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MRQ - ERRATUM – TERACT - Information release relating to the acquisition by TERACT of the 4.75% block of shares and the approval by the Founders and InVivo Group to amend the 29 July 2022 shareholders’ agre

Company: 2MX Organic S.A. Date: 2024-11-29 Language: English Register to download
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Paris, 28 November 2024

# Information release

![](_page_0_Picture_4.jpeg)

Information release relating to the acquisition by TERACT of the 4.75% block of shares and the approval by the Founders and InVivo Group to amend the 29 July 2022 shareholders' agreement

## Acquisition by TERACT of the 4.75% block of shares held by Sycomore Asset Management

Sycomore Asset Management informed TERACT's General Management of its intention to dispose of all of its TERACT shares, i.e., 3,489,212 shares representing 4.75% of the share capital. On 27 November 2024, TERACT's Board of Directors therefore unanimously approved the off-market buyback of this block of shares under the share buyback programme authorised by the 15 December 2023 Combined General Shareholders' Meeting in its 19th resolution.

The price agreed for this transaction is €0.60 per share, i.e., a total price of €2,093,527.20, representing a 9.1% discount to the 27 november 2024 closing share price and a 15.2% discount compared to the volumeweighted average share price over the 28 october 2024 to 27 november 2024 (inclusive) period.

This transaction will be completed within the next few days.

These TERACT shares will be fully allocated for cancellation purposes and will be cancelled within 12 months of the transaction.

### Shareholding structure subsequent to the purchase of the block of shares

| Undiluted basis                                                                                        |                  |                    | Shareholding structure subsequent to the purchase of the block of shares |                         |                             |                         |
|--------------------------------------------------------------------------------------------------------|------------------|--------------------|--------------------------------------------------------------------------|-------------------------|-----------------------------|-------------------------|
|                                                                                                        |                  |                    |                                                                          |                         |                             |                         |
|                                                                                                        |                  |                    |                                                                          |                         |                             |                         |
|                                                                                                        |                  |                    |                                                                          |                         |                             |                         |
|                                                                                                        |                  |                    |                                                                          |                         |                             |                         |
|                                                                                                        |                  |                    |                                                                          |                         |                             |                         |
|                                                                                                        |                  |                    |                                                                          |                         |                             |                         |
| Shareholding subsequent to the purchase of the block of shares and before cancellation of these shares |                  |                    |                                                                          |                         |                             |                         |
|                                                                                                        |                  |                    | Number of                                                                | % of theoretical        | Number of actual            | % of actual             |
|                                                                                                        | Number of shares | % of share capital |                                                                          |                         |                             |                         |
|                                                                                                        |                  |                    |                                                                          |                         | (a)                         |                         |
| InVivo Group                                                                                           | 55,701,278       | 75.86%             | theoretical voting<br>55,701,278                                         | voting rights<br>75.86% | voting rights<br>55,701,278 | voting rights<br>79.81% |
| IMANES                                                                                                 | 2,499,999        | 3.40%              | 2,499,999                                                                | 3.40%                   | 2,499,999                   | 3.58%                   |
| Palizer (b)                                                                                            | 1,800,000        | 2.45%              | 1,800,000                                                                | 2.45%                   | 1,800,000                   | 2.58%                   |
| NJJ Capital                                                                                            | 2,499,999        | 3.40%              | 2,499,999                                                                | 3.40%                   | 2,499,999                   | 3.58%                   |
| Combat Holding                                                                                         | 2,499,999        | 3.40%              | 2,499,999                                                                | 3.40%                   | 2,499,999                   | 3.58%                   |
| Founders                                                                                               | 9,299,997        | 12.67%             | 9,299,997                                                                | 12.67%                  | 9,299,997                   | 13.33%                  |
| InVivo Group and founders, acting in concert                                                           | 65,001,275       | 88.52%             | 65,001,275                                                               | 88.52%                  | 65,001,275                  | 93.13%                  |
| Bpifrance                                                                                              | 1,200,000        | 1.63%              | 1,200,000                                                                | 1.63%                   | 1,200,000                   | 1.72%                   |
| Other shareholders (c)                                                                                 | 3,592,189        | 4.89%              | 3,592,189                                                                | 4.89%                   | 3,592,189                   | 5.15%                   |
| (d)<br>Treasury shares                                                                                 | 3,634,433        | 4.95%              | 3,634,433                                                                | 4.95%                   | -                           | -                       |

