Financial restructuring of Solocal Group: approval of the amendment to the accelerated financial safeguard plan and of a conciliation protocol by the commercial court of Nanterre

                PRESS RELEASE                                                                     Boulogne-Billancourt, 28 June 2024

FINANCIAL RESTRUCTURING OF SOLOCAL GROUP: APPROVAL OF THE AMENDMENT TO THE ACCELERATED FINANCIAL SAFEGUARD PLAN AND OF A CONCILIATION PROTOCOL BY THE

COMMERCIAL COURT OF NANTERRE

Following the press releases issued by Solocal Group notably on 12 April, 23 April and 20 June 2024, Solocal Group announces that:

-          via a first judgement dated 27 June 2024, the commercial court of Nanterre has approved the amendment to the Solocal Group accelerated financial safeguard plan (plan de sauvegarde financière accélérée)(initially approved by a judgment of the commercial court (Tribunal de commerce de Nanterre) dated 9 May 2014, amended a first time by a judgment dated 22 December 2016 and amended a second time by a judgment dated 6 August 2020), which has also been approved at 99.8% of the votes cast during the noteholders general meeting which took place on 22 April 2024 (the "Amended Plan"), and appointed SELARL C. BASSE, in the person of Maître Christophe Basse, as commissaire à l’exécution du plan, for the duration of the Amended Plan; and

-          via a second judgement dated 27 June 2024, the commercial court of Nanterre has approved a conciliation protocol formalizing the agreement reached on the restructuring of the RCF and the Mini-Bond (the "Conciliation Protocol"), and appointed FHBx, in the person of Maître Hélène Bourbouloux, as mandataire à l’exécution of the Conciliation Protocol, for the duration of its execution.

The approval of the Amended Plan and of the Conciliation Protocol will enable Solocal Group to implement the transactions contemplated in the context of its financial restructuring, which has also been approved by Solocal Group’ shareholders at the shareholders general meeting held on 19 June 2024.

The implementation of these transactions would result in a reduction in the proportion of capital and voting rights held by the Company's shareholders. This dilution would be increased if existing shareholders did not take part in the rights issue to be implemented as part of the financial restructuring.

Indicative timetable

In particular, the Company contemplates that the decision to launch the rights issue for a gross amount, including issue premium, of €18,012,629.271, will be taken by the Company's Board of Directors on July 3, 2024.

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As a consequence:

-          The trading period of the preferential subscription rights would run from 5 July to 22 July 2024 (inclusive);

-          The subscription period for the new shares would run from 9 July to 24 July 2024 (inclusive);

-          The settlement-delivery and admission to trading of the new shares would take place on 31 July 2024.

The Company will keep the market informed of the next steps of the restructuring.

“Mini Bonds” means the bonds in an aggregate principal amount of €18,743,702.88 (as of 31 December 2023) bearing interests at Euribor rate (three-month Euribor rate floored at 1%) + 7% spread and with maturity date at 15 March 2025 (ISIN: FR0013527744) issued by Solocal Group.

"RCF" refers to the senior revolving credit facility in a principal amount of €34,000,000 bearing interest at Euribor (with Euribor rate floored at 0%) + 5% margin.

Disclaimer

This press release has been prepared by Solocal Group exclusively for information purposes. It does not constitute or include any advice or recommendation by Solocal Group (or any other person) regarding the securities of Solocal Group or as to the merits of any transaction or the making of any investment decision. It does not constitute or include any confirmation or commitment by Solocal Group (or any other person) regarding the present or future value of the business of Solocal Group, its securities, its affiliates or any of Solocal Group’s or their assets.

This press release is not an offer to sell or a solicitation of an offer to buy or exchange or acquire securities in the United States or in any other jurisdiction. The securities referenced in this press release may not be offered, sold, exchanged or delivered in the United States absent registration or an applicable exemption from the registration requirement under the U.S. Securities Act of 1933, as amended. The securities mentioned in this press release are not, and will not be, registered in the United States. This press release is not directed at, or intended for distribution, publication, availability to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction, where such distribution, publication, availability or use would be contrary to law or regulation, or which would require any registration or licensing within such jurisdiction. Nothing in this press release constitutes or contemplates an invitation to participate in the solicitations by a holder in any circumstances in which such participation is unlawful.

EN - Solocal - www.solocal.com

Solocal is the digital partner for all local companies in France, from VSEs, to SMBs or Large Companies with networks. Our job; vitalize local life. We strive every day to unveil the full potential of all companies by connecting them to their customers thanks to our innovative digital services. We advise over 253 000 companies all over France and support them to boost their activity thanks to our digital services (Relational Presence, Websites and Digital advertising). We also bring users the best possible digital experience with PagesJaunes, and Ooreka, and our GAFAM* partners. We provide professionals and the public with our high audience services, geolocalised data, scalable technology platforms, unparalleled commercial coverage across France, our privileged partnerships with digital companies and our talents in terms of data, development and digital marketing. Solocal moreover benefits from the "Digital Ad Trust" label. To know more about Solocal (Euronext Paris “LOCAL”): let's keep in touch @solocal *GAFAM : Google, Microsoft/Bing,, Facebook, Apple, Amazon. Committed to a CRS strategy since 2013, Solocal fully endorses the United Nations Sustainable Development Goals. The company is certified bronze by Ecovadis and sylver by Gaia Ethifinance.