NOTICE
Elis announces the early redemption on 13 October 2026 of its €380,000,000 2.25% bonds convertible into new shares and/or exchangeable for existing shares
due 2029 (OCEANEs)
ISIN FR001400AXXX (the "Bonds")
Puteaux, September 11, 2026 - Elis (the "Company") informs the holders of the Bonds (the "Bondholders") that it will proceed with the early redemption on 13 October 2026 (the "Early Redemption Date") of all Bonds outstanding on such date, pursuant to the first paragraph of Condition 1.10.1.3, "Early redemption at the Company's option", of the terms and conditions of the Bonds dated 22 September 2022 (the "Terms and Conditions").
Capitalised terms that are not otherwise defined in this notice shall have the meanings given to them in the Terms and Conditions.
Unless the Bondholders exercise their Conversion/Exchange Right in accordance with the Terms and Conditions, the Company will redeem in cash on the Early Redemption Date each Bond outstanding on such date at a price per Bond equal to EUR 100,129.45 (the "Early Redemption Price"), being the par value of each Bond (EUR 100,000) together with EUR 129.45 in accrued interest calculated from (and including) 22 September 2026 to (but excluding) the Early Redemption Date.
In accordance with the first paragraph of Condition 1.10.1.3 of the Terms and Conditions, at the Company's request, Conv-Ex Advisors Limited, acting as Calculation Agent in respect of the Bonds, has verified that the arithmetic mean, calculated over a period of 20 consecutive Trading Days from (and including) 11 August 2026 to (and including) 7 September 2026, selected by the Company from among the 40 consecutive Trading Days from (and including) 17 July 2026 to (and including) 10 September 2026, of the products, in respect of each such Trading Day, of (i) the Volume-Weighted Average Price of the Shares on that Trading Day and (ii) the Conversion/Exchange Ratio applicable on that Trading Day, exceeded 130% of the par value of each Bond.
In accordance with Conditions 1.10.1.3 and 2.3 of the Terms and Conditions, a Bondholder may exercise its Conversion/Exchange Right in respect of any Bond held by it, provided that the relevant Request Date in respect of such exercise falls no later than 2 October 2026 (being the seventh (7th) Business Day preceding the Early Redemption Date), and that such exercise is otherwise made in accordance with the Terms and Conditions.
Bondholders wishing to exercise their Conversion/Exchange Right should contact the financial intermediary holding their Bonds in a securities account sufficiently in advance so that all requirements for a valid exercise, including receipt of the exercise request and transfer of the corresponding Bonds, are completed by the applicable deadline. The centralising agent for the Bonds is Uptevia, Cœur Défense Tour A - 90-110 Esplanade du Général de Gaulle 92400 Courbevoie (the "Centralising Agent").
Each Bond in respect of which the Conversion/Exchange Right has not been validly exercised by the applicable deadline will be redeemed in cash at the Early Redemption Price on the Early Redemption Date.
As of the date of this notice, 3,800 Bonds remain outstanding out of a total of 3,800 Bonds initially issued. The Conversion/Exchange Ratio is currently equal to 6,256.8564 Shares per Bond. Assuming that all Bondholders exercise their Conversion/Exchange Right, a maximum of 23,776,054 Elis shares could be delivered, representing approximately 10.21% of the Company's current share capital, subject to any subsequent adjustment of the Conversion/Exchange Ratio in accordance with the Terms and Conditions. The Company intends to use the existing Shares it holds following the completion of its share buyback program on 9 July 2026, thereby limiting the number of newly issued Shares that may be required. Bondholders validly exercising their Conversion/Exchange Right may receive newly issued Shares and/or existing Shares, as determined by the Company. Settlement and delivery of Shares will occur in accordance with the Terms and Conditions and the instructions of the Centralising Agent.
IMPORTANT NOTICE
The early redemption of the Bonds may not be accepted in any jurisdiction where such redemption would be prohibited or restricted by applicable law, or by residents of any such jurisdiction. No document relating to the exercise of the early redemption option may be transmitted, directly or indirectly, in or into any such jurisdiction or to any such person.
This notice does not constitute an offer to sell, a solicitation of an offer to purchase, or an offer to purchase any securities of Elis in any jurisdiction.
Contacts
Nicolas Buron
Director of Investor Relations, Financing & Treasury
Phone: + 33 (0)1 75 49 98 30 - nicolas.buron@elis.com
Charline Lefaucheux
Investor Relations
Phone: + 33 (0)1 75 49 98 15 - charline.lefaucheux@elis.com
