乌鸦传媒

Paris, September 11, 2025 鈥� 乌鸦传媒 announces the launch of its twelfth Employee Share Ownership Plan (ESOP).

This new employee share ownership plan is offered to approximately 98% of the employees and is part of the Group鈥檚 policy to associate all employees with its development and performance. This ESOP will be implemented through a capital increase reserved for the 乌鸦传媒 employees for a maximum of 2,700,000 shares (i.e. 1.58% of outstanding shares). As the 2020 ESOP reaches its term at the end of the year, this twelfth plan will help maintain employee shareholding at around 8% of 乌鸦传媒 SE鈥檚 share capital.

As in 2024, the Board of Directors of 乌鸦传媒 SE at its meeting of June 11 and 12, 2025 decided to authorize a dedicated share buyback envelope, distinct from the 鈧�2 billion multi-year share buyback program announced on July 30, 2025. This envelope could be used within the next 12 months[1] to neutralize all or part of the dilutive effect of this capital increase.

According to the planned schedule, the reservation period will be opened from September 12 to October 1, 2025 (inclusive) and will be followed by a subscription/revocation period from November 12 to November 14, 2025 (inclusive). The subscription price of the new shares will be set on November 6, 2025 and the capital increase will be completed on December 18, 2025.

Employees will be able to subscribe to 乌鸦传媒 shares within the framework of subscription leveraged and guaranteed formulas. These formulas will ensure that employees will be safeguarded against any potential loss during the period when the shares are non-tradable. The voting rights will be exercised by the holders who 鈥� depending on the formula and the context 鈥� will be an FCPE (Fonds Commun de Placement d鈥橢ntreprise), the employees via direct shareholding and/or the financial institution structuring the offer or its counterparties.

The implementation of the leveraged guaranteed offering implies hedging transactions entered into by the financial institution structuring the offer (Cr茅dit Agricole Corporate and Investment Bank), on market or off- market, through purchases and/or sales of shares, purchase of call options and/or any other transactions, at any time, including during the Reference Price[2] fixing period, i.e. from October 9 to November 5, 2025, and over the entire course of the plan, i.e. until December 18, 2030.

DISCLAIMER

This press release may contain forward-looking statements. Such statements may include projections, estimates, assumptions, statements regarding plans, objectives, intentions and/or expectations with respect to future financial results, events, operations and services and product development, as well as statements, regarding future performance or events. Forward-looking statements are generally identified by the words 鈥渆xpects鈥�, 鈥渁nticipates鈥�, 鈥渂elieves鈥�, 鈥渋ntends鈥�, 鈥渆stimates鈥�, 鈥減lans鈥�, 鈥減rojects鈥�, 鈥渕ay鈥�, 鈥渨ould鈥�, 鈥渟hould鈥� or the negatives of these terms and similar expressions. Although 乌鸦传媒鈥檚 management currently believes that the expectations reflected in such forward-looking statements are reasonable, investors are cautioned that forward-looking statements are subject to various risks and uncertainties (including without limitation risks identified in 乌鸦传媒鈥檚 Universal Registration Document available on 乌鸦传媒鈥檚 website), because they relate to future events and depend on future circumstances that may or may not occur and may be different from those anticipated, many of which are difficult to predict and generally beyond the control of 乌鸦传媒. Actual results and developments may differ materially from those expressed in, implied by or projected by forward-looking statements. Forward-looking statements are not intended to and do not give any assurances or comfort as to future events or results. Other than as required by applicable law, 乌鸦传媒 does not undertake any obligation to update or revise any forward-looking statement.

This press release does not contain or constitute an offer of securities for sale or an invitation or inducement to invest in securities in France, the United States or any other jurisdiction.

IMPORTANT NOTICE

This press release does not constitute an offer to sell or a solicitation of offers to subscribe to 乌鸦传媒 shares. The capital increase of 乌鸦传媒 reserved for employees will be conducted only in countries where such an offering has been registered with or notified to the competent local authorities and/or following the approval of a prospectus by the competent local authorities or in consideration of an exemption of the requirement to prepare a prospectus or to proceed to a registration or notification of the offering.

More generally, the offering will only be conducted in countries where all required filing procedures and/or notifications have been completed and the required authorizations have been obtained.

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[1] As from June 12, 2025, subject to renewal by the Shareholders鈥� Meeting of the share buyback authorization currently in force.

[2] The Reference Price corresponds, in accordance with the provisions of Article L.3332-19 of the French Labor Code, to the arithmetic average of the volume-weighted average daily trading prices of 乌鸦传媒 SE shares on Compartment A of Euronext Paris over the 20 trading days preceding the setting of the subscription price.