PHARMASIMPLE: PHARMASIMPLE: APPROVAL OF THE PHAMASIMPLE SPLIT AND MINORITY SHARE – 2022-11-10 at 08:55

APPROVAL OF THE PHAMASIMPLE SPRING OF SHARES AND MINORITY ACTION

Houdeng-Goegnies (Belgium), November 10, 2022, 9 a.m. – The extraordinary general meeting of Pharmasimple (ISIN code: BE0974302342. Mnemonic: ALPHS, the “

Company

“), held on November 7, 2022, approved by a majority of 94% of the shares present and represented the reverse stock split transaction (the ”

Reverse Stock Split

”) under the terms proposed by the Board of Directors of the Company.

The board of directors will implement the Reverse Stock Split in accordance with the decision of the extraordinary general meeting and the powers delegated to it.

The exchange ratio used is one new share for fifty thousand existing shares (the ”

Exchange Report

“).

Schedule of the Reverse Stock Transaction

The timetable for the operation as proposed in the press release of October 5, 2022, 6 p.m. is slightly adapted as follows:

In accordance with what was previously announced, in the context of the Reverse Stock Split, the option to convert the convertible bonds into shares issued by the Company in accordance with the terms and conditions of the investment agreement entered into between the Company, as issuer, and the Global Tech Opportunities 12 investment fund, as an investor, has been suspended since November 7, 2022, the date of the general meeting that approved the Reverse Stock Split transaction and until the date end of the consolidation and sale of fractions of new shares.

Reverse Stock Split – practical arrangements

The practical terms of the Reverse Stock Split approved by the Extraordinary General Meeting are as set out in the press release dated October 5, 2022, 6 p.m. and as recalled in this press release below:

1. The Reverse Stock Split will concern all of the outstanding shares of the Company and will be carried out under the same conditions for all shareholders.

2. The exchange of shares will take place automatically, in the register of shareholders for holders of registered shares, and on their securities accounts for holders of dematerialized shares, without the shareholders being required to undertake any procedures.

3. The Reverse Stock Split will not affect the form of outstanding shares (dematerialized or registered) and outstanding registered and dematerialized shares will be treated separately. The Reverse Stock Split will take place automatically, without intervention on the part of the shareholders of the Company.

4. All new shares will have the same rights and benefits in all respects, including the right to any dividends. At the end of the Reverse Stock Split, each new share will represent the same fraction of the Company’s capital.

Fractions of shares (broken)

The board of directors again wishes to draw the attention of shareholders who do not hold a number of existing shares corresponding to a multiple of fifty thousand (50,000) to the fact that, taking into account the Exchange Ratio, the Combination of ‘Shares proposed by the Board of Directors could give rise to the appearance of fractional shares.

In this case, the number of new shares held by this shareholder will be rounded down to the nearest whole number.

The fractions of shares which would appear at the end of the Reverse Stock Split will be consolidated and the new shares resulting from the consolidation of fractional shares will be sold via the central order book of Euronext Growth Paris.

Any shareholder who does not hold a number of shares corresponding to a multiple of fifty thousand (50,000) may, if he so wishes:

1. either choose to buy or sell existing shares before the Reverse Stock Split, so as to obtain a multiple of fifty thousand (50,000) and thus avoid the appearance of fractional shares on the record date;

1. either take no action – subject to the following – and be awarded cash compensation corresponding to the
   
   pro rata
   
   the net proceeds from the sale on the market of new shares resulting from the consolidation of fractional shares.

The board of directors draws the attention of the shareholders of the Company holding less than fifty thousand (50,000) shares in particular to the fact that the proposed Reverse Stock Split will lead de facto to their exit from the shareholding of the Company if they do not purchase a sufficient quantity of shares so that they hold, on the day of the proposed Share Split, at least fifty thousand (50,000) shares.

The net proceeds from the sale of the new shares resulting from the consolidation of fractional shares will be distributed,

pro rata

to shareholders holding a number of shares that does not correspond to a multiple of fifty thousand (50,000), on December 14, 2022, under the conditions and according to the procedures set out below.

Shareholders holding registered shares of the Company whose net proceeds from the sale of their fractional shares is less than one euro cent (EUR 0.01) will receive one euro cent (EUR 0.01) from the Company without having to take specific steps with the exception of communicating to the company, via e-mail at the following address [email protected] no later than 15-01-2023, the details of the bank account to which the transfer of the Compensation of one euro cent (0.01 EUR) must be made by the Company.

Shareholders holding dematerialized securities with an account holder and whose

pro rata

of the net proceeds from the sale of new shares resulting from the consolidation of fractional shares is, at the end of the sale period, less than one euro cent (EUR 0.01) are invited to file a claim for compensation with of the Company in order to obtain compensation of one euro cent (EUR 0.01). This request must be sent via e-mail to the following address [email protected] no later than 15-01-2023 and must contain (i) proof of the number of old shares they held at the last closing listing date of the old shares – via a certificate issued by their securities holder – as well as (ii) the details of the bank account to which the transfer of the compensation of one euro cent (EUR 0.01) must be carried out by the Company.

If the shareholder concerned does not react within the period mentioned above, the net proceeds resulting from the sale of the new shares resulting from the consolidation of fractions, which is less than 0.01 EUR and which cannot be distributed as described below above, will revert to the Company.

The Company cannot predict the sale price of the new shares corresponding to the fractional shares thus consolidated and therefore cannot estimate the proceeds of this sale.

Effect of the Reverse Stock Split

As a result of the Reverse Stock Split, the market price of the Company’s shares will increase mechanically, in proportion to the reduction in the number of shares in circulation. However, the Company cannot anticipate changes in the share price after the effective date of the Reverse Stock Split and therefore cannot guarantee the impact of the Reverse Stock Split on the stock market price of the shares of the Company.

An action seeking the annulment of certain decisions of the Company’s bodies

The Company announces that in the context of litigation relating to the development of its strategy, a group of a few shareholders holding a total of slightly more than three percent (3%) of the shares of the Company, has submitted a request aimed at the cancellation of certain decisions of its bodies and in particular the decisions adopted at the extraordinary general meeting of shareholders of 1

^er

February 2022, the purpose of which is to authorize the Board of Directors to carry out capital increases by the so-called “authorized capital” technique for an amount of up to EUR 300,000,000.

The bases on which this request for cancellation is based are firmly contested by the Company, which intends to use all legal means at its disposal to oppose it. The Company will show in particular that this request clearly goes against the interests of the Company and only seeks to favor the personal interests of the shareholders who submitted this request.

Next release:

[*].

contacts:

About Pharmasimple:

Pharmasimple, specializing in the online sale of parapharmaceutical products, is one of the main players in France. The company offers more than 120,000 references of cosmetic and dermo-cosmetic products, medical accessories and food supplements. In 2021, Pharmasimple achieved a turnover of €30 million. The Group aims to become one of the leaders in its sector in Europe. Pharmasimple benefits from the “Innovative Company” label awarded by Bpifrance. Pharmasimple shares are listed on the Euronext Growth market. ISIN code: BE0974302342. Mnemonic: ALPHS.

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