Approval of BWGI Tender Offer for Verallia Shares by the French Financial Markets Authority

Regulatory News:

The tender offer initiated by BWGI for Verallia's shares (the "Offer") has been cleared today by the French financial markets authority (Autorité des marchés financiers, "AMF

With a holding of 28.84% of Verallia share capital, BWGI, an asset management company controlled by the Moreira Salles family, is the largest shareholder of Verallia.

BWGI, acting through Kaon V¹, proposes to acquire control of Verallia through a tender offer. This Offer is not subject to any success threshold other than the achievement of the regulatory threshold of 50% of the share capital or voting rights. All Verallia shares may be tendered to the Offer, subject to the exceptions and the restrictions detailed in BWGI's offer document. BWGI will not proceed with a squeeze-out at the end of the Offer period and has undertaken, subject to certain exceptions detailed in the offer document, to maintain the listing of Verallia shares on Euronext Paris for a period of three years.

Bpifrance Participations, the second largest shareholder of the Company with approximately 7.6% of the share capital (representing 9,189,887 shares in the Company), informed the Company that it intends to tender 4,594,943 shares to the Offer, representing approximately 50% of its shareholding in the Company.

The Offer was cleared by the AMF on 5 June 2025, which approved BWGI's offer document under the reference 25-196 and Verallia's response document under the reference 25-197. Prior to the opening of the Offer, Kaon V and Verallia will file their respective "other information" documents with the AMF, providing details on the legal, financial, accounting and other characteristics of BWGI and Verallia.

The documentation relating to the Offer is available on the dedicated transaction website of Verallia (www.verallia.com) as well as the AMF's website (www.amf-france.org).

Terms of the transaction

BWGI's Offer is priced at 28.30 euros per share (after detachment of the 2024 dividend of 1.70 euro).

It is reminded that Verallia's Board of Directors, upon recommendation of the ad hoc Committee, issued a favorable opinion on the Offer detailed in the response document of Verallia.

Ledouble, acting as independent expert, has issued a report concluding that the financial terms of the Offer are fair for Verallia's shareholders.

Subject to obtaining the foreign investments control clearance from the French authorities and the approval of the European Commission in accordance with the Foreign Subsidies Regulation (FSR), the Offer could be opened on 23 June 2025 and to close on 25 July 2025. If the threshold of 50% of the share capital or voting rights is reached, the Offer would then be reopened from 31 July to 13 August 2025. The AMF will issue a notice announcing the opening and the timetable of the Offer.

About Verallia

At Verallia, our purpose is to re-imagine glass for a sustainable future. We want to redefine how glass is produced, reused and recycled, to make it the world's most sustainable packaging material. We work together with our customers, suppliers and other partners across the value chain to develop new, beneficial and sustainable solutions for all.

With almost 11,000 employees and 35 glass production facilities in 12 countries, we are the European leader and world's third-largest producer of glass packaging for beverages and food products. We offer innovative, customised and environmentally friendly solutions to over 10,000 businesses worldwide. Verallia produced more than 16 billion glass bottles and jars and recorded revenue of €3.5 billion in 2024.

Verallia's CSR strategy has been awarded the Ecovadis Platinum Medal, placing the Group in the top 1% of companies assessed by Ecovadis. Our CO2 emissions reduction target of -46% on scopes 1 and 2 between 2019 and 2030 has been validated by SBTi (Science Based Targets Initiative). It is in line with the trajectory of limiting global warming to 1.5° C set by the Paris Agreement.

Verallia is listed on compartment A of the regulated market of Euronext Paris (Ticker: VRLA ISIN: FR0013447729) and trades on the following indices: CAC SBT 1.5°, STOXX600, SBF 120, CAC Mid 60, CAC Mid Small and CAC All-Tradable.

Disclaimer

Certain information included in this press release is not historical data but forward-looking statements. These forward-looking statements are based on estimates, forecasts and assumptions including, but not limited to, assumptions about Verallia's present and future strategy and the economic environment in which Verallia operates. They involve known and unknown risks, uncertainties and other factors, which may cause Verallia's actual results and performance to differ materially from those expressed or implied in such forward-looking statements. These risks and uncertainties include those detailed and identified in Chapter 4 "Risk Factors" of the Verallia universal registration document filed with the Autorité des marchés financiers ("AMF") on 27 March 2025 and available on the Company's website (www.verallia.com) and that of the AMF (www.amf-france.org). These forward-looking statements and information are not guarantees of future performance.

This press release includes summarized information only and does not purport to be exhaustive. This press release does not contain, nor does it constitute, an offer of securities or a solicitation to invest in securities in France, the United States, or any other jurisdiction.

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¹ Kaon V is a compartment of the Irish fund Kaon Investment Fund ICAV, a fund managed by BWGI.

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