#### Shareholding subsequent to the purchase of the block of shares and before cancellation of these shares

#### Shareholding subsequent to the cancellation of these shares

| Total                                                                          | 73,427,897              | 100.00%            | 73,427,897              | 100%             | 69,793,464              | 100%            |
|--------------------------------------------------------------------------------|-------------------------|--------------------|-------------------------|------------------|-------------------------|-----------------|
| (a) After deducted of the Company's treasury shares without any voting rights. |                         |                    |                         |                  |                         |                 |
| (b) Palizer is an IMANES'subsidiary.                                           |                         |                    |                         |                  |                         |                 |
| (c) Holding less than 1,5 % individually on an undiluted basis.                |                         |                    |                         |                  |                         |                 |
| (d) Liquidity agreement position as of 27 November 2024: 145,221.              |                         |                    |                         |                  |                         |                 |
|                                                                                |                         |                    |                         |                  |                         |                 |
|                                                                                |                         |                    |                         |                  |                         |                 |
|                                                                                |                         |                    |                         |                  |                         |                 |
|                                                                                |                         |                    |                         |                  |                         |                 |
|                                                                                |                         |                    |                         |                  |                         |                 |
|                                                                                |                         |                    |                         |                  |                         |                 |
| Shareholding subsequent to the cancellation of these shares                    |                         |                    |                         |                  |                         |                 |
|                                                                                |                         |                    |                         |                  |                         |                 |
|                                                                                |                         |                    |                         | % of theoretical | Number of actual        | % of actual     |
|                                                                                |                         |                    |                         |                  |                         |                 |
|                                                                                | Number of shares        | % of share capital | Number of               |                  | (a)                     |                 |
|                                                                                |                         |                    | theoretical voting      | voting rights    | voting rights           | voting rights   |
| InVivo Group<br>IMANES                                                         | 55,701,278<br>2,499,999 | 79.64%<br>3.57%    | 55,701,278<br>2,499,999 | 79.64%<br>3.57%  | 55,701,278<br>2,499,999 | 79.81%<br>3.58% |
| Palizer (b)                                                                    | 1,800,000               | 2.57%              | 1,800,000               | 2.57%            | 1,800,000               | 2.58%           |
| NJJ Capital                                                                    | 2,499,999               | 3.57%              | 2,499,999               | 3.57%            | 2,499,999               | 3.58%           |
| Combat Holding                                                                 | 2,499,999               | 3.57%              | 2,499,999               | 3.57%            | 2,499,999               | 3.58%           |
| Founders                                                                       | 9,299,997               | 13.30%             | 9,299,997               | 13.30%           | 9,299,997               | 13.33%          |
| InVivo Group and founders, acting in concert                                   | 65,001,275              | 92.94%             | 65,001,275              | 92.94%           | 65,001,275              | 93.13%          |
| Bpifrance                                                                      | 1,200,000               | 1.72%              | 1,200,000               | 1.72%            | 1,200,000               | 1.72%           |
| (c)<br>Other shareholders                                                      | 3,592,189               | 5.14%              | 3,592,189               | 5.14%            | 3,592,189               | 5.15%           |
| (d)<br>Treasury shares                                                         | 145,221                 | 0.21%              | 145,221                 | 0.21%            | -                       | -               |
| Total                                                                          | 69,938,685              | 100%               | 69,938,685              | 100%             | 69,793,464              | 100%            |

(c) Holding less than 1,5 % individually on an undiluted basis.

(d) Simulation based on Liquidity agreement position as of 27 November 2024: 145,221.

# Approval by the Founders and InVivo Group, acting in concert, to amend the 29 July 2022 shareholders' agreement

On 27 November 2024, TERACT's Board of Directors was informed that Imanes1 , Palizer2 , NJJ Capital3 , Combat Holding4 (the "Founders") and InVivo Group5 had signed a term sheet under which they committed to amending their 29 July 2022 shareholders' agreement6

. The main amendments set out in this term sheet relate to the following points:7

- The Founders will be eligible, in the event that TERACT's shares are delisted, to a purchase option by InVivo Group for all of their TERACT shares exercisable from 30 September 2027 and up to, but not including, 1 October 2028.
- If said purchase option has not been exercised by the end of the above-mentioned period, InVivo Group will be eligible to a purchase option for all TERACT shares owned by the Founders, exercisable from 2 October 2028 and up to, but not including, 1 October 2029.
- If one of these options is exercised, the TERACT shares will be transferred at their market value determined by a panel of independent experts. In the event that a compulsory buyout offer, followed by a mandatory delisting, takes place before these purchase options are exercised, the panel of independent experts must use the same multicriteria method as that used for the purpose of the offer to determine the market value of the shares with purchase options.

#### About TERACT :

#### CONTACTS:

Investors: investors@teract.com Media: media@teract.com

3 / 3

<sup>1</sup> Controlled by Mr Moez-Alexandre Zouari, TERACT's Chief Executive Officer. 2

Controlled by Mr Moez-Alexandre Zouari, TERACT's Chief Executive Officer. 3

Controlled by Mr Xavier Niel. 4

Controlled by Mr Mathieu Pigasse. 5

Controlled by Union InVivo. 6

The clauses of this agreement are summarised in TERACT's 2023/2024 Universal Registration Document (paragraph 7.4.3) which is available on its website. 7 InVivo Group (which owns 75.86% of TERACT's share capital and voting rights) and the Founders (which together own 12.67% of TERACT's share capital and voting rights), hold in concert 88.52% of TERACT's share capital and voting rights.

TERACT is a major player in the responsible distribution in the growing retail markets of gardening, pet and food distribution. Our ambition is to create a unique brands platform combining tradition and modernity, agricultural know-how and innovation, in-store and digital experiences. TERACT responds to the attempts of the new generation of consumption which is synonymous with quality, durability and traceability. Through its subsidiary InVivo Retail, TERACT regroups the gardening/pet retail brands Jardiland, Gamm vert, Delbard, Jardineries du Terroir and Noé, la maison des animaux and the Food retail brands Boulangerie Louise, Grand Marché La Marnière, Frais d'Ici and Bio&Co. TERACT's majority shareholder is InVivo, one of the leading agricultural and agri-food groups in Europe. TERACT is listed on the professional compartment of Euronext Paris (ticker code: TRACT, ISIN: FR001400BMH7). More information on www.teract.com. www.teract.com.