FR0004180537 AKA: AKKA Technologies SE (the 'Issuer') announces the conclusion of its offering of perpetual subordinated unsecured bonds convertible into new and/or existing shares of the Issuer (the 'Bonds'), without preferential subscription rights, for an aggregate principal amount of EUR175 million, after full exercise of the increase option of EUR25 million.

AKKA is the European leader in digital, engineering consulting and R&D services in the mobility segment with its headquarters based in Brussels, Belgium. The group is already a leader in France and in Germany and is focused on building a leadership position in North America which already represents 17% if its total revenues.

AKKA successfully supports a portfolio of prestigious customers in the automotive, aerospace, rail and life sciences sectors thanks to its unique combined expertise throughout the life cycle of their products and cutting edge digital CASE1 related technologies.

This combined expertise gives strong opportunities for growth and allows the group to focus confidently on its mid-term development.

The oversubscription and the quality of the orderbook enable the group to increase the initial issue size up to EUR 175m. The issue of the Bonds will provide the group with additional, well-balanced financing for its future growth, all the while diversifying and extending the maturity of its financing. In parallel, it will strengthen the structure of the group's balance sheet by increasing the amount of shareholder equity.

FINAL TERMS OF THE BONDS

The Bonds will be issued at par with denominations of EUR100,000 each on 4 December 2019 (the

'Issue Date'). The initial conversion price has been set at a premium of 35% above the Issuer's

1 Connected, Autonomous, Shared, Electric

FINAL

CHARACTERISTICS

OF THE ISSUE OF

THE BONDS

Issue size: EUR175 million after the exercise of the EUR25 million increase option

Maturity: perpetual, NC3.1@130%, hard call January 2025

Initial conversion premium: 35%

Initial conversion price: EUR77.2582

Coupon until Jan 2025: 3.5%

Coupon after Jan 2025: 6-month Euribor+900bps

Conversion period: from issue date until Jan 2025

Full dividend protection

PRESS RELEASE

reference share price of EUR57.2283, being the volume weighted average price ('VWAP') of a Share on the regulated market of Euronext Paris as from the opening until closing of trading today.

INTEREST

From the Issue Date (as defined below) until 1 st January 2025, the Bonds will bear interest at a fixed rate of 3.5% per annum, payable semi-annually in arrear on 1 st July and 1 st January of each year (each, an 'Interest Payment Date'), commencing on 1 st July 2020 (long first coupon) and ending on 1 st January 2025, subject to any Optional Interest Deferral (as defined below).

From 1 st January 2025, the Bonds will bear interest at a rate expressed on an annual basis equal to the 6-month Euribor rate plus a margin of 900 basis points, payable semi-annually in arrear on each Interest Payment Date and for the first time on 1 st July 2025, subject to any Optional Interest Deferral.

In the event of a change of control, the interest rate will be increased by an additional 500 basis points per annum as from the interest period commencing on the next Interest Payment Date.

On any Interest Payment Date, the Issuer may decide, subject to certain conditions, to defer payment of interest in respect of the Bonds for the relevant interest period, subject to having notified Bondholders at least 15 days prior to the relevant Interest Payment Date (an 'Optional Interest Deferral'). All interest in respect of the Bonds that is not paid at an Interest Payment Date will constitute 'Deferred Interest'.

Any amount of Deferred Interest shall bear interest at an annual rate equal to the prevailing fixed interest rate or floating interest rate. The amount of accrued interest (the 'Additional Interest') in respect of Deferred Interest will become due and payable in the same manner as Deferred Interest.

Deferred Interest and Additional Interest may be paid in whole or in part at any time at the Issuer's option, but all Deferred Interest and Additional Interest in respect of all the Bonds will become mandatorily payable in certain circumstances, as described in the terms and conditions of the Bonds.

REDEMPTION OF THE BONDS

The Bonds are perpetual, subject to early redemption at the Issuer's option.

