Clariane

Continued Implementation of the Refinancing Plan Announced on 14 November 2023, With the AMF Waiver Granted

Regulatory News:

Clariane (CLARIA.PA - ISIN FR0010386334), announces that, in the context of its global refinancing plan announced on 14 November 2023 (the "Refinancing Plan"), the Autorité des marchés financiers (AMF) has today granted Predica, a subsidiary of the Crédit Agricole Assurances Group and Clariane's largest reference shareholder, an exemption from the mandatory filing of a tender offer pursuant to Articles 234-8, 234-9 2° and 234-10 of the AMF's General Regulations (see AMF decision n° 224C0227 of 8 February 2024), in the event that Predica's subscription to the capital increase would cause it to exceed the threshold for a mandatory public offer.

The granting of this waiver is an important step towards the implementation of the proposed capital increase contemplated for in the Refinancing Plan.

It should be noted that:

• The Company's Board of Directors has approved a proposed capital increase for a gross subscription amount of approximately €300 million, carried out in cash with shareholders' preferential subscription rights maintained (the "Capital Increase");
• Crédit Agricole Assurances, which holds 24.7% of the share capital and voting rights via Predica, has undertaken to subscribe, subject to the fulfilment of the Pre-Conditions (as outlined below) and the market standard conditions for this type of transaction, (i) on an irreducible basis for the amount of its proportionate share in the share capital by exercising all the preferential subscription rights it will receive and (ii) on a reducible basis for a total combined cash subscription amount equal to the difference between 200 million euros and the total amount of its subscription on an irreducible basis;
• The Company has also received expressions of interest from banks to underwrite, subject to conditions precedent, the balance of the Capital Increase, i.e. up to a maximum of €100 million.

The Capital Increase will be launched subject to the adoption by the Extraordinary General Meeting of shareholders of the resolutions enabling it to be carried out and remains subject to the exercise of the following conditions precedent (the “Pre-Conditions”):