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Update on regulatory clearance progress with respect to public offer for Ordina by Sopra Steria

25 May 2023

This is a joint press release by Ordina N.V. ("Ordina") and Sopra Steria Group SA ("Sopra Steria" or the "Offeror") pursuant to the provisions of Section 4, paragraph 3 of the Dutch Decree on public takeover bids (Besluit openbare biedingen Wft) (the "Decree") in connection with the intended recommended public offer by the Offeror for all the issued and outstanding ordinary shares in the capital of Ordina (the "Offer"). The information in this announcement is not intended to be complete. This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in Ordina. Any offer will be made only by means of an offer memorandum (the "Offer Memorandum") approved by the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, the "AFM"). This press release is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, any jurisdiction in which such release, publication or distribution would be unlawful.

Paris, France and Nieuwegein, the Netherlands, 25 May 2023 – Reference is made to the joint press release issued by Sopra Steria and Ordina on 21 March 2023 in respect of the conditional agreement on a recommended all-cash public offer to be made by Sopra Steria for all the issued and outstanding ordinary shares in the capital of Ordina (each a "Share") at an offer price of EUR 5.75 per Share cum dividend[1].

Sopra Steria and Ordina have determined on the basis of the currently available information and Ordina's current activities that the Offer and the transactions contemplated in connection therewith (the "Transaction") do not fall within the scope of the relevant foreign direct investment legislation, including any such legislation that is currently expected to enter into force in the course of 2023. Accordingly, Sopra Steria and Ordina shall not prepare and file with the regulatory authorities any notification in connection with the contemplated Transaction. For the avoidance of doubt, the above does not relate to the merger control filing to be made with the European Commission.

As communicated in the joint press releases dated 21 March 2023 and 17 April 2023, respectively, Sopra Steria and Ordina continue to anticipate that the Offer will close in the second half of 2023.

[1]           In accordance with the press release dated 16 February 2023, a dividend of EUR 0.395 was announced by Ordina and paid to the Ordina's shareholders on 20 April 2023.

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