Unofficial convenience translation of the French original for information purposes

ADDENDUM TO THE REPORT OF THE BOARD OF DIRECTORS

ON THE RESOLUTIONS SUBMITTED TO THE ORDINARY AND EXTRAORDINARY

GENERAL MEETING

OF APRIL 5, 2024

Dear Shareholders,

Pursuant to the publication by Claranova (the "Company") of the meeting notice in French publication for legal announcements (Bulletin des Annonces Légales Obligatoires or BALO) No. 26 of February 28, 2024 (the "Meeting Notice") for the Combined General Meeting to be held on April 5, 2024 (the "General Meeting"), the Board of Directors met on March 14, 2024 to complete its report of March 7 on the resolutions to be submitted to the General Meeting of April 5, 2024 (the "Board of Directors' Report").

This addendum (the "Addendum") was prepared at the above-mentioned Board of Directors' meeting of March 14, 2024 as an addendum to the Report of the Board of Directors on the resolutions submitted to the Annual General Meeting which is available on the Company's website in accordance with applicable provisions.

Following exchanges with the Company's Statutory Auditors and their comments on the proposed wording of the 14th resolution (Delegation of authority to the Board of Directors to increase the number of shares to be issued in the event of a capital increase giving access to the share capital of the Company, any subsidiary and/or any other company affiliated thereto, with or without preferential subscription rights), that the resolution lacked precision insofar as it did not specifically refer to the resolutions to which the over-allotment option might apply by not specifically referring to the resolutions to which the overallotment (greenshoe) option might apply, the Board of Directors decided that it would be necessary to amend the 14th resolution to take into account the observations of the Statutory Auditors on this point.

The Board of Directors accordingly specifies that the 14th resolution shall apply to all resolutions authorizing a capital increase by means of a cash contribution. The14th resolution is subject to the overall ceiling set in the18th resolution, thus ensuring that shareholders are given a sufficient degree of certainty as to the maximum amount of the over-allotment option to be able to vote on the 14th resolution in an informed manner.

The Board of Directors also made technical adjustments to Appendix 1 ("Compensation policy for the Chief Executive Officer for FY 2023-2024") and Appendix 2 ("Compensation policy for the Deputy Chief Executive Officer for FY 2023-2024") of its report. The appendices in question, as amended, are respectively Appendix 4and Appendix5to this Addendum.

This Addendum was adopted by the Board of Directors on March 14, 2024, following its decisions to amend the wording of the 14th and 18th resolutions (Setting the maximum amount of issues that may be carried out by virtue of the delegations of authority granted by the General Meeting) as published in the Meeting Notice, in order to eliminate the reference to the 10th resolution in said Meeting Notice, and to accept requests from shareholders to include draft resolutions on the agenda, and to indicate whether or not they have been approved by the Board of Directors.

The draft resolutions are shown in Appendix 3.

  1. AMENDMENT TO PARAGRAPH (I) OF THE BOARD OF DIRECTORS' REPORT

On March 14, 2024, the Board of Directors decided to amend the first paragraph of section I (Resolutions to be submitted to the Ordinary General Meeting) of the Board of Directors' report, which now reads as follows:

"

  1. RESOLUTIONS SUBJECT TO THE AUTHORITY OF THE ORDINARY GENERAL MEETING

On February 20, 2024, the Board of Directors, on the recommendation of the Appointments and Compensation Committee, decided not to submit a revised ex post FY 2022-2023 compensation policy for approval at the General Meeting."

  1. Modification of the wording of the 14th resolution

The text of the fourteenth resolution (Delegation of authority to the Board of Directors to increase the number of shares to be issued in the event of a capital increase giving access to the share capital of the Company, any subsidiary and/or any other company affiliated thereto, with or without preferential subscription rights) includes, in relation to the Meeting Notice, a correction so as to refer to the eighth, ninth, eleventh, twelfth, thirteenth and sixteenth resolutions.

This resolution concerns the over-allotment option, the terms and conditions of which are set out in the Board's report. This delegation of authority may be used by the Board of Directors in accordance with market practice in the event of demand exceeding supply for a capital increase carried out in accordance with an existing delegation of authority.

