Voltalia announces an upcoming investment by the International Finance Corporation of up to €120 million in preferred shares of Voltalia’s subsidiary, convertible in ordinary shares of Voltalia, subject to shareholders’ approval

The main features of the contemplated investment would be as follows:

• investment proceeds to be applied exclusively to projects meeting eligibility criteria agreed with IFC3;

• contractual remuneration for IFC that may be paid as periodic dividend flows or capitalised, in accordance with contractually defined terms;

• a base remuneration level of 6.5%4, determined based on the characteristics of the instrument and the conditions under which the transaction is implemented. This base remuneration would be subject to upward adjustment from the fifth and seventh anniversaries of signing, and to an adjustment linked to the achievement of sustainability performance targets;

• redemption rights in defined circumstances but no predefined mandatory repayment maturity;

• the preferred shares would carry a conversion right entitling their holder to the issuance of new ordinary shares of Voltalia, exercisable only upon the occurrence of events of default5, or in any event, from the seventh anniversary of the subscription agreement to be entered into with IFC.

• The number of new ordinary shares of Voltalia’s that may be issued upon conversion of the preferred shares of VMI would result from the application of a fixed conversion ratio, not subject to adjustment other than adjustments intended to preserve the economic effect of the conversion in the event of transactions affecting Voltalia’s share capital or capital structure. Such conversion ratio and resulting maximum number of new ordinary shares of Voltalia issuable upon conversion will be set shortly before signing, and disclosed upon publication of the convening notice. Such shares would rank pari passu with existing ordinary shares of Voltalia and would be admitted to trading on the regulated market of Euronext Paris on the same listing line.

The General Meeting called to vote on this project is scheduled for September 17, 2026. Its agenda includes, in particular, the resolutions relating respectively to the conversion mechanism, together with the corresponding amendments to the articles of association of Voltalia, and to the creation of a related reserve.

The notice of shareholders’ meeting (Avis de Réunion) published today sets out the agenda of the meeting, the full text of the resolutions, including the terms and conditions of the conversion to be appended to the bylaws of Voltalia, and the arrangements for shareholder participation and voting. The reports of the Board of Directors, of the statutory auditors and of the independent auditor (commissaire aux avantages particuliers) appointed to assess the conversion rights attaching to the preferred shares, prepared in connection with the transaction, will be made available to the shareholders of Voltalia in accordance with applicable laws and regulations.

As the contractual documentation relating to the transaction is still being finalized, the text of the resolutions and the terms and conditions of the conversion, as published today, may be amended prior to the publication of the convening notice (Avis de Convocation).

Next on the agenda: 2026 half year results, September 3, 2026 (before market opens)

1 A fully owned subsidiary.

2 Investment made in VMI, which is Voltalia’s fully owned subsidiary holding most of its assets.
3 new solar photovoltaic and BESS projects conducted by VMI through its subsidiaries in World Bank member countries in Africa, the Middle East, Central Asia, and Central and Eastern Europe which meet IFC’s environmental and social performance standards.
4 to be confirmed ahead of signing.
5 Notably the insolvency of VMI, illegality of performance under the contractual documentation to be entered into with IFC, its nationalisation, a failure by Voltalia to hold directly at least 75% of its share capital and voting rights on a fully diluted basis, or a breach of the undertakings requiring IFC’s prior consent, in particular as regards to VMI’s senior or pari passu indebtedness, asset disposals, security interests and distributions, and certain misrepresentations, each subject, where applicable, to a cure period; as well as certain other breaches of the contractual documentation to be entered with IFC having continued for at least eighteen months.

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