Exclusive Networks: Stabilisation Period Announcement

PARIS–(BUSINESS WIRE)–Regulatory News:

Exclusive Networks S.A. (Paris:EXN) (“Exclusive Networks”), has received notification that J.P. Morgan AG, acting as stabilising manager in the context of the first admission to trading of ordinary shares of Exclusive Networks on Euronext Paris, has undertaken stabilization activities (as defined under Article 3.2(d)), of the Regulation (EU) No 596/2014 (the “Market Abuse Regulation”)) of the following securities:

Issuer:	Exclusive Networks
Securities:	Ordinary shares with a nominal value of 0.08 euro (ISIN: FR0014005DA7)
Offering Size:	18,295,307 ordinary shares (excluding the overallotment option)
Offer Price:	20 euros per ordinary share
Market:	Euronext Paris
Stabilisation Manager:	J.P. Morgan AG

Pursuant to Article 6, paragraph 2, of Commission Delegated Regulation (EU) 2016/1052 supplementing the Market Abuse Regulation with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures, Exclusive Networks, on the basis of the information disclosed by J.P. Morgan AG, hereby communicates the data relating to the stabilisation activities undertaken by J.P. Morgan AG as stabilisation agent between 23 September 2021, date of opening of the trading, and 30 September 2021:

Execution Date	Intermediary	Buy/	Number of shares	Average Transaction price (in euros)	Lowest/Highest Price ( in euros)	Aggregate amount (in euros)	Stabilisation Trading Venue
		Sell/
		Transfer
23-Sep-21	J.P. Morgan AG	Buy	1,895,076	€ 19.562573	17.77 / 20	€ 37,072,563	Euronext Paris
24-Sep-21	J.P. Morgan AG	Buy	363,519	€ 19.824303	18.97 / 20	€ 7,206,511	Euronext Paris
27-Sep-21	J.P. Morgan AG	Buy	25,343	€ 19.996534	19.9 / 20	€ 506,772	Euronext Paris
28-Sep-21	J.P. Morgan AG	n/a	0	n/a	n/a	n/a	n/a
29-Sep-21	J.P. Morgan AG	Buy	35,002	€ 20.000000	20 / 20	€ 700,040	Euronext Paris
30-Sep-21	J.P. Morgan AG	Buy	28,398	€ 19.999056	19.98 / 20	€ 567,933	Euronext Paris

The detailed list of transactions is available on Exclusive Networks’ website in the section dedicated to the IPO (www.exclusive-networks-ir.com/ipo).

This press release is issued also on behalf of J.P. Morgan AG pursuant to Article 6, paragraph 2, of Commission Delegated Regulation (EU) 2016/1052.

About Exclusive Networks

Exclusive Networks is a leading global specialist in innovative cybersecurity technologies, providing services to accelerate the sale of cybersecurity disruptive and digital infrastructure technologies on a global scale. Exclusive Networks helps cybersecurity vendors scale their businesses globally, and offering channel partners (such as value-added resellers, system integrators, telcos and managed service providers) expertise, disruptive technologies and services to fit the needs of their corporate customers. Exclusive Networks also works with several vendors offering solutions in specific sub-segments beyond cyber.

Exclusive Networks excels by combining global scale with local execution. With offices in 40 countries and the ability to service customers across five continents and in over 150 countries, Exclusive Networks, headquartered in France, offers a “global scale, local sale” model. This model enhances performance in local operations by providing both global and local support. This approach has enabled Exclusive Networks to (i) develop one of the world’s broadest portfolios of cybersecurity solutions from over 240 leading vendors and (ii) develop a worldwide customer base, consisting of over 18,000 VARs, SIs, Telcos and MSPs, indirectly serving more than 110,000 end-customers. Over the period from 2018 to 2020, Exclusive Networks engaged in business in more than 124 countries.

