BOIRON: Notice of General Meeting of Shareholders on October 16, 2023 – 09/06/2023 at 5:50 p.m.

BOIRON’s Board of Directors met on September 6, 2023 and decided to convene the Combined General Meeting of shareholders on October 16, 2023. The meeting notice for this General Meeting will be published shortly in the BALO (Bulletin des Annonces Légales Obligatoires) and can be consulted on the Company’s website. The Board of Directors also approved the documents that will be submitted to this General Meeting.

Distribution of an exceptional dividend

The Board of Directors first decided to submit to this General Meeting the distribution of an exceptional dividend in the amount of €10.36 per BOIRON share, representing, on the basis of the number of shares making up the capital of the Company and giving right to a dividend (i.e. 17,362,275 shares, taking into account the number of treasury shares held on the date of this day, i.e. 183,133 shares), an envelope for a total amount of 179,873,169 ,00 €. The exceptional distribution will be ex-divided on October 18, 2023 and paid from October 20, 2023.

This exceptional dividend distribution falls within the context of the transfer operation, by sale and contribution, of all the BOIRON shares held by the BOIRON family concert, for the benefit of the company BOIRON DEVELOPPEMENT (953 894 037 RCS Lyon) and the entry of EW Healthcare Partners into the capital of BOIRON DEVELOPPEMENT, which will be followed by the filing of a draft mandatory simplified tender offer for BOIRON shares, then, if the conditions are met at the end of the offer, the implementation of a squeeze-out (hereinafter the ”

Operation

“).

[1]

It is recalled that the Transaction values ​​the BOIRON share at €50. The simplified public tender offer (the “Offer”) of BOIRON DEVELOPPEMENT would be made at a price of €39.64 per BOIRON share, less an exceptional dividend of €10.36 per BOIRON share. This exceptional dividend will be paid to all BOIRON shareholders prior to the transfer of the majority block and subject to it. As a reminder, as of June 30, 2023, BOIRON had available net cash of €221.67 million and generated during the 1

^er

semester 2023 a self-financing capacity of €19.6 million largely covering the net investments for the period (€13.5 million). BOIRON will thus maintain its financial flexibility thanks to positive and appropriate net cash.

This Offer price of €39.64 per BOIRON share, net of the amount of exceptional dividend paid before the opening of the Offer (€10.36 per BOIRON share), would represent a premium of 36.0% compared to the last closing price before this press release (€29.14 on July 3, 2023) and 38.4% and 41.8% compared to the volume-weighted average prices for the last 20 and 60 trading days. The price references previously cited for the calculation of the premiums are restated for the amount of the exceptional dividend paid before the opening of the Offer. This Offer price would be payable in cash.

It is also recalled that, in accordance with the provisions of Article 261-1, I, 1°, 2° and 4° and Article 261-1, II of the General Regulations of the Autorité des Marchés Financiers, the price of the Offer will be the subject of a report and a fairness opinion from the firm BM&A

[2]

appointed as an independent expert by the Board of Directors on July 18, 2023.

[3]

Finally, it is recalled that the conclusion of the definitive agreements relating to the transfer of the majority block of shares to BOIRON DEVELOPPEMENT at the Offer price may take place following the consultation procedures with the employee representative bodies, the necessary regulatory authorizations and the fulfillment of the usual preconditions and conditions precedent. Depending on the deadlines for these consultations and the lifting of these conditions precedent and suspensive, the conclusion of the definitive agreements could take place at the beginning of the 4

^th

quarter of this year (all information relating to this proposed Offer is available on www.opas-boiron.com).

Modification of the statutes

In addition, with a view to simplifying the operation of the Board of Directors, the Board of Directors has decided to submit to the General Meeting of Shareholders the modification of Article 16 of the Company’s Articles of Association, in order to remove the obligation imposed on Directors to hold shares in the Company.

[1]

See press release published by the Company on July 4, 2023.

[2]

Email: [email protected]; Tel: +33 (0)1 40 08 99 50

[3]

See press release published by the Company on July 18, 2023.

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