Agreement between Micropole and Talan Holding in view of the filing of a voluntary tender offer by Talan for Micropole

Following these discussions and the completion of due diligence work, Micropole received several firm offers from certain of these investors, both industrial and financial.

At the conclusion of these exchanges, Micropole decided to accept the offer from Talan Holding ("Talan" or the "Talan Group"), which was the most favorable both in terms of price per share and industrial project. In this context, Micropole entered into a strategic agreement (Tender Offer Agreement) with Talan today, pursuant to which Talan has irrevocably committed to filing a voluntary tender offer for all shares of Micropole (the "Offer"), which will be followed, if the conditions are met, by a squeeze-out.

The Offer, at a price per Micropole share of €3.12, is underpinned by a forward-looking industrial project for Micropole and its teams.

• Talan's offer price allows Micropole shareholders to benefit from a premium of 108.0% relative to Miramar's current offer, 200.0% relative to the closing price of the Micropole share on March 22, 20241, and 188.9% relative to the 3-month volume-weighted average share price2.
• Acting in concert, Messrs. Christian Poyau and Thierry Létoffé, founders and historical shareholders of Micropole, and their affiliates, who together hold 20.39% of the share capital and 29.15% of the voting rights, with Talan, and their commitment to tender 1,577,991 Micropole shares (representing 5.42% of the share capital) to the cash Offer and the balance of their Micropole shares (directly or indirectly) to Talan, as part of a reinvestment by way of contribution in kind, on the basis of a contribution value equal to the Offer price.

*1 Share price of €1.04 on March 22, 2024, i.e. the last trading day prior to the filing of Miramar's tender offer. 
*2 Volume-weighted average share price over the 3 months preceding March 25, 2024 of €1.08.

• Micropole's Board of Directors, convened on May 28, 2024, unanimously welcomed the contemplated transaction in accordance with the unanimous position of the ad hoc committee*3. This favorable reception was motivated both by the proposed price, which enables shareholders to benefit from the full value of the Micropole share in light of its strategy and the work conducted to date by the independent expert in connection with Miramar's tender offer, and by the industrial strategy of the project, which will see Micropole strengthen Talan Group's Data division. Micropole's Board of Directors will subsequently convene to issue a reasoned opinion on the Offer after consultation with the Works Council (CSE) and receipt of the report from Finexsi, the already-appointed independent expert, on the terms of the Offer and related agreements.
• The completion of the Offer will be subject solely to the customary conditions precedent of approval by the competition authorities in France and foreign investment control in France.
• The Offer will be filed by Talan with the Autorité des marchés financiers (AMF) within approximately three weeks.

Christian Poyau, Chairman and CEO of Micropole, stated: "I am delighted with the conclusion of a strategic agreement with Talan, which attests to the strength of Micropole's positioning in the Data sector and the quality of our services. It opens the way to a coherent, ambitious and forward-looking industrial project, aimed at creating a leading player in Europe. I am delighted to be fully engaged and invested in this new venture. 

It will build on complementary expertise, talented teams and will benefit from a first-class international footprint. It rests, above all, on shared values and an entrepreneurial spirit firmly embedded in the culture of both groups. I am convinced that this combination will offer concrete development opportunities for both companies, as well as for all our employees and clients."

Mehdi Houas, Chairman of Talan Holding, stated:  "We are very pleased with the strategic agreement reached with Micropole, which represents for us a solid and exciting industrial project that will consolidate Talan Group as a global leader in organizational transformation through the levers of Technology, Data and Innovation. Talan and Micropole share a culture of excellence, agility and entrepreneurial spirit that will make this project a collective success, offering new playgrounds and new opportunities for all Group employees and strengthening our client support capabilities."

*3 Excluding the presence of Messrs. Christian Poyau and Thierry Létoffé and Mmes. Christine Leonard Poyau and Sylvie Létoffé, who did not take part in the vote.

Talan and Micropole announce the conclusion of a strategic agreement (Tender Offer Agreement) in view of the filing by Talan of a voluntary tender offer for all shares of Micropole, which will be followed, if the conditions are met, by the implementation of a squeeze-out.

Talan's Offer: a reinforced strategic and industrial ambition

The Offer, at a price of €3.12 per Micropole share, offers Micropole shareholders a liquidity opportunity enabling them to benefit from a premium of 108.0% relative to the tender offer filed by Miramar, valuing Micropole's equity at €90.7 million (for 100% of Micropole shares).

The combination of Talan and Micropole will create one of Europe's indispensable expert leaders in Data and Innovation. The combined entity aims to represent €780 million in revenue in 2024, of which more than €250 million related to Data expertise, and comprising more than 6,200 employees across 18 countries. Micropole's expertise, brand recognition, geographic footprint and positioning as a high-value-added Data expert will also strengthen Talan's recognition among global leaders in business transformation through Technology, Data and Innovation.

This new Data expertise platform will accelerate the organic growth of the combined entity with the aim of reaching €2.5 billion in revenue by 2030 (including through external growth transactions).

