Public offer on Ordina
by Sopra Steria

1. If you accept the proposed offer, you are asked to tender your shares through your investment account at your custodian, bank or stockbroker during the offer period commencing at 9:00 CET, on 19 July 2023 and, unless extended, expiring at 17:40 CET, on 26 September 2023.
2. Additionally, you are asked to register your shares for the extraordinary general meeting of Ordina (EGM) of 6 September before 17:00 CET on 30 August 2023 and, if you accept the proposed offer, vote in favour of all the agenda topics.

Please note that custodians, banks or stockbrokers may set an earlier deadline for shareholders to communicate their tender or voting instructions, respectively, in order to permit the custodian, bank or stockbroker to communicate such instructions to the settlement agent in a timely manner.

The offeror seeks to acquire 100% of the shares and/or the business and operations of Ordina, through the transaction (which may include the implementation of a post-closing restructuring measure and/or a statutory buy-out procedure) or other subsequent restructuring steps. These steps may have significant consequences for shareholders who do not tender their shares under the proposed offer, including a substantial delay in the receipt of their proceeds and whereby withholding and other taxes, if any, imposed on such shareholders may be different from, and greater than, the taxes imposed upon a shareholder that tenders its shares under the proposed offer.

Should the offer be declared unconditional (gestanddoening), the offeror and Ordina intend to procure the delisting of the shares on Euronext Amsterdam as soon as possible under applicable rules. This may further adversely affect the liquidity and market value of any shares not tendered.

Reference is made to section 6.15 (Consequences of the Offer for non-tendering Shareholders), 6.16 (Post-closing measures and future legal structure) and section 10 (Tax aspects of the Offer and Asset Sale and Liquidation) of the offer memorandum, and to section 6 (Post-closing restructuring) of the position statement.

In case the proposed offer is declared unconditional (gestand is gedaan), shareholders who have validly tendered (or defectively tendered provided that such defect has been waived by the offeror) and have not validly withdrawn and have transferred (geleverd) their shares for acceptance pursuant to the offer on or prior to to 17:40 CET on 26 September 2023 will receive on the settlement date the offer price in respect of each tendered share. Settlement will take place as soon as reasonably possible and in any event within three business days from the unconditional date. Sopra Steria cannot guarantee that shareholders will actually receive the payment within this period from the admitted institution with whom they hold their shares.

Reference is made to section 5.7 (Settlement) of the offer memorandum.

Ordina will continue to operate stand-alone and its ordinary shares will remain listed on Euronext Amsterdam. The tendered shares will be returned to the relevant shareholders promptly following the announcement of the lapse or withdrawal of the offer, as the case may be.

For further details on the termination grounds, please refer to section 6.27 (Termination) of the offer memorandum.