For further information on the authorization to be granted under the 14th resolution, shareholders are invited to consult the Board's Report which has been supplemented by this Addendum.

  1. Modification of the wording of the 18th resolution

In addition to the modification referred to in the present Addendum, the text of the draft resolutions submitted to the vote of shareholders at the General Meeting, as opposed to the Meeting Notice, includes a correction to the text of the eighteenth resolution (Setting the maximum amount of issues that may be carried out by virtue of the delegations of authority granted by the General Meeting).

The inclusion in the eighteenth resolution on securities that would be issued under the tenth resolution (Delegation of authority to the Board of Directors to issue debt securities giving access to the capital of subsidiaries of the Company and/or of any other company affiliated thereto (to be used outside periods of public offerings)) is not necessary insofar as the securities in question would be equity securities issued by subsidiaries of the Company and/or of any other company affiliated to the Company.

IV.

Request for inclusion of three draft resolutions on the agenda of the General Meeting

at the request of the Company's shareholders

Please note that the inclusion of the three following draft resolutions on the agenda of the General Meeting does not result in a change in the numbering of the resolutions as communicated in the Meeting Notice.

2

Resolution A added at the request of shareholders of the Company and not approved by the Board of Directors

It should be noted that this resolution, entitled Resolution "A" for the purposes of presentation of the agenda, was requested by the shareholders listed below by letter, a copy of which is enclosed in Appendix 1to this Addendum:

Mr. Cyrille Crocquevieille 35B Route de Creully 14610 Cairon

Acting in a personal capacity and on behalf of:

Mr. Charles-André Normand 5 rue Carles Vernet Bâtiment Vernet

92310 Sèvres

"RESOLUTION A (Termination of Mr. Francis Meston's appointment as member of Claranova's Board of Directors)

The General Meeting, voting in accordance with quorum and majority rules for ordinary general meetings,

having considered the Board of Directors' report,

resolves to terminate the appointment of Mr. Francis Meston as a member of Claranova's Board of Directors with immediate effect. "

On March 14, 2024, the Board of Directors decided to not approve this resolution, as the motive of good governance put forward by the shareholders at the initiative of this resolution was not justified insofar as Mr. Francis Meston, an independent director, was appointed Chairman of Claranova's Board of Directors at a time of major changes in its governance, and whose significant experience and knowledge of the Group's activities and contacts were particularly valuable.

Resolution B added at the request of a shareholder of the Company and not approved by the Board of Directors

It should be noted that this resolution, entitled Resolution "B" for the purposes of presentation of the agenda, was requested by the shareholders listed below by letter, a copy of which is enclosed in Appendix 1to this Addendum:

Mr. Cyrille Crocquevieille 35B Route de Creully 14610 Cairon

Acting in a personal capacity and on behalf of:

Mr. Charles-André Normand 5 rue Carles Vernet Bâtiment Vernet

92310 Sèvres

3

"RESOLUTION B (Termination of Mr. Roger Bloxberg's appointment as member of Claranova's Board of Directors)

The General Meeting, voting in accordance with quorum and majority rules for ordinary general meetings,

having considered the Board of Directors' report,

resolves to terminate the appointment of Mr. Roger Bloxberg as a member of Claranova's Board of Directors with immediate effect. "

On March 14, 2024, the Board of Directors voted to reject this resolution on the grounds that the argument of the corporate governance invoked by the shareholders in favor of this resolution was unjustified, insofar as the composition of the Company's Board of Directors already complies with legal requirements and the recommendations of the Middlenext Code concerning the percentage of independent directors. Furthermore, the Board of Directors considered that given Mr. Roger Bloxberg's significant experience and knowledge of the Group's North American operations and contacts, he should remain on the Board.

