PRESS RELEASE
Boulogne-Billancourt, 10 April 2025
TRANSFORMATION PLAN OF SOLOCAL INTO A EUROPEAN COMPANY
Solocal Group (the "Company") announces that on March 18, 2025, the Company's Board of Directors approved the plan to transform Solocal Group into a European Company (Societas Europaea, SE).
This transformation of the Company into a European Company would enable Solocal Group, following the completion of its financial restructuring in 2024, to open a new page in its history and open up new development opportunities, particularly within the European Union, where it aims to become the leader in its sector.
While the Group must focus on turning around its business in France, it also intends to start preparing now to expand its activities in Europe, which is a natural market for the Group and one in which it is destined to grow.
This ambition has led management to propose changing the Company's legal form and adopting the status of a European Company, in accordance with current laws and regulations.
The legal bylaws of a European Company are consistent with the Group's desire to expand its activities in European markets. This legal form simplifies the formalities to open branches in certain EU member states, or to make acquisitions by direct merger, thus facilitating the Group's expansion in Europe.
This corporate form also has the advantage of benefiting from a uniform and recognized legal regime within the European Union, and would help to consolidate the Group's position in its negotiations with its major international strategic partners (Google, Meta, Apple or Microsoft). It will also enhance the Group's attractiveness to European talents.
The transformation will not affect the Company's shareholders' rights, who will remain shareholders with no action required on their part. As such, it will have no impact on the value of the Company's shares, it being specified that the number of shares issued by the Company will not be modified as a result of this transaction.
The Company's governance structure will remain unchanged.
The proposed transformation plan will be submitted to the Company's Annual General Meeting of Shareholders to be held on June 5, 2025.
In addition, the Company's bondholders (at a general meeting of bondholders or following a written consultation, if provided for in the issuance contract), voting by a two-thirds majority of the votes held by the holders present or represented, will decide on the proposed transformation.
One or more "commissaires à la transformation" (conversion auditors) will be appointed by the President of the Nanterre Commercial Court to prepare a report for the shareholders certifying that
1
the Company has net assets at least equivalent to the share capital plus any reserves that the law or the bylaws do not allow to be distributed.
2
Disclaimer
This press release has been prepared by Solocal Group for information purposes only. It does not constitute or include any advice or recommendation by Solocal Group (or any other person) with respect to Solocal Group's securities or with respect to the advisability of any transaction or the making of any investment decision. It does not constitute or include any confirmation or undertaking by Solocal Group (or any other person) regarding the present or future value of Solocal Group's business, its securities, its subsidiaries or any other assets of Solocal Group.
This press release and the information contained herein do not constitute an offer to sell or subscribe, or a solicitation of an order to buy or subscribe Solocal Group securities.
EN - Solocal - www.solocal.com
As the pure player in digital marketing in France, Solocal supports local businesses - VSEs, to SMBs, Large Companies or local authorities - in their digital transformation and business development. Every day, hundreds of thousands of companies in France trust its innovative digital solutions: Relational Presence, Web design, E-commerce and Digital advertising. With its iconic brand PagesJaunes, Solocal helps internet and mobile users find professionals that meet their needs. Powered by scalable technological platforms, geolocated data, a massive audience, and unique commercial coverage across France, Solocal collaborates with the GAFA to maximize the effectiveness of its digital services. Its subsidiary, Regicom, complements this offer by providing local businesses with high-performance solutions in e-commerce, project management, and digital strategy. Together, Solocal and Regicom work to boost local economic activity by offering innovative and high-performance digital tools.
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