Launch of the Simplified Public Tender Offer on Vilmorin & Cie shares followed by a potential mandatory withdrawal

• The simplified public tender offer filed by Limagrain on Vilmorin & Cie shares is deemed compliant by the Autorité des marchés financiers.
• The Offer will be open from June 22, 2023, to July 17, 2023, inclusive.
• The price of €62.60 euro per share represents a premium of 45.4% compared to the last closing share price before the announcement of the Offer and of 36.7%¹ compared to the average volume-weighted share price over the last 60 trading days.
• Vilmorin & Cie's Board of Directors deemed the Offer deemed favorable to the interests of the Company’s Shareholders and its employees.
• Bpifrance Participations, Vilmorin & Cie’s largest Shareholder after Groupe Limagrain, will contribute its stake to the Offer, which represents 5.71% of the Company’s capital.
• Limagrain intends to implement a mandatory withdrawal if the minority Shareholders do not represent more than 10% of the capital and voting rights at the end of the Offer.

On June 20, 2023, the Autorité des marchés financiers (AMF) declared the Simplified Public Tender Offer initiated by Limagrain Participations² (the “Initiator”) on Vilmorin & Cie shares compliant and published a notice to launch the Offer for a period running from June 22, 2023, to July 17, 2023, inclusive. Limagrain’s Information note and Vilmorin & Cie’s Response note, as approved by the AMF on June 20, 2023 (visas n°23-234 and 23-235), are available on the websites of the AMF (www.amf-france.org), Vilmorin & Cie (www.vilmorincie.com/fr) and Limagrain (www.limagrain.com).

The Offer price of €62.60 per share was established by applying a multi-criteria valuation approach and reflects in particular a premium of 45.4% over the last closing share price prior to the announcement of the Offer on April 27, 2023, and a premium of 36.7%¹ over the average volume-weighted share price for the last 60 trading days prior to the announcement of the Offer.

The Offer aims to provide Limagrain with greater freedom in its strategic decisions, especially with regard to its seed activities. In a highly competitive market and an uncertain macroeconomic environment, Vilmorin & Cie’s development requires significant investments, which will be easier to decide upon and carry out as an unlisted company.

It should be noted that Vilmorin & Cie’s Board of Directors established an ad hoc committee made up exclusively of Directors with no ties to the Initiator in order to supervise the work of the independent expert and propose to the Board of Directors a reasoned opinion project on the Offer. In addition, and in compliance with article 261-1 of the AMF’s general regulations, Vilmorin & Cie’s Board of Directors appointed the Cabinet Finexsi as the independent expert to produce a report on the financial terms of the Offer and a potential mandatory withdrawal. The independent expert has concluded that the terms of the Offer are fair to the Company’s Shareholders, including in the context of a mandatory withdrawal.