ESI Group

Implementation of the Squeeze-Out of ESI Group Following the Tender Offer Initiated by Keysight Technologies Netherlands B.V.

Regulatory News:

ESI Group (Paris:ESI):

AMOUNT OF INDEMNIFICATION:

155 euros per ESI Group share

AMF

This press release (the “Press Release”) has been prepared and distributed by Keysight Technologies Netherlands B.V. in accordance with Article 237-3 of the of the General Regulation of the Autorité des marchés financiers (“AMF”) and Article 9 of AMF Instruction no. 2006-07.

Target company: ESI Group, a public limited company with a board of directors with a share capital of EUR 18,505,779 divided into 6,168,593 ordinary shares of EUR 3 of nominal value each as of December 31, 2023, fully paid up, with registered office at 3 bis rue Saarinen, Immeuble Le Seville, 94528 Rungis Cedex, France, and registered with the Trade and Companies Register under number 381 080 225 R.C.S. Créteil (“ESI Group” or the “Company” and with its subsidiaries, the “Group”), and whose shares are admitted to trading on compartment B of Euronext Paris (“Euronext”) under ISIN code FR0004110310 (ticker symbol: ESI) (the “Shares”).

Offeror: Keysight Technologies Netherlands B.V., a private limited liability company (besloten vennootschap) organized under the laws of the Netherlands with a share capital of EUR 87,638,788, with registered office at 288 Hullenbergweg, 1101 BV Amsterdam, the Netherlands, registered under number 58724265 (the “Offeror”).

The Offeror is an indirect subsidiary of Keysight Technologies, Inc., a joint stock company organized under the laws of Delaware (USA), with a nominal issued share capital of USD 2,000,000 on October 31, 2022, having its registered office at 1400 Fountaingrove Parkway, Santa Rosa, CA 95403 (USA), registered under number 5433360 ("Keysight Technologies, Inc."), whose shares are admitted to trading on the New York Stock Exchange (NYSE).

Terms of the squeeze-out: Following the tender offer on the Shares initiated by the Offeror (the “Offer”), the Offeror holds 5,707,855 Shares representing 5,707,855 theoretical voting rights, i.e. 92.53% of the share capital and 90.86% of the theoretical voting rights of the Company¹.

Taking into account the assimilated shares, within the meaning of Articles L. 233-9 I, 4°² and L. 233-9 I, 2°³ of the French Commercial Code, the Offeror holds (effective holding and by assimilation) 6,055,000 Shares representing 6,055,000 theoretical voting rights, i.e. 98.16% of the share capital and 96.38% of the theoretical voting rights of the Company⁴.