Regulatory News:
Havas N.V. ("Havas" or the "Company") (AEX:HAVAS) announces that it is expected to implement a reverse share split of (i) the ordinary shares in the capital of the Company (Ordinary Shares) (ISIN code NL0015002AH0), (ii) the special voting shares A in the capital of the Company (Special Voting Shares A), and (iii) the special voting shares B in the capital of the Company (Special Voting Shares B, and together with the Ordinary Shares and the Special Voting Shares A: Shares), each in the ratio 10:1 (Reverse Share Split). The Company has not issued any Special Voting Shares A or Special Voting Shares B, and it is not expected that such shares shall be issued prior to the completion of the Reverse Share Split.
Pursuant to the Reverse Share Split, and as a result of the envisaged amendment to the articles of association of the Company by means of the amendment deed as approved by the Company's annual general meeting held on 28 May 2025 ("Amendment Deed") becoming effective:
(i) each ten (10) Ordinary Shares shall be consolidated into one (1) Ordinary Share with the nominal value per Ordinary Share being multiplied by ten (10);
(ii) the nominal value of each Special Voting Share A shall be multiplied by ten (10); and
(iii) the nominal value of each Special Voting Share B shall be multiplied by ten (10).
The Reverse Share Split is aimed at reducing the number of issued Ordinary Shares and simplifying the administrative management of the same, while at the same time improving the Ordinary Shares' perception in the market.
The Reverse Share Split is not expected to influence the value of the investment held in the Company, because (i) the amount of the issued share capital of the Company immediately before and after implementation of the reverse share split would remain unchanged and (ii) the reduction in the number of existing Ordinary Shares is expected to be offset by the simultaneous and corresponding increase in the value of each Ordinary Share, without impacting the overall value of the investment held, all other conditions being unchanged.
To implement the Reverse Share Split, the Company will reduce the number of issued Ordinary Shares by a factor of ten (10), which will not result in a decrease in the amount of the Company's issued share capital at the time of the implementation of the Reverse Share Split.
In light of the above, as a result of such Reverse Share Split and the execution of the Amendment Deed, the authorized share capital of the Company shall become EUR 800,000,006, divided into (i) 200,000,000 Ordinary Shares with a nominal value of EUR 2 each, (ii) 200,000,000 Special Voting Shares A with a nominal value of EUR 2 each, and (iii) one (1) Special Voting Share B with a nominal value of EUR 6.
Frequently asked questions (FAQ) relating to the Reverse Share Split are available on the Company's website in the "Investors/Shareholders" section, regulated information.
Main terms and conditions on the implementation of the Reverse Share Split
Following the Company's annual general meeting held on 28 May 2025, the board of directors of the Company (Board) has resolved to, among others, implement the Reverse Share Split and have the Amendment Deed executed in due course. The following terms and conditions of the Reverse Share Split are included in more detail below:
- Start of the Reverse Share Split operations: 14 October 2025.
- Effective date of the Reverse Share Split (trading of the Ordinary Shares under the new ISIN code NL0015002K83): 18 November 2025 (Effective Date
- Effect Reverse Share Split: each ten (10) Ordinary Shares, with current ISIN code NL0015002AH0, shall be consolidated into one (1) Ordinary Share with the nominal value per Ordinary Share being multiplied by ten (10), being EUR 2 and with new ISIN code NL0015002K83, the nominal value of each Special Voting Share A shall be multiplied by ten (10), being EUR 2 and the nominal value of each Special Voting Share B shall be multiplied by ten (10), being EUR 6.
- Cancellation of four (4) Ordinary Shares: Following the public announcement and expiry of the mandatory two-month waiting period (i.e. from 1 August 2025 to 1 October 2025), a cancellation of four (4) Ordinary Shares has been effectuated in accordance with Dutch law, which cancellation became effective on 2 October 2025. The cancellation of these four (4) Ordinary Shares was resolved upon and implemented in the context of the Reverse Share Split and will be reflected on Euronext Amsterdam as of 13 October 2025, with the relevant notice to be published on 9 October 2025. As a result, the issued capital of the Company has been reduced from EUR 198,362,298.80, divided into 991,811,494 Ordinary Shares with a nominal value of EUR 0.20 each to EUR 198,362,298, divided into 991,811,490 Ordinary Shares with a nominal value of EUR 0.20 each.
- Number of issued Ordinary Shares subject to the Reverse Share Split: 991,811,490 Ordinary Shares, with a nominal value of EUR 0.20.
- Number of issued Ordinary Shares after implementation of the Reverse Share Split: 99,181,149, with a nominal value of EUR 2.
- Consolidation Ordinary Shares: On the Effective Date, every ten (10) issued Ordinary Shares will be automatically consolidated into one (1) Ordinary Share.
- Centralization: The change from the current ISIN code NL0015002AH0 of the Ordinary Shares to the new ISIN code NL0015002K83 of the Ordinary Shares will be carried out according to the automatic procedure and as described in the Euronext notice released on 14 October 2025.
- Fractional shares: The shareholders who do not hold a number of Ordinary Shares that is a multiple of ten (10) prior to the implementation of the Reverse Share Split, shall be able to buy or sell Ordinary Shares until 17 November 2025 to round their portfolio up to the nearest multiple of ten (10). After 17 November 2025, shareholders who do not hold a number of Ordinary Shares that is a multiple of ten (10) shall be indemnified in cash for the fractional shares they hold by their financial intermediary within 30 days from 20 November 2025 (in accordance with market practice).
Reverse Share Split indicative timetable
14 October 2025 | Release of the Euronext notice announcing the Reverse Share Split |
16 October 2025 17 November 2025 | Shareholders can buy and sell Ordinary Shares to round their portfolio up to the nearest multiple of ten (10) and manage fractional shares |
17 November 2025 | Last trading day under old ISIN code |
18 November 2025 | Effective date of the Reverse Share Split and first day of trading under new ISIN code NL0015002K83 |
19 November 2025 | Record Date |
20 November 2025 | Settlement of the Reverse Share Split |
20 November 2025 22 December 2025 | Shareholders to be indemnified in cash due to fractional rights through their financial intermediaries |
About Havas
Founded in 1835 in Paris, Havas is one of the world's largest global communications groups, with nearly 23,000 people operating in over 100 markets and sharing one mission: to make a meaningful difference to brands, businesses, and people. To meet the needs of its clients, Havas has developed a seamlessly integrated strategy and operating system, Converged.AI, fusing all its global expertise, tools and capabilities, to create, produce, and distribute real-time, optimized, and personalized marketing solutions at scale. With inspired human ideas at the heart of this unique model, supercharged by the latest data, technology and AI, the teams work together with agility and in perfect synergy within Havas Villages to provide clients with tailor-made solutions that support them in their positive transformation. Havas is committed to building an inclusive and equitable workplace, that prioritizes the well-being and professional development of its talents. Further information about Havas is available at www.havas.com.
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Contacts:
For more information, please contact:
Charlotte Rambaud
Global Chief Communications Officer
charlotte.rambaud@havas.com
+33 6 64 67 66 27
Delphine Maillet
Head of Investor Relations
delphine.maillet@havas.com
+33 6 80 36 18 12
Kristin Calmes
Global Senior Communications Officer
kristin.calmes@havas.com
+33 6 08 40 76 27
