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Ordina N.V. Extraordinary General Meeting adopts all resolutions in relation to the Offer

Nieuwegein, 6 September, 2023

The Extraordinary General Meeting (the “EGM”) of Ordina N.V. (“Ordina” or the “Company”) adopted all proposals in relation to the recommended public offer (openbaar bod) by Sopra Steria Group SA for all the issued and outstanding ordinary shares in the capital of Ordina (the "Offer").

All proposed resolutions were adopted, including with regard to:

  • the Post-Closing Restructuring Measure, including the approval of the Asset Sale, Cancellation of Shares in case of Squeeze-Out Proceedings and Dissolution of the Company in case of Liquidation;

  • the cancellation of the Priority share;

  • the conversion of the Company from a limited liability company (naamloze vennootschap) into a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) and amendments of the Company’s articles of association;

  • the acceptance of the resignation of Dennis de Breij, Bjorn Van Reet, Johan van Hall, Thessa Menssen and Caroline Princen as members of the Supervisory Board and granting them full and final discharge for their supervision of the management;

  • the designation of (i) Jo Maes, Joyce van Donk-van Wijnen and Michel Lorgeré as Executive Directors of the One-Tier Board and (ii) Bjorn Van Reet, Dennis de Breij, Kathleen Clark, Pierre Pasquier and Yvane Bernard-Hulin as Non-Executive Directors of the One-Tier Board;

  • the amendment of the remuneration policy of the Management Board and the Supervisory Board and the determination of the individual remuneration of the Non-Executive Directors.

These resolutions are subject to the conditions precedent (opschortende voorwaarden) as mentioned in the convocation (including agenda and explanatory notes thereto) for the EGM and will take effect from the time specified therein.

The Offer Period expires on 26 September 2023 at 17:40 hours CET (unless extended). Shareholders wishing to tender their Shares should contact their financial intermediary to obtain information about the deadline by which such Shareholder must send instructions to the financial intermediary to accept the Offer, as such deadline may be earlier than 26 September 2023.

More information with regard to the Offer can be found at and

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