Vusiongroup : Vusiongroup: Increase Of Vusiongroup's Free Float In The Context Of A Private Placement By Boe

• New independent board member to be appointed

VusionGroup, the global leader in digitalization solutions for physical commerce, has taken note of the sale, on 30 April 2025, by BOE Smart Retail (Hong Kong) Co., Limited, a wholly-owned subsidiary of BOE Technology (HK) Limited, of 1.12 million shares of VusionGroup (corresponding to c. 7% of the share capital) in a private placement made by way of an accelerated book-building, at a price of €178 per share.

Upon completion of the sale of the shares (the delivery of which is expected to occur on or about 5 May 2025), BOE Smart Retail (Hong Kong) Co., Limited (which currently holds approximately 32% of the share capital and voting rights of VusionGroup) will have its equity stake reduced to approximately 25% of the share capital and voting rights of VusionGroup. This transaction is expected to further improve the free float of VusionGroup shares, which is set to increase from around 40% before the placement, to 47%.

BOE Smart Retail has agreed to a lock-up commitment for a period of 6 months following the settlement of the sale, subject to certain exceptions.

As part of the placement, VusionGroup has bought back 101,123 shares, i.e. 0.6 % of its share capital, at the price of the placement.

The share buyback is carried out pursuant to the share buyback program of VusionGroup authorized by the 14^th resolution approved by the shareholders' meeting held on 19 June 2024. The description of the share buyback program is detailed in section 7.6 (Share Buyback Program) of the Group's 2023 Universal Registration Document.

This share buyback will be financed with the Group's available cash. The bought-back shares will be used to cover the Group's employee performance share plans and for M&A purposes.

In addition, the composition of the Board of directors will evolve to reflect the evolution of the shareholding structure. 

As a result, one of the representatives of BOE at the Company's board of directors is expected to resign and BOE will therefore keep two representatives at the Company's board of directors.

The Company intends to replace such director by an independent director, subject to approval by the relevant corporate bodies of the Company (in particular its shareholders' general meeting).

DISCLAIMER

This press release does not constitute an offer to sell or a solicitation of an offer to buy or subscribe any securities, does not constitute an offer to purchase shares and does not constitute a public offer other than the offering to qualified investors in any jurisdiction, including France.

About VusionGroup

VusionGroup is the global leader in the digitalization solutions for commerce, serving over 350 large retailer groups around the world in Europe, Asia and North America.

The Group develops technologies that create a positive impact on society by enabling sustainable and human-centered commerce. By leveraging our IoT & Data technologies, we empower retailers to re-imagine their physical stores into efficient, intelligent, connected, and data-driven assets. We unlock higher economic performance, facilitate seamless collaboration across the value chain, enhance the shopping experience, create better jobs, cultivate healthier communities, and significantly reduce waste and carbon emissions.

VusionGroup consist of six families of solutions, harnessing the full potential of IoT, Cloud, Data, and artificial intelligence (AI) technologies, at the service of the modernization of commerce: SESimagotag (ESL & Digital Shelf Systems), VusionCloud, Captana (computer vision and artificial intelligence platform), Memory (data analytics), Engage (retail media and in-store advertising), and PDidigital (logistics and industrial solutions).

VusionGroup supports the United Nations' Global Compact initiative and has received in 2023 the Platinum Sustainability Rating from EcoVadis, the world's reference of business sustainability ratings.

VusionGroup is listed in compartment A of Euronext™ Paris and member of the SBF120 Index. Ticker: VU ISIN code: FR0010282822 - Reuters: VU.FP - Bloomberg: VU

www.vusion.com

Investor Relations: Olivier Gernandt - [email protected]

Press Contact: Publicis Consultants - [email protected]

VusionGroup S.A. – 55, place Nelson Mandela – CS 60106 92024 Nanterre – France

A limited company with share capital of €32,143,416

Tel: + 33 (0)1 34 34 61 61 - Fax: + 33 (0)1 55 69 78 00

www.vusion.com