs and application of the currency exchange rate from USD to EUR as of June 30, 2028 (the “ITC Net Proceeds”); divided by (ii) 27,405,771 Shares, it being agreed that this number includes 660,400 BSPCE and/or Stock-Options 2024 that are outstanding on the date hereof, and as a result will be reduced by such number of BSPCE and/or Stock-Options 2024 which would have been voided or cancelled on or prior to June 30, 2028.

The qualification of Eligible Projects, as well as the quantum of ITCs that may be claimed by the Group, result from objective, specific, external and measurable criteria clearly set out in the Inflation Reduction Act passed in 2022 in the United States of America, it being however specified that there is no certainty that any Earn-Out would be ultimately paid, and neither the final number of Eligible Projects, nor the final ITC Net Proceeds can be determined by the Group or by the Offeror as of the date of this Draft Response Document. Such ITC Net Proceeds will also depend on various factors such as the documentation process with the U.S. tax authorities, the ability of the Group to obtain an insurance policy (which would be an essential condition in order to ensure that the Group does not incur any residual costs or liabilities vis-à-vis the ITC purchaser and/or the U.S. tax authorities), the amount of eligible costs and expenses that will be deducted from the gross ITC proceeds attributable to the Company (which will be deducted from ITC proceeds to determine the ITC Net Proceeds).

The Company will prepare in July 2028 a global statement detailing the amount of ITC Net Proceeds received during the entire period from January 1st, 2025 to June 30, 2028.

Finexsi (who has been appointed by the Company to assess the fairness of the financial terms of the Offer, including, for the avoidance of doubt, the potential Earn-Out) has also already been appointed to act as the expert to review and confirm such statement, it being specified that in case of disagreement of Finexsi on such statement, Finexsi’s valuation of the ITC Net Proceeds and of the Earn-Out will be final and binding.

1.2.2.2.       Earn-Out payment beneficiaries

If applicable, the Earn-Out would be paid to Selling Shareholders and any and all of the Company’s shareholders having tendered their Shares to the semi-centralized Offer or, as the case may be, whose Shares were covered by the Squeeze-Out, by the end of September 2028 at the latest (the “Eligible Sellers”).

Attention is drawn to the fact that shareholders who tender their shares to the Offer through a sale on the market will not receive a right to the potential Earn-Out.

1.2.2.3.       Earn-Out payment terms

In the event that any Earn-Out is to be paid, the Offeror will inform the Eligible Sellers thereof by means of a financial notice (the “Financial Notice”) published on the Company’s website (https://waga-energy.com/fr/) within thirty (30) business days from the date of such payment.

The Financial Notice shall indicate the date on which the Earn-Out per Share will be paid by Uptevia to the Eligible Sellers.

Within ten (10) business days following the publication of the Financial Notice, Uptevia shall notify the account-keeping financial intermediaries of the Eligible Sellers, by way of a circular notice, of the payment of the Earn-Out per Share and the terms and conditions of the payment process.

Uptevia, acting on behalf of the Offeror, shall pay the relevant Earn-Out amount to the account-keeping financial intermediaries of the Eligible Sellers on the payment date indicated in the Financial Notice, in accordance with the procedures set forth in the aforementioned circular notice.

Uptevia shall retain any unallocated funds corresponding to amounts not claimed by the Eligible Sellers and shall hold such funds at their and their successors’ disposal for a period of ten (10) years from the date of payment of the Earn-Out per Share to the Eligible Shareholders.

Upon expiry of such period, the remaining unclaimed funds shall be transferred to the Caisse des Dépôts et Consignations.

Such funds shall remain available to the relevant Eligible Sellers and their successors, subject to the thirty-year statute of limitations in favour of the French State.

Such funds shall not bear interest.

In the event of a change of bank address, the Earn-Out amount, which is admitted to circulation may be transferred from one bank to another, at the request of the account holder to his bank.