Exclusive Networks’ approach enables vendors to adopt a simple and agile go-to-market model in relation to their cybersecurity and digital infrastructure solutions, while benefitting from Exclusive Networks’ local expertise and market knowledge in each jurisdiction where it operates. Exclusive Networks’ scale is equally important to its customers as their own end-users may be located in multiple regions of the world. In addition, Exclusive Networks helps its customers through its expertise in vendor selection as cybersecurity and digital infrastructure solutions become ever more complicated and keep evolving in the face of increasing cybersecurity threats.

Important Notice

This press release does not constitute a public offer to sell or purchase, or a public solicitation of an offer to sell or purchase, securities in the United States or in any other country or jurisdiction. Exclusive Networks shares may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Exclusive Networks does not intend to register in the United States any portion of the offering or to conduct a public offering of the shares in the United States.

No communication nor any information relating to this transaction or to Exclusive Networks may be distributed in any country or jurisdiction where such distribution would require registration or approval of securities. No such registration or approval has been or will be obtained outside of France. The distribution of this press release in certain countries may be prohibited under applicable law. Exclusive Networks assumes no responsibility if there is a violation of applicable law and regulation by any person.

This announcement is not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, as amended (the “Prospectus Regulation”), also forming part of the domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”). The prospectus approved by the French Financial Markets Authority (the “AMF”) is available on the AMF website (www.amf-france.org) and on Exclusive Networks’ website in the section dedicated to the IPO (www.exclusive-networks-ir.com/ipo).

With respect to the member States of the European Economic Area and to the United Kingdom, no action has been undertaken or will be undertaken to make an offer to the public of the securities referred to herein requiring a publication of a prospectus in any relevant member State other than France. As a result, the shares may not and will not be offered in any relevant member State other than France except in accordance with the exemptions set forth in Article 1(4) of the Prospectus Regulation, or under any other circumstances which do not require the publication by Exclusive Networks of a prospectus pursuant to Article 3(2) of the Prospectus Regulation, also forming part of the domestic law in the United Kingdom by virtue of EUWA, and/or to applicable regulations of that relevant member State or the United Kingdom.

In France, an offer to the public of securities may not be made except pursuant to a prospectus that has been approved by the AMF. The approval of the prospectus by the AMF should not be understood as an endorsement of the securities offered or admitted to trading on a regulated market.Thes

This announcement is not a prospectus, a disclosure document or a product disclosure statement for the purposes of the Australian Corporations Act 2001 (Cth) (“Corporations Act”). The provision of this announcement to any person does not constitute an offer of, or an invitation to apply for, any securities in Australia. This press release is intended for distribution to, and any offer in Australia of the securities of the Company may only be made to, persons who are “sophisticated investors” or “professional investors” within the meaning of section 708 of the Corporations Act, and who are a “wholesale client” within the meaning of section 761G of the Corporations Act.

In Canada, the information contained in this announcement is only addressed to and directed at persons who are accredited investors and permitted clients as defined in Canadian securities legislation.

During a period of 30 days following the date on which the offer price was determined (i.e., until October 22, 2021 (inclusive)), J.P. Morgan AG, acting as stabilising manager may, without any obligation, in compliance with laws and regulations in particular, in particular Regulation (EU) No. 59612014 of April 16, 2014 on market abuse and Commission Delegated Regulation (EU) No. 2016/1052 of March 8, 2016, effect transactions with a view to maintaining the market price of the Company’s shares on the regulated market of Euronext Paris. In compliance with Article 7 of Commission Delegated Regulation 2016/1052 of March 8, 2016, the stabilisation activities shall not in any circumstances be executed above the offer price. Such stabilisation activities may affect the price of the shares and may conduct to the fixing of the market price higher than the one which would otherwise be fixed. Even if stabilisation activities were carried out, J.P. Morgan AG may, at any time, decide to stop such activities. Information will be provided to the competent market authorities and the public in compliance with Article 6 of the above mentioned Regulation.

Contacts

Media:

FTI Consulting
Emily Oliver/Christina Zinck

+44 (0)20 3727 1000 | [email protected]

Exclusive Networks
Hadas Hughes, VP Global Marketing and Communications

Hacene Boumendjel, Head of Investor Relations

Contact via [email protected]