Navya Announces the Issuance of the 3rd Tranche for €2.0 Million as Part of the Financing Program Concluded with Negma for a Maximum Amount of €36 Million*

Regulatory News:

NAVYA (FR0013018041- Navya) (Paris:NAVYA), an autonomous mobility systems leader (the “Company” or “Navya”), today announces the issue of the 3^rd tranche of convertible bonds into shares with warrants (OCABSA) for an amount of €2.0 million.

On July 21^st, 2022, the Company announced the implementation of a new equity line with Negma, involving the provision of convertible bonds into shares with warrants in tranches of up to €2.5 million each, for a total amount of €36 million, subject to compliance with the conditions of issue, it being specified that neither the convertible bonds nor the warrants will be listed.

Using the delegation of powers granted by the Combined General Meeting of June 17^th, 2022 in its 20^th resolution, the Board of Directors has decided to issue 800 convertible bonds into shares with warrants, for a total gross amount of €2.0 million to Negma (the "investor"). This issue follows the 1^st tranche of €2.5 million, i.e. 1,000 convertible bonds into shares with warrants, which was issued on July 21^st, 2022 and the 2^nd tranche of €1.25 million, i.e. 500 convertible bonds into shares with warrants, which was issued on October 20^th, 2022. This issue was carried out in a context of (i) a recent and sustained increase in the share price, which has risen above par value, and (ii) improved liquidity of the share on Euronext.

The detailed characteristics of this financing program, structured in convertible bonds into shares with warrants tranches of up to €2.5 million each and a maximum total amount of €36 million, are described in the prospectus approved by the Autorité des Marchés Financiers (AMF) on November 10^th, 2022 under number 22-438 and consisting of an offering memorandum and an amendment to the Universal Registration Document approved by the AMF under number R.22-037.

As mentioned in the press release published on November 10^th, 2022, in the event of the issuance of shares resulting from the conversion of the convertible bonds, shareholders will see their stake in Navya's share capital diluted. This stake could also be diluted in the event of the issuance of shares resulting from the warrants. As of October 31^st, 2022, the full exercise of all the instruments giving access to the capital allocated and outstanding to date would allow the subscription of 62,609,565,217 New Shares, generating a dilution equal to 99.9% on the basis of fully diluted capital. The interest of a shareholder holding 1% of the share capital would be 0.0009% (based on a share price of the Company equal to €0.001 after reduction of the nominal value).