PRODWAYS GROUP announces a proposed public tender offer for its own shares

May 12, 2026 at 8h

• Proposed €20 million share buyback offer ("OPRA")
• Price of €1.10 per share, representing a premium of 35.1% to the closing price of May 11, 2026
• Proposed offer therefore for 35.13% of the Company's share capital, consisting of a total of 51,750,524 shares

Presentation of the OPRA project

On May 11, 2026, the Board of Directors of PRODWAYS GROUP confirmed the principle of a proposed share buyback offer aimed at offering its shareholders the buyback of a maximum of 18,181,818 shares, with a view to their cancellation as part of a capital reduction not motivated by losses. This share buyback offer would cover approximately 35.13% of PRODWAYS GROUP's share capital at a price of €1.10 per share. As a result, the Board has decided to submit to the Annual General Meeting of June 17, 2026 the proposed capital reduction under the tender offer.

The purchase price of €1.10 per share represents a premium of 35.1% to the closing price of €0.814 per share on May 11, 2026 (the last trading day before the announcement of the characteristics of the proposed tender offer) and a premium of 35.5% and 44% to the volume-weighted averages of the share prices over a period of 20 and 60 trading days prior to this date.

Context of the OPRA

On March 6, 2026, PRODWAYS GROUP announced the signing of a sale agreement for the sale of its Software business, carried by its subsidiary AvenAo, for a sale price of €35 million (the "Sale"). This transaction was approved by General Meeting of shareholders on April 24, 2026 and its final completion was the subject of a press release dated May 6, 2026.

Following the Sale, PRODWAYS GROUP wishes to provide its shareholders with a portion of the proceeds of the Sale as announced in the press releases of March 6 and 20, 2026.

In this context, the Company intends to file with the services of the Autorité des marchés financiers (AMF) a public tender offer for its own shares for an amount of €20 million, which will be fully financed by a significant part of the proceeds of the Sale. After this transaction, PRODWAYS GROUP will still have the necessary resources to finance its activity and development and its equity will remain positive.

This project would thus allow shareholders who wish to do so to benefit from a liquidity window.

The family-owned GORGÉ Group (composed of Jean-Pierre GORGÉ, Raphaël GORGÉ, GORGÉ SA and its subsidiary EXAIL TECHNOLOGIES), which holds 24.98% of the share capital, has informed the Company of its intention to tender its shares as part of the proposed Offer.

Indicative timeline for next steps (non-exhaustive)

April 16, 2026	Appointment of KLING EXPERTISE & EVALUATION, represented by Mr. Teddy GUÉRINEAU, as independent expert on the proposal of the offer committee composed of independent directors
May 11, 2026	Board of Directors deciding to submit the resolution authorizing the tender offer to the General Meeting of June 17, 2026, on the proposal of the Offer Committee
May 12, 2026	Project press release
End of May 2026	Receipt of the report of the independent expert Board of Directors giving its reasoned opinion in the light of the report of the independent expert and the work of the Offer Committee Submission of the draft tender offer to the AMF
June 17, 2026	Combined Annual General Meeting of Prodways Group to decide on the capital reduction not motivated by losses by way of a public share buyback offer Board of Directors deciding on the launch of the share buyback offer subject to the AMF's compliance and the cancellation of the shares acquired subject to settlement and delivery

Prodways Group will communicate in due course on the next steps in the schedule.

The proposed tender offer described above is subject to certain conditions precedent, in particular the issuance of the independent expert's report on the fairness of the price proposed under the tender offer, the authorization by the General Meeting of June 17, 2026 on the capital reduction under the tender offer and the issuance of a compliance decision by the AMF on the tender offer.

In accordance with Article 5 of AMF Decision No. 2021-01, the liquidity contract entered into with TP Icap is temporarily suspended as of today.

About Prodways Group

Prodways Group is a specialist in industrial and professional 3D printing with a unique positioning as a European player. The Group is present across the entire 3D printing value chain (printers, materials, parts & services) with an industrial solution with high technological added value. Prodways Group offers a wide range of 3D printing systems and premium composite materials (SYSTEMS division). The Group also manufactures and markets 3D printed parts, prototypes and small series in plastic and metal (PRODUCTS division).

Prodways Group is listed on Euronext GROWTH in Paris (FR0012613610 - ALPWG).

More information about https://www.prodways-group.com

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Prodways Group

Contacts

INVESTOR CONTACTS

Hugo Soussan

Investor Relations

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Anne-Pauline Petureaux

Shareholder relations

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PRESS CONTACTS

Manon Clairet

Financial press relations

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