Talan and Micropole share a culture, agility, entrepreneurial spirit and a strong common desire to invest in technological levers to rethink and accelerate the transformation of their clients. This combination will notably enable:

• Strengthening the geographic coverage of the combined entity in France and Europe
• Supporting clients across a broader range of industries, in service of the combined entity's growth. Micropole's presence in the Luxury, Industrial and Services sectors will complement Talan's presence in Transport, Energy, Utilities and the Public sector
• Extending to current Micropole clients the service offering of Talan's centers of excellence, located in Tunisia, Mauritius and Hungary
• Enabling Micropole's international clients present in North America to leverage Talan's capabilities in Canada and the United States, thus maintaining continuity of support
• Reinforcing the position as an innovation player by drawing on research and innovation centers led by a team of leading researchers
• Extending to Micropole teams the benefit of Talan's leadership position in CSR, having joined the top 1% of information technology companies recognized for their actions in favor of Sustainable Development by the evaluation body ECOVADIS in 2023
• Continuing to offer a framework for development and fulfillment for all teams, through the shared "Great Place to Work" culture, professional opportunities — notably internationally — and the opportunity to become a shareholder of the combined entity
• Extending to Micropole teams the benefit of Talan's M&A expertise and the support of investment fund TowerBrook to accelerate an ambitious acquisition policy in the Data space. The 22 acquisitions completed by Talan to date are a concrete illustration of this.

Micropole's commitment to cooperate and support Talan's Offer

Pursuant to the strategic agreement (Tender Offer Agreement) entered into today, Micropole has committed to support Talan's Offer and to cooperate with Talan. Micropole's Board of Directors will issue its reasoned opinion on the Offer on the basis of the report by Finexsi, the independent expert, on the terms of the Offer and related agreements, and the opinion of Micropole's Works Council (CSE). Micropole has undertaken not to engage in negotiations with any other investor regarding a potential competing offer, except upon receipt of a superior offer made in good faith by a third party and in accordance with the relevant provisions of the AMF's General Regulation. In the event that

Micropole's Board of Directors were to recommend a competing offer or a competing offer were to be successful, Micropole has committed to paying Talan a partial reimbursement of expenses in the amount of €2 million. For its part, Talan has irrevocably committed to filing the Offer with the AMF within approximately the next three weeks. If this were not the case within 40 business days, Micropole will have the right to terminate the strategic agreement (Tender Offer Agreement), in which case Talan would be required to pay Micropole a termination fee of €2 million.

Acting in concert and commitments to tender shares to the Offer and to Talan

Messrs. Christian Poyau and Thierry Létoffé and their affiliates have entered into agreements with Talan to tender their Micropole shares to the Offer by way of share transfers and contributions in kind. Talan has not acquired, directly or indirectly, alone or in concert, any Micropole shares prior to the execution of these tender commitments.

Pursuant to these agreements, Mr. Christian Poyau and his affiliates, who hold 3,385,838 Micropole shares, have committed to tender (directly and indirectly) all of their Micropole shares, i.e. 3,385,838 Micropole shares representing 11.64% of the share capital and 19.39% of the voting rights of Micropole, by way of contribution to the cash Offer in respect of 12,013 shares (i.e. 0.4% of the share capital) and by way of contribution in kind to Talan in respect of 3,373,825 shares (i.e. 11.60% of the share capital), in exchange for the issuance by Talan of new ordinary shares (which will subsequently be held through holding companies grouping Talan managers).

Similarly, Mr. Thierry Létoffé and his affiliates, who hold 2,544,657 Micropole shares, have committed to tender (directly and indirectly) all of their Micropole shares, i.e. 2,544,657 Micropole shares representing 8.75% of the share capital and 9.76% of the voting rights of Micropole, by way of contribution to the cash Offer in respect of 1,565,978 shares (i.e. 5.38% of the share capital) and by way of contribution in kind to Talan in respect of 978,679 shares (i.e. 3.36% of the share capital), in exchange for the issuance by Talan of new ordinary shares (which will subsequently be held through holding companies grouping Talan managers).

By virtue of the execution of these agreements, Messrs. Christian Poyau and Thierry Létoffé, their affiliates, and Talan declare that they are acting in concert with respect to Micropole and together hold a total of 5,930,495 Micropole shares, representing 20.39% of the share capital and 29.15% of the theoretical voting rights of Micropole. This concert will automatically terminate in the event of termination of the agreements or in the event of failure of the contemplated offer.

In addition, Mr. Christian Poyau will have access to Talan Group's management participation plan under the ordinary terms of such plan. In the event a competing offer compliant with the AMF's General Regulation were to be filed and Talan were to decide not to increase the Offer price to match the price of said competing offer, Messrs. Christian Poyau and Thierry Létoffé and their affiliates may tender their Micropole shares to said competing offer, subject to returning to Talan 50% of the net capital gain realized from tendering those Micropole shares to said competing offer relative to the Offer price.