1.2.3.        Potential Price Adjustment

Under the terms of the SPA, the Selling Shareholders are entitled to receive an additional cash payment on top of the Offer Price if during the period starting on the date of SPA (i.e. June 24, 2025) and expiring on the date falling twelve (12) months as from the earlier of:

1. the date of the clearance decision of the AMF (décision de conformité) in respect of the Offer, and
2. the date falling thirty (30) calendar days after the filing date of the Offer,

the Offeror offers to all Company’s relevant shareholders (other than the Selling Shareholders) in the context of:

1. the Offer, including in case of an overbid (“surenchère”);
2. the Squeeze-Out;
3. the filing of any subsequent voluntary tender offer (offre publique volontaire), whether or not followed by a squeeze-out after completion of the Offer, in case the conditions to implement the Squeeze-Out are not immediately met following the Offer; or
4. the filing of any subsequent voluntary squeeze-out tender offer (offre publique de retrait),

a cash price per Share (including any price payable on a deferred basis, including by way of any earn-out or similar contingent payment (other than, for the avoidance of doubt, the Earn-Out referred to above and in Section 1.3.3 of the Draft Response Document) higher than the Offer Price (an “Increased Price”), then the Offeror will pay to each Selling Shareholder on a pro rata basis an additional cash consideration equal, per Share, to the positive difference between (x) the Increased Price and (y) the Offer Price (the “Potential Price Adjustment”).

In light of the principle of equality of treatment principle among the Company’s shareholders, such Potential Price Adjustment will also benefit any and all of the Company’s shareholders having sold their Shares as part of the Offer tendered to the semi-centralisation or, as the case may be, the Squeeze-Out.

Attention is drawn to the fact that shareholders who tender their shares to the Offer through a sale on the market will not receive a right to the Potential Price Adjustment.

Uptevia, acting on behalf of the Offeror, shall pay the relevant Potential Price Adjustment amount to the account-keeping financial intermediaries of the Eligible Sellers.

1.2.4.        Filing of the Offer

The Draft Offer Document was filed with the AMF on October 1st, 2025. A notice of filing of the Offer will be published on the AMF website (www.amf-france.org). The Company filed the Draft Response Document with the AMF on October 1st, 2025. A notice of filing of the Draft Response Document will be published by the AMF on its website (www.amf-france.org).

In accordance with Article 231-26 of the General Regulation of the AMF, The Draft Response Document is made available to the public free of charge at the Company’s registered office and will be published on the website of the AMF (www.amf-france.org) and on the shared website of Box BidCo and Waga Energy (www.eqt-waga-energy.com).

The draft Offer, the Draft Offer Document and the Draft Response Document remain subject to review by the AMF.

The AMF will declare the Offer compliant after having verified its conformity with the applicable legal and regulatory provisions applicable to it and will publish its clearance decision on its website (www.amf-france.org). This clearance decision issued by the AMF will constitute approval (“visa”) of the offer document and response document and will only occur after the Company has filed the Draft Response Document to the Draft Offer Document.

The response document having thus received the AMF’s approval (“visa”) and information relating to the legal, financial, accounting and other characteristics of the Company will, in accordance with Articles 231-27 and 231-28 of the AMF General Regulation, be made available to the public free of charge, no later than the day before the opening of the Offer, at the Company’s registered office. These documents will also be published on the website of the AMF (www.amf-france.org) and on the shared website of Box BidCo and Waga Energy (www.eqt-waga-energy.com).

A press release specifying the terms and conditions for making these documents available will be published no later than the day before the opening of the Offer in accordance with Articles 231-27 and 231-28 of the AMF General Regulation.

Prior to the opening of the Offer, the AMF will publish a notice of opening and the timetable of the Offer and Euronext Paris will publish a notice setting out the content of the Offer and specifying the timetable and terms of its realisation.