The Issuer may, at its option, elect to redeem all of the Bonds at par plus accrued interest, Deferred Interest (if any) and Additional Interest (if any) (the 'Early Redemption Price'): for the first time on 1 st January 2025, and then on each Interest Payment Date thereafter; in the event of a change of control; from 25 January 2023 until 1 st January 2025, if the Parity Value of a Bond2 on each of at least 20 dealing days in any period of 40 consecutive dealing days ending not earlier than the dealing day prior to the giving of the redemption notice is equal to or exceeds EUR130,000; and if less than 15% of the Bonds originally issued remain outstanding.

The Issuer undertakes to convene a shareholder meeting to be held no later than 30 June 2020 (the 'Long Stop Date'), to authorise change of control resolutions (approving the change of control

2

'Parity Value' of a Bond in respect of any dealing day means the principal amount divided by the Conversion Price in effect on such day,

multiplied by the VWAP of the shares on such dealing day

THIS PRESS RELEASE MAY NOT BE PUBLISHED, FORWARDED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO

THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH SUCH

DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.

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PRESS RELEASE

conversion price adjustment and change of control step-up). In case the resolutions are not approved and the Issuer has not given an early redemption notice by the date falling 2 business days following the Long Stop Date for the redemption of the Bonds at the greater of 102% of the principal amount and 102% of the fair bond value, in each case together with interest accrued and Deferred Interest and Additional Interest (if any), then the fixed interest rate will be increased by an additional 500 basis points as from the interest period commencing immediately after 31st December 2020.

CONVERSION RIGHTS

Bondholders may exercise their conversion right at any time from the issue date (inclusive) until the 7th day (inclusive) preceding 1 st January 2025, or the date set for any early redemption.

Upon exercise of their conversion right, Bondholders will receive, at the option of the Issuer, shares, cash, or a combination of shares and cash.

The conversion price will be subject to customary adjustments, as described in the terms and conditions of the Bonds. Among other things, the conversion price will be adjusted downward for any dividend of the Issuer.

PLACEMENT

The placement was conducted through a private placement to qualified institutional investors only, in the European Economic Area, outside the United States, Canada, Australia, South Africa and Japan.

An application will be made for admission of the Bonds to trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange within 60 days following the Issue Date.

The Bonds will be issued in dematerialised form in accordance with the Belgian Companies and Associations Code (as amended). The Bonds will be represented by book-entries in the records of the securities settlement system operated by the National Bank of Belgium (the 'NBB') or any successor thereto (the 'NBB SSS'). The Issuer intends to have the Bonds accepted by the NBB for settlement through the NBB-SSS, of which Euroclear and Clearstream are participants, but their circulation will be limited to X-Accounts only, as described in the terms and conditions of the Bonds.

Euroclear and Clearstream will therefore only hold Bonds on behalf of investors holding their Bonds on X-Accounts in the NBB-SSS.

PUBLIC INFORMATION

The offering of the Bonds is not subject to a prospectus approved by the Financial Services and Markets Authority (Autorite des Services et Marches financiers) (the 'FSMA').

Next event:

Full-year 2019 revenue: Thursday, 6th February 2020

Full-year 2019 results: Tuesday, 17th March 2020

THIS PRESS RELEASE MAY NOT BE PUBLISHED, FORWARDED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO

THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH SUCH

DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.

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PRESS RELEASE

In case of discrepancy between the French and English versions of the press release, only the English

version shall be deemed valid.

About AKKA

AKKA is the European leader in engineering consulting and R&D services in the mobility segment. As an innovation accelerator for its clients, AKKA supports leading industry players in the automotive, aerospace, rail and life sciences sectors throughout the life cycle of their products with cutting edge digital technologies (AI, ADAS, IoT, Big Data, robotics, embedded computing, machine learning, etc.).

Founded in 1984, AKKA has a strong entrepreneurial culture and is pursuing its fast-paced growth and international development in line with its CLEAR 2022 strategic plan. With around 21,000 employees at the date hereof, who are passionate about technology and dedicated to advancing the future of industry, the group recorded revenues of EUR1.5 billion in 2018.

AKKA Technologies is listed on Euronext Paris and Brussels - Segment A - ISIN code: FR0004180537.

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