Successful Transaction Completion

Full exercise of the over-allotment option for €52.5 million

Success of the transaction with a final size of €402.5 million

PRESS RELEASE
MERIGNAC, FRANCE – 12 JUNE 2024

Exosens SA (Compartment A, ISIN code FR001400Q9V2, ticker symbol « EXENS »), a high-tech company focused on providing mission and performance-critical amplification, detection and imaging technology components, today announces that J.P. Morgan SE exercised, on behalf of the Underwriters, the option to purchase an additional 2,625,002 existing shares granted by HLD Europe, Invest Prince Henri and Invest Gamma (the “Over-Allotment Option”), at the IPO price of €20 per share, representing 15% of the 17,500,001 shares offered in the placement (including the private placement to institutional investors and the reserved capital increase) and corresponding to a total amount of around €52.5 million for the Over-Allotment Option.

Including the exercise in full of the over-allotment option, a total of 20,125,003 ordinary shares have been offered in the IPO. The total placement volume amounts to approximately €402.5 million.

Following the exercise in full of the over-allotment option, the free float is increased from 29.96% to 35.13%. Following the private placement made to institutional investors and the exercise of the over-allotment option, Exosens’ share capital will be held as follows:

EXOSENS

This exercise in full of the over-allotment option ends the stabilization period that began on 7 June 2024 (following the publication of the results of the private placement made by Exosens in connection with the listing).

Within the meaning of Regulation (EU) No. 596/2014 of the European Parliament and the Council and Delegated Regulation No 2016/1052 of the European Commission of 8 March 2016, concerning the conditions applicable to buyback programs and stabilization measures, no stabilization activities were carried out by J.P. Morgan SE acting as Stabilization Agent on the Exosens’ ordinary shares in relation to the first admission to trading on Euronext Paris.

Information available to the public

Copies of the Prospectus approved by the AMF on 31 May 2024 under number 24-188, consisting of (i) a registration document approved on 22 May 2024 under number I. 24-010, (ii) a supplement to the registration document approved on 31 May 2024 under number I. 24-011 and (iii) a securities note including a summary of the Prospectus, are available free of charge on request from the Group at the following address: Exosens, 18 Avenue Pythagore, 33700 Mérignac, France, as well as on the websites of the AMF (www.amf-france.org) and Exosens (https://www.exosens.com).

The Group draws the public's attention to the risk factors set out in chapter 3 of the registration document and in section 2 of the securities note. The realization of one or more of such risks may have a material adverse effect on the Group's activities, reputation, financial position, results or outlook, and on the trading price of Exosens’ shares.

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Press contact:

For Exosens
Brunswick group – exosens@brunswickgroup.com
Benoit Grange, + 33 6 14 45 09 26
Hugues Boëton, + 33 6 79 99 27 15
Laetitia Quignon, + 33 6 83 17 89 13

For Groupe HLD
DGM
Charles-Etienne Lebatard : +33 6 14 74 83 08
Etienne Gautier : +33 7 48 15 22 35
Christian d'Oléon : + 33 6 08 49 89 07

Disclaimer

This press release is not being made in and copies of it may not be distributed or sent, directly or indirectly, into the United States of America, Canada, Australia or Japan.

The distribution of this press release may be restricted by law in certain jurisdictions. Persons into whose possession this press release comes are required to inform themselves about and to observe any such restrictions. This press release is provided for information purposes only. It does not constitute and should not be deemed to constitute an offer to the public of securities, nor a solicitation of the public relating to an offer of any kind whatsoever in any country, including France. Potential investors are advised to read the prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the securities.

This press release is an advertisement and not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, as amended (the “Prospectus Regulation”), also forming part of the domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”).

With respect to the member States of the European Economic Area and to the United Kingdom, no action has been undertaken or will be undertaken to make an offer to the public of the securities referred to herein requiring a publication of a prospectus in any relevant member State or the United Kingdom. As a result, the securities may not and will not be offered in any relevant member State or the United Kingdom except in accordance with the exemptions set forth in Article 1(4) of the Prospectus Regulation, also forming part of the domestic law in the United Kingdom by virtue of EUWA, or under any other circumstances which do not require the publication by Exosens of a prospectus pursuant to Article 3(2) of the Prospectus Regulation, also forming part of the domestic law in the United Kingdom by virtue of EUWA, and/or to applicable regulations of that relevant member State or the United Kingdom. In France, an offer to the public of securities may not be made except pursuant to a prospectus that has been approved by the French Financial Markets Authority (the “AMF”). The approval of the prospectus by the AMF should not be understood as an endorsement of the securities offered or admitted to trading on a regulated market.

This press release does not constitute an offer to purchase or to subscribe for securities in the United States or in any other jurisdiction.

The securities referred to herein may not be offered or sold in the United States of America absent registration or an applicable exemption from registration under the U.S. Securities Act of 1933, as amended. Exosens does not intend to register all or any portion of the offering of the securities in the United States of America or to conduct a public offering of the securities in the United States of America.

This press release does not constitute an offer of securities to the public in the United Kingdom. This communication is being distributed to and is directed only at (i) persons who are outside the United Kingdom or (ii) persons who are “qualified investors” within the meaning of Article 2 of the Prospectus Regulation as it forms part of domestic law by virtue of the EUWA and who are also (x) investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (y) high net worth entities, or other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). Any investment activity to which this communication relates will only be available to and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this press release or any of its contents.