Claranova SE — AGM Information 2022

Dec 13, 2022

Report on Claranova's Ordinary and Extraordinary General Meeting of November 30, 2022

Paris, France - December 13, 2022, 9 p.m. (CET). The Ordinary and Extraordinary General Meeting of Claranova's shareholders was held, pursuant to the first notice, on Wednesday, November 30, 2022 at 3:00 pm, at the Tour Egée Business Center, 9 - 11 Allée de l'Arche, 92400 Courbevoie, under the chairmanship of Mr. Pierre Cesarini, the company's Chairman-CEO.

The number of shares held by the 1,261 shareholders who attended the Combined General Meeting was 13,783,557, representing a participation rate of 33.25% and 36.40% of the existing voting rights. The Company specifies that, pursuant to Article 10 of the Company's bylaws (and Articles L.223-7 and L.233-14 of the French Commercial Code and 223-11 et seq. of the General Regulations of the French Financial Markets Authority (Autorité des Marchés Financiers - AMF), a portion of the shares held by Mr. Pierre Cesarini and the Canadian consortium Daniel Assouline/Michael Dadoun are subject to a temporary deprivation of voting rights as a result of individual and concerted declarations of crossing thresholds made outside the time limit.

During the General meeting, resolutions n°1,2,3,5,6,10,14,17,18,19, 20, 21 and 33 were approved by the shareholders and resolutions n°4,7,8,11,12,13,15,16 as well as resolutions n°22 to 30 and 32 were rejected, resolutions 9, 27 and 31 became not applicable due to rejected resolutions and consequently cancelled.

Upon proposal of the Adanova association, a new resolution not included on the agenda was proposed to the shareholders during the General Meeting for the "Dismissal of all the members of the Board of Directors" and was rejected by more than 73% of the shareholders.

The Company has taken note of this hostile takeover attempt by Adanova and Mr. Michael Dadoun and Mr. Daniel Assouline, Canadian shareholders whose companies Adaware, Upclick and Lulu software, were acquired by Claranova, in exchange for a total amount of 98.3 M€ in cash and Claranova shares which represents currently 8.91% of the capital.

Mr. Roger Bloxberg, Mr. Todd Helfstein, Mr. Eric Gareau and Mr. Kevin Bromber, managers of the PlanetArt, Avanquest and myDevices divisions, unanimously reaffirm their full confidence in the Claranova management who is studying the best solutions to stabilize the company's shareholder base in order to continue the company's growth.

Financial calendar: February 8, 2023: 2022-2023 First-half revenue

About Claranova:

As a diversified global technology company, Claranova manages and coordinates a portfolio of majority interests in digital companies with strong growth potential. Supported by a team combining several decades of experience in the world of technology, Claranova has acquired a unique know-how in successfully turning around, creating and developing innovative companies and proven its capacity to turn a simple idea into a worldwide success in just a few short years.

Present in 15 countries and leveraging the technology expertise of its 800+ employees across North America and Europe, Claranova is a truly international company, with 95% of its revenue derived from international markets.

Claranova's portfolio of companies is organized into three unique technology platforms operating in all major digital sectors. As an e-commerce leader in personalized objects, Claranova also stands out for its technological expertise in software publishing and the Internet of Things, through its businesses PlanetArt, Avanquest and myDevices. These three technology

www.claranova.com

platforms share a common vision: empowering people through innovation by providing simple and intuitive digital solutions that facilitate everyday access to the very best of technology.

For more information on Claranova group : https://www.claranova.com ou https://twitter.com/claranova\_group

Appendices

Number of shares comprising the share capital: 45,990,070 Number of shares with voting rights: 41,454,739 Number of voting rights: 44,091,698

	Number of shareholders	Number of shares	Number of votes
Shareholders present or represented	170	6,011,792	8,244,515
Powers of the Chairman	451	678,633	703,282
Votes by mail	640	7,093,132	7,102,041
Total	1,261	13,783,557	16,049,838
Quorum			33.25%

Details of the results of the Ordinary and Extraordinary General Meeting of November 30, 2022 are available on the Group's website in the "General Meetings" section: https://www.claranova.com/investisseurs/assemblees-generales/