DMS IMAGING: DMS Imaging: Project to transfer the listing of DMS Imaging shares on the Euronext Growth market in Paris and Brussels. – 05/25/2023 at 6:00 p.m.

May 25, 2023

Project to transfer the listing of DMS Imaging securities

on the Euronext Growth market in Paris and Brussels

The Board of Directors of

DMS Imaging (Euronext Brussels and Paris – BE0974289218 – DMSIM),

imaging division of DMS Group and French specialist in the development, design and manufacture of imaging systems, meeting on April 26, 2023 decided to submit a request for extension of the approval of the project to delist the company’s shares on Compartment C of the regulated markets Euronext Paris and Brussels and concurrent admission to trading on the Euronext Growth Paris and Brussels multilateral trading system to shareholders at a combined general meeting to be held on June 8, 2023 at 3:00 p.m.

Reasons for transfer

This proposed transfer aims to allow DMS Imaging to be listed on a market more appropriate to the size of the company. The transfer to the Euronext Growth market in Paris and Brussels would indeed simplify the operation of the company and reduce its costs, while allowing it to continue to benefit from the attractions of the financial markets.

Transfer conditions

The extension of the mandate granted to the Board of Directors for the concurrent admission to trading on the Euronext Growth multilateral trading system for a period of 12 months must be approved by the company’s shareholders at a combined general meeting on June 8, 2023. .

At the Ordinary General Meeting of September 12, 2022, the shareholders gave full powers to the Board of Directors, under the 18

^th

resolution, to request the removal of the company’s securities from trading on compartment C of the regulated markets Euronext Paris and Brussels and the concomitant admission to trading on the Euronext Growth Paris and Brussels multilateral trading system. This project has not yet been completed, an extension is requested for a new period of 12 months which will expire at the general meeting called to decide on the annual accounts of the company, relating to the financial year closed on December 31, 2023. .

Euronext’s consent is also required for the delisting of DMS Imaging securities from the regulated market of Euronext Paris and Brussels as well as for the admission of the securities to the Euronext Growth market in Paris and Brussels.

The delisting from the regulated market of Euronext Brussels being carried out at the same time, the transfer will also be subject to the agreement of the Belgian regulatory authority (the

Financial Services and Markets Authority

or FSMA).

DMS Imaging meets the eligibility conditions required to benefit from such a transfer on Euronext Growth,

namely in particular a market capitalization of less than 1 billion euros and a free float of more than 2.5 million euros.

Terms of transfer

This listing by direct admission to Euronext Growth in Paris and Brussels will be carried out through an accelerated procedure for the direct admission to trading of the existing shares of DMS Imaging, which will simultaneously cease to be listed on the regulated markets Euronext Paris. and Brussels. No new shares will be issued on the occasion of this transfer.

DMS Imaging will be supported in its transfer project on Euronext Growth in Paris and Brussels by Atout Capital, as

Sponsor listing.

Consequences of transfer

In accordance with the regulations, the company wishes to inform its shareholders of some of the possible consequences of such a transfer.

With regard to periodic financial information:

• The annual financial statements (corporate and consolidated), the management report as well as the auditors’ reports on these financial statements would be published no later than four months following the end of the financial year;

• The half-year report, including the half-year financial statements and the activity report, would be published within 4 months after the end of the half-year (instead of the 3-month period in force on Euronext) and would no longer be subject to a limited review by the statutory auditors;

• Free choice in terms of accounting standards (Belgian standards or IFRS standards) for the preparation of the consolidated accounts. Nevertheless, DMS Imaging has decided to continue to prepare its accounts according to IFRS standards.

In terms of permanent information:

• As Euronext Growth is an organized multilateral trading system, DMS Imaging would remain subject to the provisions applicable to permanent market information and more particularly to the provisions of the European Market Abuse Regulation (EU No. 596/2014 of April 16, 2014 known as MAR”) ;

• In addition, the directors of DMS Imaging (and the persons related to them) would remain subject to the obligation to declare the transactions they carry out on the company’s shares and debt securities.

In terms of protecting minority shareholders:

• DMS Imaging would remain subject, for a period of 3 years from the transfer to Euronext Growth Paris and Brussels, to the system of mandatory public offers and to the maintenance of information obligations relating to the crossing of thresholds as applicable for listed companies. on Euronext;

• Beyond this 3-year period, the mechanism of the compulsory public offer would apply, except for derogation, in the event of crossing by a shareholder, directly or indirectly, alone or in concert, of the threshold of 50% of the capital or voting rights.

The company draws attention to the fact that the transfer to Euronext Growth in Paris and Brussels could result in a change in the liquidity of the share different from that observed on the regulated Euronext market.

Beyond the above, DMS Imaging would seek to maintain the quality of the relationships it has always sought to establish with its shareholders and investors.

Indicative timetable for the proposed transfer to Euronext Growth Paris and Brussels (subject to the agreement of the shareholders of the Company, Euronext and the FSMA)

June 08, 2023

: Holding of the ordinary general meeting of DMS Imaging and Board of Directors to vote on the extension of the approval of the project to delist the company’s securities from trading in compartment C of the regulated markets Euronext Paris and Brussels and to admit concomitant with negotiations on the Euronext Growth Paris and Brussels multilateral trading system.

Listing on Euronext Growth in Paris and Brussels would take place within a minimum period of 2 months from the general meeting.

08 August 2023 at the earliest

: Listing of DMS Imaging shares on the Euronext Growth Paris and Brussels market and delisting of DMS Imaging shares from the regulated markets of Euronext Paris and Euronext Brussels.

The mnemonic code of the DMS Imaging share (DMSIM) would be modified on the occasion of the transfer to Euronext Growth in Paris and Brussels. The ISIN code (BE0974289218) would remain unchanged.

In addition, the DMS Imaging share would remain eligible for PEA and PEA-PME after the transfer to Euronext Growth in Paris and Brussels.

About DMS Imaging

Specialized in high technology in the service of medical diagnosis, DMS Imaging is now positioned as the French leader in the development, design and manufacture of imaging systems dedicated to radiology, bone densitometry, 3D modeling and posturology.

DMS Imaging is listed on the Euronext market in Brussels and Paris (ISIN: BE0974289218 – ticker: DMSIM).

More information at www.dms-imaging.com.

contacts

DMS Imaging

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