VEOM GROUP: Fundraising by issuing bonds convertible into shares (OCA) – 09/25/2023 at 6:05 p.m.

• Drawing of a first tranche of OCA of €0.23 million

• Announcement of the drawing schedule for two complementary tranches by the end of 2023

• Objective: to provide VEOM Group with financial latitude and to cover possible future financing needs

VEOM Group (Euronext Growth – FR0013530102 – ALVG)

the leading European group in the world of

Smart Home

(smart home), announces the exercise of an issue warrant for 92 bonds convertible into shares (OCA), with a nominal value of €2,500 per OCA, subscribed by the investment fund Global Growth Holding Ltd. (“the Investor”), representing a cash contribution of €0.23 million. Two other draws of an identical amount will be made by the end of the 2023 financial year.

These issues take place within the framework of a contract (the “Issue Contract”) established with Negma Group Ltd on May 23, 2019, and modified by amendments dated September 14, 2020 and April 20, 2022, which consists of a flexible bond financing line by issuing a maximum of 920 OCAs with a nominal value of €2,500 each for a total nominal bond loan amount of €2.3 million. The Issuance Contract was assigned by Negma Group Ltd to the Investor on September 25, 2023.

Main features of the operation

As a reminder, the issuance of 10 vouchers made up of 92 OCA each was decided by the Board of Directors of VEOM Group on November 25, 2019, making use of the delegation of authority granted by the general meeting of shareholders of the June 28, 2019 under its 15

^th

resolution. These issue warrants, maturing on November 24, 2024, will oblige the Investor, upon request and at the sole initiative of VEOM Group and subject to the satisfaction of certain conditions defined in the OCA Issue Contract, to subscribe to a total maximum of 920 OCA representing a maximum total nominal amount of bond issue of

€2.3 million (for more details on the Issuance Agreement, read the press release of May 24, 2019).

These new financial resources aim to provide VEOM Group with financial latitude and to cover possible future financing needs.

Main characteristics of OCAs

The OCAs will have a nominal value of €2,500 each and will be subscribed to at their nominal value.

They will not bear interest and will have a maturity of 12 months from their issue. When they expire, the OCAs must be converted by their holder into VEOM Group shares. They must, however, be repaid in the event of an event of default.

OCAs may be converted into VEOM Group shares at the request of their holder, at any time, according to the conversion parity determined by the formula below:

P = Vn / P

With :

“

NOT ”

corresponding to the number of new VEOM Group ordinary shares to be issued upon conversion of an OCA;

“

Vn

» corresponding to the bond debt that the OCA represents (ie the nominal value of an OCA, i.e. €2,500);

“

P

» corresponding to 85% of the highest between (i) the lowest volume-weighted average price of the Company’s stock at closing (as published by Bloomberg) and (ii) the lowest bid price (as published by Bloomberg), over the ten (10) trading days immediately preceding the date of receipt by the Company of a conversion request.

At its sole discretion, the Company may decide, upon receipt of an OCA conversion request, to:

• deliver new or existing shares of the Company according to the conversion parity defined above; Or

• pay a sum in cash to each holder concerned, determined by the formula below:

(VN / P) x C

With:

“

Vn

» corresponding to the bond debt that the OCA represents (ie the nominal value of an OCA, i.e. €2,500);

“

P

» corresponding to 85% of the highest between (i) the lowest volume-weighted average price of the Company’s stock at closing (as published by Bloomberg) and (ii) the lowest bid price (as published by Bloomberg), over the ten (10) trading days immediately preceding the date of receipt by the Company of a conversion request.

“

VS

» corresponding to the lowest volume-weighted average price of the Company’s share at closing (as published by Bloomberg) on ​​the date the Company receives the conversion request.

OCAs cannot be transferred by their holder without the prior consent of the Company,

with the exception of transfers made for the benefit of one or more affiliates of Global Growth Holding Ltd.

