Vilmorin & Cie's Board of Directors issues a positive reasoned opinion on the proposed Simplified Public Tender Offer initiated by Limagrain Participation

• Unanimous positive reasoned opinion of Vilmorin & Cie's board members, who deem the Offer to be in the best interests of the Company, its Shareholders and its employees
  
  
• The Board of Directors recommends that shareholders tender their shares to the Offer
  
  

The Board of Directors of Vilmorin & Cie ("Vilmorin" or the "Company") met today to give a reasoned opinion, in accordance with applicable regulations, on the proposed simplified public tender offer for the Company's shares (the "Offer") initiated by Limagrain Participations¹, at a price of 62.60 euros per share.

After taking into consideration, in particular, the Initiator's intentions described in the draft Offer document, the deliberations and recommendations of the ad hoc committee formed by the Initiator on April 17^th, 2023, and the conclusions of Finexsi, which was appointed as an independent expert on April 17^th, 2023, and whose report concludes that the terms of the Offer are fair to the Company's shareholders, including in the event of a mandatory withdrawal, and in view of all its studies and analyses, the Board of Directors of the Company has issued positive reasoned opinion in favor of the Offer, considering that it is in the best interests of the Company, its Shareholders and its employees.

In his report, the independent expert highlighted that the Offer price represents a premium of +8.1% over the medium value obtained using the discounted cash flow approach, the method considered the most appropriate by the independent expert.

As a result, the Board of Directors recommends that Vilmorin & Cie shareholders tender their shares to the Offer.

The Board of Directors emphasizes that the Offer enables shareholders to obtain immediate liquidity at a significant premium in view of the recent stock market performance of Vilmorin & Cie's shares. Shareholders must also take into account the risk of a significant reduction in the liquidity of the Vilmorin & Cie shares post-Offer if the mandatory withdrawal threshold is not reached:

• 45.4% premium to the closing price on April 27^th, 2023, prior to the announcement of the Offer;
• 36.5% premium to the volume-weighted average share price over the last 60 trading days.

The Board of Directors' reasoned opinion will be included in full in the draft Response Note filed with the Autorité des marchés financiers (AMF) on May 26^th. In accordance with article 231-26 of the AMF's general regulations, the main elements of the Company's draft Response Note, as well as the procedures for making it available, will be the subject of a standardized press release by the Company. The draft Response Note will be available on the Vilmorin & Cie website (www.vilmorincie.com) and on the AMF website (www.amf-france.org).