SESIM (management holding company of VusionGroup): Financing and share reclassification transactions

VusionGroup has been informed that SESIM, the management holding company owning 12% of VusionGroup and majority owned by VusionGroup management and employees, has carried out a bank financing transaction, combined with a reclassification of SESIM shares between certain shareholders and SESIM.

Following this transaction, SESIM retains 12% of VusionGroup's capital and voting rights, and the shareholding in SESIM held by some of SESIM's main shareholders who are also VusionGroup managers or directors has been strengthened.

The transactions, which were approved by SESIM's Board of Directors, included the following:

• Financing of SESIM :
  • A new €20 million bank loan, enabling SESIM to buy back its own shares from certain sellers, which were then cancelled.
• Reclassification of SESIM shares :
  • Reclassification operations enabled 19 existing SESIM shareholders to sell part of their shares, and 32 existing and new shareholders (all VusionGroup managers, employees or directors) to invest in or increase their stake in SESIM.
  • These transactions were carried out based on a price per SESIM share calculated on the basis of VusionGroup average share price over the 60 days preceding the SESIM Board of Directors' meeting which approved the transaction, adjusted for debt and a discount for illiquidity.
  • In particular :
    • Parmen, a holding company equally owned by Thierry Gadou, Chairman and CEO of VusionGroup, and Philippe Bottine, Deputy CEO of VusionGroup, sold 310,000 SESIM shares to repay a €2 million bond loan contracted by Parmen in 2017 to invest in SESIM and maturing in 2024. These shares were bought back by SESIM and cancelled. As a result of this transaction and the accretive effect of the cancelled shares, Thierry Gadou's direct and indirect interest in SESIM increased from 6.98% to 7.09%.
    • Peter Brabeck-Letmathe, Vice-Chairman of the Board of Directors of VusionGroup, acquired 1,866,252 shares for €12 million, increasing his stake in SESIM from 4.47% to 11.17%.
    • Hélène Ploix, director of VusionGroup, acquired 46,656 shares, increasing her stake from 0.48% to 0.68%.
    • Thierry Lemaitre, CFO of VusionGroup, did not sell any shares, although his stake increased from 4.93% to 5.38% due to share cancellations.
    • No SESIM shareholder who is still an employee of the Group sold more than 30% of his or her stake in SESIM on this occasion.

Following these transactions, no director of VusionGroup holds directly or indirectly via SESIM more than 10% of the capital of VusionGroup.

It is also planned to carry out this type of transaction on a regular basis in the future, to offer an opportunity for liquidity or investment in SESIM to existing or new shareholders (managers, employees or directors of VusionGroup).

As a reminder, SESIM was created in 2017 to federate the management's shareholding base for the long term horizon of the Vusion ‘27 plan, at which point the VusionGroup shares held by SESIM could be transferred in full to SESIM shareholders.

About VusionGroup

VusionGroup is the global leader in the digitalization solutions for commerce, serving over 350 large retailer groups around the world in Europe, Asia and North America. The Group develops technologies that create a positive impact on society by enabling sustainable and human-centered commerce.

By leveraging our IoT & Data technologies, we empower retailers to re-imagine their physical stores into efficient, intelligent, connected, and data-driven assets. We unlock higher economic performance, facilitate seamless collaboration across the value chain, enhance the shopping experience, create better jobs, cultivate healthier communities, and significantly reduce waste and carbon emissions.

VusionGroup consist of six families of solutions, harnessing the full potential of IoT, Cloud, Data, and artificial intelligence (AI) technologies, at the service of the modernization of commerce: SESimagotag (ESL & Digital Shelf Systems), VusionCloud, Captana (computer vision and artificial intelligence platform), Memory (data analytics), Engage (retail media and in-store advertising), and PDidigital (logistics and industrial solutions).

VusionGroup supports the United Nations' Global Compact initiative and has received in 2023 the Platinum Sustainability Rating from EcoVadis, the world's reference of business sustainability ratings.

VusionGroup is listed in compartment A of Euronext™ Paris and member of the SBF120 Index.?Ticker: VU – ISIN code: FR0010282822 – Reuters: VU.PA – Bloomberg: VU.FP

www.vusion.com