Resolution C added at the request of a shareholder of the Company and not approved by the Board of Directors

It should be noted that this resolution, entitled Resolution "C" for the purposes of presentation of the agenda, was requested by the shareholders listed below by letter, a copy of which is enclosed in Appendix 1to this Addendum:

Mr. Cyrille Crocquevieille 35B Route de Creully 14610 Cairon

Acting in a personal capacity and on behalf of:

Mr. Charles-André Normand 5 rue Carles Vernet Bâtiment Vernet

92310 Sèvres

The biographical information provided by Mr. Cyrille Crocquevieille in support of his candidacy is provided in Appendix 2to this Addendum.

"RESOLUTION C (Appointment of Mr. Cyrille Crocquevieille as Director))

The General Meeting, voting in accordance with quorum and majority rules for ordinary general meetings,

having considered the Board of Directors' report,

decides to appoint Mr. Cyrille Crocquevieille as Director as of today, for a term of four (4) years, i.e. until the end of the General Meeting called to approve the financial statements for the fiscal year ending June 30, 2028. "

On March 14, 2024, the Board of Directors, while thanking Mr. Cyrille Crocquevieille for his contribution to shareholder dialogue, decided not to approve this resolution, considering that he did not possess the relevant background and skills required to exercise the functions of director of a listed international technology group such as the Company.

In addition, the Board of Directors wishes to point out that the request made by Messrs. Cyrille Crocquevieille and Charles-André Normand to place a non-convertible bond issue on the agenda has not been accepted, since, under the terms of Article L.228-40 of the French Commercial Code

4

reproduced below, in the absence of a provision in the Articles of Association reserving this power to the General Meeting, it falls within the exclusive authority of the Board of Directors. In consequence, this draft resolution cannot be included in the agenda of the General Meeting.

  1. Corporate affairs update

Claranova had a good first half in FY 2023-2024(July-December 2023), with revenue of €301m (+1% at constant exchange rates), driven by a strong second quarter, and despite the impact of unfavorable exchange rate fluctuations (-4% at actual exchange rates).

The positive momentum of the Avanquest and myDevices businesses at the beginning of the year has remained on track, resulting in growth in the first half of 14% and 78% respectively compared with H1 2022-2023. PlanetArt, in line with Q1, reported revenue of €235m, down 3% (-8% at actual exchange rates), but without entailing concessions on acquisition costs. This half-year performance highlights the Group's decision to maintain its focus on profitability. As a result, higher-margin revenue generated by the PlanetArt division and continued growth by the activities of Avanquest and myDevices are expected to contribute to a significant increase in Claranova's EBITDA of more than 50% for the first half compared with the same period of FY 2022-2023" commented Pierre Cesarini, CEO of Claranova. In accordance with its financial communications calendar, the Company will report on its performance for H1 2023-2024 on March 20, in advance of the General Meeting.

5

Appendix 1 - Letter from Cyrille Crocquevieille dated March 5, 2024

6

Appendix 2 - Biographical information of Mr. Cyrille Crocquevieille, a candidate whose application to become a director of the Company was submitted by shareholders of the Company and not approved by the Board of Directors

7

Biographie de Cyrille CROCQUEVIEILLE

De formation comptable supérieure, je suis responsable comptable dans une ETI à forte renommée de la ville de Caen. Depuis plus de 35 ans, j'ai toujours été attiré par la gestion et le développement commercial des entreprises dans lesquelles j'ai exercé.

Mon intérêt pour les investissements s'est développé de manière autodidacte, depuis le milieu des années 90, en développant au fil du temps un intérêt accru pour les sociétés, leur développement et leur environnement.

En investissant dans l'action Claranova, j'ai cru très vite en cette entreprise.

Proche des petits actionnaires, je suis à l'initiation de l'association AdaNova, montée en 2017. Son but est de défendre leurs intérêts et de porter leurs voix au plus près de l'entreprise Claranova, en veillant à un juste partage de la valeur.

Présent à toutes les Assemblées générales depuis 2017, je m'efforce de satisfaire ceux qui m'ont fait confiance depuis le début. Proche des minoritaires, je cherche à soutenir l'entreprise Claranova, en laquelle je crois depuis le début, tout en cherchant à correspondre aux demandes des petits investisseurs dont je me sens proche.

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Claranova SA published this content on 19 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 March 2024 12:22:07 UTC.