1.2.5.        Offer restrictions outside of France

Section 2.14 of the Draft Offer Document states that:

• The Offer has not been subject to any application for registration or approval by any financial market regulatory authority other than the AMF and no measures will be taken in this respect.
• The Offer is therefore made to shareholders of the Company located in France and outside France, provided that the local law to which they are subject allows them to take part in the Offer without requiring that the Offeror complete additional formalities.
• In particular, no document relating to the Offer, including the Draft Offer Document or this Draft Response Document, constitutes an extension of the Offer to the United States and the Offer is not being made, directly or indirectly, in the United States, to persons resident in the United States or “US Persons” (within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended) by means of postal services or any other means of communication or instrument of trade (including, without limitation, sending by fax, telex, telephone or email) in the United States or by means of the services of a stock exchange in the United States. As a result, no copies of the Draft Offer Document or the Draft Response Document, and no other documents relating to the Offer, the Draft Offer Document or the Draft Response Document, can be sent by post, or communicated and disseminated via an intermediary or any other person in the United States in any way. No shareholders of the Company will be able to tender their shares to the Offer if they are not able to certify that (i) they are not a “US Person”; (ii) they have not received in the United States a copy of the Draft Offer Document or the Draft Response Document or any other document relating to the Offer, and that they have not sent such documents in the United States; (iii) they have not used, directly or indirectly, postal services, telecommunications or other instruments of trade or the services of a stock exchange in the United States in connection with the Offer; (iv) they were not in the United States when they accepted the terms of the Offer, or sent their order to transfer shares; and (v) they are not an agent or representative acting on behalf of a principal that sent their instructions outside the United States. Approved intermediaries may not accept orders to tender shares that have not been made in accordance with the above requirements, unless there is any authorisation or instruction on the contrary from or for the Offeror, at the Offeror’s discretion. Any acceptance of the Offer that may be assumed to result from a breach of these restrictions will be deemed invalid.

The Offer, the Draft Offer Document and the Draft Response Document do not constitute an offer to buy or sell or a solicitation for an order to buy or sell securities in the United States, and has not been filed with the United States Securities and Exchange Commission.

For the purposes of the above two paragraphs, the United States refers to the United States of America, their territories and possessions, or any of these States and the District of Columbia.

• Publication of the Draft Offer Document, the Draft Response Document, the Offer, the acceptance of the Offer and the delivery of the Shares may, in certain jurisdictions, be subject to specific regulations or restrictions. Accordingly, the Offer is not directed at persons subject to such restrictions, either directly or indirectly, and must not be accepted from any jurisdiction where the Offer is subject to restrictions.
• Neither the Draft Response Document nor any other document relating to the Offer constitutes an offer to sell or acquire financial instruments or a solicitation of such an offer in any jurisdiction in which such an offer or solicitation would be unlawful, could not validly be made, or would require the publication of a prospectus or the completion of any other formality under local financial law.

Holders of Shares located outside of France may only participate in the Offer to the extent that such participation is permitted under the local law to which they are subject.

Accordingly, persons in possession of the Draft Offer Document or the Draft Response Document are required to obtain information regarding any applicable local restrictions and to comply with such restrictions. Failure to comply with such restrictions may constitute a violation of applicable securities laws.

The Company and the Offeror shall not be liable for any breach by any person of any applicable legal or regulatory restrictions.

2.       REASONED OPINION OF THE BOARD OF DIRECTORS

2.1.    Composition of the Board of Directors

As of the date of the Draft Response Document, the Company’s Board of Directors is composed as follows:

• Asis Echaniz, Chair of the Board of Directors,
• Mathieu Lefebvre, Chief Executive Officer,
• Guénaël Prince, Director,
• Anne Lapierre, independent Director and Chair of the Ad Hoc Committee,
• Dominique Gruson, independent Director and member of the Ad Hoc Committee,
• Anne de Bagneux, independent Director and member of the Ad Hoc Committee,
• Patrick Jaslowitzer, Director,
• Noura Loukil, Director,
• Sara Huda, Director,
• Philippe Delpech, Director, and
• Girish Sankar, Observer.

2.2.    Board’s reasoned opinion on the Offer

According to article 231-19 of the general regulation of the AMF, members of the Board of Directors met on October 1st, 2025, with Asis Echaniz as Chair of the Board of Directors, in order to review the Offer and to issue a reasoned opinion on the benefits and consequences of the Offer for the Company, its shareholders and its employees. All Board members were present in person or by videoconference, or represented.

