Valtech : Opening, on 2 February 2017, of the simplified tender offer for Valtech’s shares at a price of €12.50 per share

Press release February 2, 2017

Closing of the offer: 15 February 2017

The simplified tender offer provides SiegCo with the possibility of implementing the compulsory transfer to an existing shareholder under Article 75 of Valtech's bylaws in accordance with the Companies Act of 2006. Pursuant to the provisions of this article, SiegCo, which holds at least 80% of Valtech's capital, shall be entitled, after the simplified tender offer, to request Valtech to issue a remainder sale notice pursuant to which minority shareholders who have not tendered their shares to the offer need to sell them to the majority shareholder at the same price as the public tender (it is therefore not a mandatory squeeze-­‐out procedure provided for in Articles 237-­‐14 et seq. of the FMA's General Regulations).

Valtech's Board of Directors decided, unanimously, to issue a favourable opinion on the proposed simplified tender offer, which it considers consistent with the interests of the company, its shareholders and its employees, and recommends to Valtech's shareholders that they tender their shares to the offer.

Pursuant to Article L.621-­‐8 of the Monetary and Financial Code and Article 231-­‐23 of its General Regulation, the Financial Markets Authority, pursuant to the clearance decision of 31 January 2017, affixed its approval n° 17-­‐041 dated 31 January 2017 on the prospectus prepared by SiegCo regarding the simplified tender offer to purchase all of Valtech's shares.

This offer comes 12 months after the simplified tender offer that had been initiated by SiegCo priced at € 11.50 per share.

In a context of strongly reduced liquidity (the float representing only 6.3% of Valtech's capital and voting rights) SiegCo proposes that Valtech's minority shareholders benefit from immediate liquidity on their entire holding at the price of € 12.50 per Valtech share, a price that is 9% higher than the price of the last offer revealing a premium of 3.1% on the closing price of Valtech's share on December 16, 2016, the last trading session before the announcement of the proposed tender. It is also specified that the tender price induces valuation multiples of 26x and 20x of Valtech's adjusted 2015 and 2016 EBITDA respectively.

This offer targets all existing Valtech shares that are not held, directly or indirectly, by SiegCo or Verlinvest, or 1,653,104 existing shares on the date of the Prospectus, as well as the new Valtech shares likely to be issued before the close of the offer through the exercise of Redeemable Equity Warrants 1 and 2, or a maximum number of 308,056 shares. The offer therefore concerns a maximum of 1,961,160 Valtech shares.

On the date of the Prospectus, SiegCo directly held 23,082,418 shares representing 86.74% Valtech's capital and voting rights, and in concert with Verlinvest, 24,957,418 shares representing 93.79% of the capital and voting rights.

SiegCo has no plans to implement a squeeze-­‐out as defined in articles 237-­‐1 et seq. of the FMA's General Regulation, following the offer. However, the offer will provide SiegCo with the possibility of implementing the compulsory transfer procedure provided for in Article 75 of Valtech's bylaws, which it intends to do at the end of

the offer pursuant to the terms of the offer proposal which was sent on Dec. 30, 2016 by SiegCo to Valtech's Board of Directors. Pursuant to Article 75 of Valtech's bylaws, the price of compulsory transfer will be equal to the offer price. It is stated that the compulsory transfer, like other provisions of Valtech's bylaws, is subject to British law and the jurisdiction of the High Court.

Following the offer, Euronext will be requested to delist Valtech's shares from the Euronext Paris regulated market.

The prospectus, approved by the FMA, as well as information relating to the characteristics, including legal, financial and accounting of the company SiegCo are available on the FMA website (www.amf-­‐france.org) and of SiegCo (www.siegco.be) and may be obtained free of charge from SiegCo (18, place Flagey -­‐ 1050 Brussels -­‐ Belgium) and Oddo & Cie (12, boulevard de la Madeleine -­‐ 75440 Paris Cedex 09).

The response note from Valtech, approved by the FMA, as well as information relating to the characteristics, legal, financial and accounting characteristics of Valtech are available on the FMA website (www.amf-­‐france.org) and of Valtech (www.valtech.com) and may be obtained free of charge from Valtech (46 Colebrook Row, London N1, UK).

This press release has been prepared for information purposes only. It does not constitute an offer to the public and is not intended for distribution in countries other than France. The distribution of this release, the offer and its acceptance may, in certain countries, be subject to specific regulations. As a result, persons in possession of this press release are required to inform themselves about any applicable local restrictions and comply with them.

Valtech SE [Euronext Paris: FR0011505163 -­‐ LTE] is a pioneering digital marketing agency in technologies with a presence in 13 countries (Argentina, Australia, Canada, Denmark, France, Germany, India, Netherlands, UK, Singapore, Sweden, Switzerland and USA) and approximately 1900 employees. As a 'digital full service' player, Valtech knows how to bring value to its customers at all stages of a digital project: strategy consulting, design, graphic design, development and optimization of critical digital platforms for the company. With its proven commitment to innovation and agility, Valtech helps brands to grow and expand their business through web technologies while optimizing time to market and Return on Investment.

More information on the site www.valtech.com.

Mr. Sebastian Lombardo ACTUS -­‐ Nicolas Bouchez

President and CEO +33 1 53 67 36 74

investors@valtech.com nbouchez@actus.fr