NETGEM

Delisting Announcement • Sep 11, 2020

Press release

Project to transfer listing to Euronext Growth New Chief Financial Officer appointed

Paris,11 September 2020,

The Board of Directors of Netgem has decided to submit to the Ordinary General Meeting of shareholders to be convened on October 20, 2020, the plan to transfer Netgem shares from the Euronext Paris market to the Euronext Growth Paris market.

Reasons for the transfer

Euronext Growth has asserted itself since its creation as the market of choice for growth companies with a market capitalization of less than one billion euros and sufficient free float of over 2.5 million euros. This transfer will allow the Group to benefit from the dynamics and visibility of this market, while controlling its overheads.

Terms of the transfer

Subject to the approval of this project by the shareholders and the agreement of Euronext Paris, this listing by direct admission will be carried out through an accelerated procedure for direct admission to trading of the existing shares of Netgem, which will simultaneously cease to be listed on Euronext Paris. No new shares will be issued on the occasion of this transfer.

Netgem will engage the services of a listing sponsor within the timeframe required from the date of the transfer.

Consequences of the transfer

In accordance with applicable regulations, the Group wishes to inform its shareholders of some of the possible consequences of such a transfer:

● The consolidated accounts closed on December 31, 2020 will remain established in accordance with IFRS. From the 2021 financial year, the halfyear report, including the financial statements and the activity report, will be published within 4 months after the end of the half-year (instead of the 3 month period in force on Euronext) and will no longer be subject to a limited review by the statutory auditors. The Group may also choose to prepare its accounts either in accordance with IFRS or in French standards.

• Netgem will remain subject, for a period of 3 years from the transfer to Euronext Growth, to the system of mandatory public offers and to the maintenance of the information obligations relating to threshold crossings as applicable for companies listed on Euronext.
• Beyond this 3-year period, the compulsory public offer mechanism will apply in the event that a shareholder, directly or indirectly, alone or in concert, exceeds the threshold of 50% of the capital or of the voting rights. The communication thresholds for crossing of thresholds will then also be limited to crossing of 50% and 95%.
• Euronext Growth being an organized multilateral trading system, Netgem will remain subject to the applicable provisions on permanent market information and more particularly to the provisions of Regulation (EU) No. 596/2014 of April 16, 2014 on market abuse (known as "MAR regulation").
• Netgem executives (and persons related to them) will remain subject to the obligation to declare the transactions they carry out on the Group's shares and debt securities.

The company draws attention to the fact that the transfer to Euronext Growth could result in a change in the liquidity of the shares different from that observed on the regulated market of Euronext Paris.

Beyond the foregoing, the Netgem group will ensure that the quality of the relationships it has always sought to establish with its shareholders and investors is maintained.

Provisional timetable for the transfer (subject to the agreement of Euronext Paris)

October 20, 2020: Ordinary General Meeting of Netgem and Board of Directors implementing the transfer.

The admission to Euronext Growth will take place within a minimum of 2 months from the General Meeting.

New Chief Financial Officer appointed

Following the retirement of Mr. Alain Floch at the end of September, Netgem announces the appointment of Mrs. Sandrine Alexandre to head the Group's Finance Department. Mrs. Alexandre joined the Group when it was founded and previously held the position of Deputy Chief Financial Officer.

Financial communications calendar

● Turnover and Net Revenue Q3 2020 October 21, 2020, before market

Contacts

Investors and Analysts Relations

Bertrand Soleil bertrand.soleil@double-digit.com Tel: +33(0)6.23.31.06.53

Press Relations

Patricia Ouaki patricia.ouaki@forcemedia.fr Tel: +33 (0) 1.44.40.24.01

About Netgem

Netgem is an independent provider of ultra high-speed services. The Group provides its services mainly in France and Great Britain in rural areas in support of infrastructure investments financed by the public authorities to reduce the digital divide and improve regional planning. Netgem provides its services in B2C (direct consumers) and B2B2C (via other partner operators). The Group stands out through its end-to-end technological mastery of a digital TV, video and music streaming offer with a unified and unique experience on TV, mobile and voice control, including the biggest brands of local and global content.

Netgem is listed on Euronext Paris Compartment C (ISIN: FR0004154060, Reuters: ETGM.PA, Bloomberg: NTG: FP) www.netgem.com