An extract from the minutes of this meeting dated October 1st, 2025, and containing the reasoned opinion of the Board of Directors is reproduced below:

“The Chair gives the floor to Mr. Mathieu Lefebvre, Chief Executive Officer of the Company and member of the Board, who reminds that the Board met today, in accordance with the provisions of Article 231-19 of the General Regulation of the Autorité des marchés financiers (the “AMF”), to issue a reasoned opinion on the merits of the mandatory simplified tender offer for the Company’s shares (the “Shares”) to be filed by Box BidCo (the “Offeror”) at a price of EUR 21.55 per Share (the “Offer Price”) which may be increased (i) by a potential earn-out amount for up to EUR 2.15 per Share (the “Earn-Out”), depending on the amount of net amount of U.S. federal income investment tax credits (ITCs) monetized by the Company and any of its subsidiaries (the “Group”) by 30 June 2028 and/or (ii) as part of an anti-embarrassment mechanism (the “Potential Price Adjustment”) under the conditions described in the Offer (as defined below) documentation, and on the consequences that the project of simplified tender offer to be filed by the Offeror (the “Offer”) would have for the Company, its shareholders and its employees, including in the perspective of a squeeze-out if the conditions are met (the “Squeeze-Out”).

The Chief Executive Officer recalls that the EQT investment fund (“EQT”) sent to the Company a non-binding offer to acquire a majority stake in the Company on February 21, 2025, which the Board welcomed favorably on its meeting of February 26, 2025 (the “Project”). Mathieu Lefebvre, Guénaël Prince and Nicolas Paget (the “Founders”), the Company, and Holweb then granted EQT an exclusivity period for negotiations on the Project. EQT later revised its non-binding offer on May 22, 2025, and after finalizing Project documents, the Offeror, indirectly controlled by EQT, sent a firm offer to the Company and its main shareholders on June 5, 2025.

On the same date, the Offeror and its parent company Box TopCo entered into a put option agreement with the Founders, Holweb S.A.S. (“Holweb”) and historical shareholders Starquest Capital, Tertium Invest, Noria Invest, Swen Impact Fund for Transition and ALIAD (the “Selling Historical Shareholders”, together with Holweb and the Founders, the “Selling Shareholders”) to acquire, through the Block Transaction (as defined below), 14,462,512 Shares representing approximately c. 56.33% of the share capital of the Company at the Offer Price, increased by the potential Earn-Out and/or adjusted under the Potential Price Adjustment.

The Chief Executive Officer then referred to the Board of Directors’ meeting of June 6, 2025, during which the Board (i) expressed a preliminary favorable opinion subject to the review of the report to be prepared by the independent expert to rule on the fairness of the financial terms of the Offer and (ii) authorized the conclusion between the Company and the Offeror of a tender offer agreement for the purpose of their cooperation in the implementation of the Offer (the “Tender Offer Agreement”). On the same day, the Offeror and the Company issued a joint press release announcing that they entered into exclusive negotiations in respect to the Project.

On June 24, 2025, following completion of the Company’s social and economic committee information and consultation process, and exercise of the put option by the Selling Shareholders, the Offeror, as purchaser, and Box TopCo entered into a share purchase agreement (the “SPA”) with the Selling Shareholders, to acquire 10,569,531 Shares representing approximately 41.16% of the share capital of the Company at the Offer Price (the “Block Acquisition”), which may be increased by the potential Earn-Out and/or the Potential Price Adjustment. In addition, it has also been agreed that 3,892,981 Shares held by the Founders and Holweb, representing approximately 15.16% of the share capital of the Company, were to be contributed to the Offeror or Box TopCo, as applicable (the “Contributions” and, together with the Block Acquisition, the “Block Transaction”). The Offeror and the Company also entered into the previously authorized Tender Offer Agreement.

On September 15, 2025, the SPA was amended by the parties thereto in order to authorize, inter alia, certain donations of Shares made by Mathieu Lefebvre and Nicolas Paget in favour of their children so that such children be deemed Selling Shareholders under the SPA and thus be compelled to transfer the donated Shares to the Offeror upon completion of the Block Transaction.

On September 17, 2025, after the Offeror obtained all relevant regulatory approvals required under the SPA to complete the Block Transaction, i.e., antitrust clearances in the United States of America and foreign direct investment clearance in