Micropole's Board of Directors welcomes the contemplated transaction

Micropole's Board of Directors, convened on May 28, 2024, unanimously welcomed the contemplated transaction by all its members, without prejudice to the review of the contractual documentation and Offer documentation to be conducted by the independent expert. The Board of Directors' decision was taken in accordance with the unanimous recommendations of the ad hoc committee composed of Ms. Sophie le Tanneur (Chair) and Mr. Antoine Antoun, both of whom are independent directors with respect to Micropole and Talan (Mr. Christian Poyau having recused himself from the ad hoc committee due to the conflict of interest arising from his share tender commitment to the Offer and to Talan).

The Board of Directors, on the recommendation of the ad hoc committee, requested Finexsi, previously appointed as independent expert (see press release dated April 4, 2024), to issue a report on the financial terms of the contemplated Offer. The Board of Directors decided that treasury shares would not be tendered to the Offer.

Micropole's Works Council (CSE) will be informed and consulted on the contemplated Offer in accordance with applicable regulations. After reviewing the CSE's opinion and the independent expert's report, Micropole's Board of Directors will issue, on the prior recommendation of the ad hoc committee, a reasoned opinion on the Offer and its consequences for Micropole, its shareholders and its employees. This reasoned opinion, together with the independent expert's report, will be appended to the definitive response document prepared by Micropole and cleared by the AMF.

Financing of the Offer

Talan has obtained the equity contribution and financing commitments necessary for the full financing of the Offer in certain funds. The availability of the Offer financing remains subject to customary documentary conditions for this type of transaction.

Conditions precedent and timetable for the Offer

The completion of the Offer will be subject to the minimum acceptance threshold condition provided for in Article 231-9, I 1° of the AMF's General Regulation. The opening of the Offer will be subject to the prior obtaining of authorization from the Minister of the Economy under the foreign investment control regime in France, as well as the prior obtaining of authorization from the Autorité de la concurrence under merger control regulations. The information document relating to the Offer will be filed by Talan with the AMF within approximately the next three weeks, after completing the pre-notification filings required under the regulatory approvals to which the Offer is subject. In order to enable the submission of the Offer to the AMF's College by the end of July 2024, Micropole anticipates filing the draft response document in the course of July 2024.

Subject to the issuance by the AMF's College of its compliance opinion on the Offer, the opening of the Offer will occur in the days following Talan's obtaining of the required authorizations under the foreign investment control regime in France and merger control regulations.

Trading suspension

At the Company's request, trading in Micropole shares was suspended on May 28, 2024 and will resume on Friday, May 31, 2024 at market open.

Pre-offer period - Inside information

This press release triggers the opening of a pre-offer period within the meaning of the AMF's General Regulation. This press release contains inside information.

Disclaimer:
This press release has been prepared for information purposes only. It does not constitute a public offer. The distribution of this press release, the Offer and its acceptance may be subject to specific regulations or restrictions in certain countries. The Offer is not directed at persons subject to such restrictions, either directly or indirectly, and may not be accepted from a country where the Offer would be subject to such restrictions. This press release is not intended to be distributed in those countries. Accordingly, persons in possession of this press release are required to inform themselves of any applicable local restrictions and to comply with them. Micropole and Talan disclaim any liability for any violation of these restrictions by any person.

ABOUT THE TALAN GROUP

Talan is an international transformation consulting group specializing in Innovation, Technology and Data. Talan advises and supports companies and public institutions in implementing their transformation and innovation projects in France and internationally. Present in 18 countries, the Group, Great Place to Work certified, employs more than 6,000 people and expects to generate revenue of €850 million in 2024, with the ambition of exceeding €1 billion by 2026. Equipped with a Research and Innovation Center, Talan places innovation at the heart of its development and operates in the fields of technological change such as Artificial Intelligence, Data Intelligence and Blockchain, serving the growth of large corporations and mid-sized companies in a committed and responsible manner. By placing "Positive Innovation" at the heart of its strategy, Talan Group is convinced that it is by being in service of people that technology fully unleashes its potential.

ABOUT THE MICROPOLE GROUP | www.micropole.com

An international consulting group specializing in business transformation through Data, MICROPOLE supports its clients through a comprehensive approach: Data Driven strategy, Cloud Acceleration, Digital business. From its 14 offices across Europe and China, the Group's 1,300 #INNOVATIVE PEOPLE bring their expertise from advisory through to implementation, helping clients stay one step ahead and achieve a positive business impact through Data innovation. MICROPOLE generates 40% of its revenue internationally and is listed on the Euronext Growth market..

MICROPOLE INVESTOR CONTACTS

Nicolas Rebours - nrebours@micropole.com
01 74 18 74 70

MICROPOLE MEDIA CONTACTS:

Brunswick – micropole@brunswickgroup.com
Hugues Boëton – 06 79 99 27 15
Christophe Menger – 07 52 63 00 89
Gabriel Jabès – 06 40 87 08 14
Flora Marinho – 06 07 46 34 35

TALAN MEDIA CONTACTS

Libremullenlowe - TalanRP@libremullenlowe.fr
Estelle Gouin - +33 6 17 27 64 01