Furthermore, the OCAs will not be the subject of a request for admission to trading on the regulated market of Euronext Paris and will therefore not be listed.

New shares resulting from the conversion of OCAs

The new shares issued upon conversion of the OCAs will carry current rights. They will have the same rights as those attached to the Group’s existing ordinary shares and will be subject to admission to the Euronext Growth Paris market on the same listing line (ISIN code FR0013530102).

The company will keep up to date on its website (www.veomgroup-bourse.com) a table monitoring the Issue Warrants, OCAs and the number of shares in circulation.

Drawing calendar

The Board of Directors of VEOM Group has already decided to exercise the first three OCA issue warrants according to the following schedule:

The following 7 draws are likely to take place before November 24, 2024, and would then be the subject of a subsequent communication.

The public’s attention is drawn to the risk factors relating to the company and its activity, described in the 2022 Annual Report available on the company’s website.

The realization of all or part of these risks is likely to have an adverse effect on the activity, financial situation, results, development or prospects of the company.

Impact of the issue of three bond certificates of 92 OCA each on the participation of a shareholder currently holding 1% of the capital of VEOM Group

Impact of the issue of three bond certificates of 92 OCA each on the share of equity per share

Impact of the issue of new shares on the share of equity per share

(based on shareholders’ equity as shown in the half-yearly accounts as of June 30, 2023

(French standards) and the number of shares making up the company’s share capital as of June 30, 2023, i.e. 2,577,033 shares):

The weighted average price used to calculate the dilution resulting from the conversion of the OCAs is the closing market price on September 22, 2023 OR the lowest of the average daily prices weighted by volumes at the closing of the VEOM Group share on the last ten days preceding September 25, 2023, namely €1.4838.

This dilution does not prejudge either the final number of shares to be issued upon conversion of the OCAs, nor their issue price, which will be set according to the stock price according to the terms described in the press release of May 24, 2019 and recalled above.

Investor Commitments

Until the later of the two dates between (i) November 24, 2024 and (ii) the conversion and/or redemption of all outstanding OCAs, the Investor has undertaken not to hold at any time more than 4.99% of the number of shares making up the capital of VEOM Group (unless agreed by the company).

Warning

VEOM Group has set up financing in the form of OCA with the company Global Growth Holding Ltd. (“the Investor”) who, after having received the shares resulting from the conversion or exercise of these instruments, is not intended to remain a shareholder of the company.

The shares resulting from the conversion or exercise of the above-mentioned securities will, in general, be sold in the market very quickly, which may create strong downward pressure on the share price.

Shareholders may suffer a loss of their invested capital due to a significant decrease in the value of the company’s stock, as well as significant dilution due to the large number of securities issued to the Investor.

Investors are advised to be very vigilant before making the decision to invest in the securities of the company admitted to trading which carries out such dilutive financing transactions, particularly when they are carried out successively. The company recalls that this dilutive financing operation is not the first that it has implemented.

Investors are particularly invited to take note of the risks relating to these operations, mentioned in the press release.

About VEOM Group

VEOM Group is a leading European group in the world of

Smart Home

(Smart Home).

The group is present in the most dynamic segments of the

Smart Home

: luxury high-fidelity audio, under the Cabasse brand, home automation and home comfort solutions, under the Dio brand, and video security equipment and electrical accessories under the Chacon brand.

The group presents a strong complementarity of its brands, technological synergies based on its software platform

Smart Home Business Platform

and a combination of product, industrial, design and commercial know-how, with the ambition of democratizing the smart home among households.

VEOM Group benefits from an established global organization, with a presence in France (Montpellier and Brest), Belgium (Brussels), the United States (Menlo Park) and an industrial subsidiary in Singapore.

VEOM Group has been recognized on several occasions among the hyper-growth French Tech companies.

Label: VEOM Group

ISIN code: FR0013530102

Mnemonic code: ALVG

Number of shares making up the share capital: 2,577,033

More information on VEOMgroup.com

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