Claranova : Strategic investment from US & Australian institutional investors

Press Release

August 11, 2021

€65 million strategic investment from US & Australian institutional investors to fund the purchase of Avanquest's minority interests

• Investment fully subscribed by Heights Capital Management and Ophir Asset Management, creating for the first time in the company's history a group of cornerstone shareholders
• Investment combining a reserved capital increase of €15m and a reserved issuance of convertible bonds of €50 million priced at a c. 86% conversion premium
• Proceeds to be allocated to the acquisition of Avanquest's minority interests, to strengthen the Group's capital structure
• Binding agreement with minority shareholders providing a c. €153 million equity valuation for the Avanquest division excluding its fintech activities, or c. €98 million for all minority interests, to be paid through a mix of cash and newly issued Claranova shares

Paris, France - August 11, 2021, 8:00 a.m. (CEST) - Claranova (Euronext Paris: FR0013426004 - CLA) (the "Company" or the "Group"), today announces an agreement with institutional investors Heights Capital Management ("Heights") and Ophir Asset Management ("Ophir" and together with Heights, the "Investors"), for a strategic investment of €65 million (the "Investment") to fund the acquisition of Avanquest's minority interests (the "Acquisition").

The Investment hails a new major milestone in Claranova's development. Besides giving Claranova new substantial financial resources to simplify its capital structure through the Acquisition, it creates for the first time in the company's history a group of cornerstone shareholders to stabilize its shareholder structure and support the Group's long-term development. Through this transaction, the Investors also demonstrate their confidence in the Group's fundamentals, strategy and potential.

The Investment will be carried out in the form of a reserved capital increase of €15 million (the "Capital Increase") and a reserved issuance of €50 million of senior, unsecured bonds convertible into new shares and/or exchangeable for existing shares (obligations convertibles échangeables en actions nouvelles ou existantes - OCEANE) (the "Convertible Bonds").

The Capital Increase will be subscribed by Ophir for €10 million and by Heights for €5 million. It will consist in the issuance of 2,142,857 new shares at €7.00 per share, representing 5.39% of the Group's current share capital (the "New Shares"). The Convertible Bonds will be fully subscribed by Heights and will be issued at a c. 86% conversion premium.

At this stage, the Investment does not change the guidance previously announced for annual revenue of €700 million and operating profitability above 10%1 by the end of fiscal year 2023.

1 In terms of EBITDA margin.

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[phone]	Ticker :  CLA	[phone]
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Press Release

August 11, 2021

Pierre Cesarini, CEO of Claranova, declared: "This new record funding marks a major turning point in Claranova's development. Beyond strengthening our investment capacity and enabling us to simplify the group structure, this transaction demonstrates the confidence in the Group's future perspectives, as recognized by leading investment firms specialized in supporting companies with a strong growth potential. Through this investment, Claranova is partnering with long-term investors, able to support the Group in pursuing its ambitious development plan. With still considerable potential in each of our activities, an enhanced investment capacity and the long-term support of major international investment firms, Claranova has more than ever all the assets to ensure its change in dimension."

Use of proceeds of the Investment: buy-out of Avanquest's minority interests under the Acquisition

In conjunction with the Investment, the Company has entered into a binding agreement with Avanquest's minority shareholders in relation to the acquisition of their interests in Claranova's Software Publishing division. The agreement provides a $1802 million equity valuation for the whole division excluding Lastcard, Avanquest's fintech activities, which will remain a separate activity from the rest of Avanquest and under the joint ownership of existing Avanquest shareholders

The consideration for the Acquisition amounts to c. $115 million3, and will be paid through (i) the issuance4 of 4,100,000 new Claranova shares issued at €7.00 representing c. 9.79% of the share capital of the Company after the completion of the Capital Increase (ii) the payment of c. $55 million in cash and (iii) the issuance of several promissory notes of c. $27 million of aggregate principal amount with maturities ranging from 12 months to 10 years. An independent appraiser (commissaire aux apports) will be appointed in accordance with French law to issue a report on the value of the assets being contributed and on the fairness of the consideration paid by Claranova..

The new Claranova shares will be subject to a 12-monthlock-up from the completion date of the Acquisition.

By holding the entire share capital of the entities comprising the Avanquest's division, Claranova will be able to benefit fully from the ramp-up of its Software Publishing division and receive the entire net income generated by their roll-out.

The implementation of the Acquisition is expected to be finalized on or prior to September 30, 2021. Claranova will inform the market of the Acquisition implementation progress.

Key Characteristics of the Investment

• Main Terms of the Capital Increase

The 2,142,857 New Shares will be issued for €15 million in total, representing 5.39% of the number of shares outstanding prior to the Investment as of June 30, 2021. The subscription price of the New Shares was set at €7.00, corresponding to the closing price (no discount) of August 10th, 2021. The Capital Increase will be subscribed by Ophir for €10 million and Heights for €5 million, which will hold respectively 3.41% and 1.71% of the share capital, and 3.29% and 1.65% of the voting rights post-Investment and prior to the execution of the Acquisition (on a non-diluted basis).

The New Shares will be issued through a capital increase without shareholders' preferential subscription right pursuant to the 16th resolution of the Extraordinary General Shareholders' Meeting of 17 December 2020

1. Circa €153 million, converted at a EUR/USD rate of 1.1722 as of August 10, 2021.
2. Circa €98 million on the basis of the above conversion rate.
3. These 4,100,000 new shares will be issued in accordance with the 18th resolution of the Extraordinary General Shareholders' Meeting of 17 December 2020, pursuant to which the Shareholders have granted to the Company board of directors the authority to increase the company's share capital in consideration for asset contributions.

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[phone]	Ticker :  CLA	[phone]
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Press Release

August 11, 2021

granting a delegation to the Board of Directors of the Company to implement a capital increase reserved to a category of beneficiaries in accordance with article L.225-138 of the French Commercial Code.

The New Shares will carry dividend rights, and will give right, from their issuance, to all distributions decided by the Company as of that date, will be admitted to trading on Euronext under the same ISIN code FR0013426004 - CLA on or about August 13, 2021, and will be fully fungible with the Company's existing shares.

• Main Terms of the Convertible Bonds

The Convertible Bonds will be issued for €50 million in total and will bear interest at 4.5% per annum, payable in cash semi-annually in arrears on January 30th and July 30th each year, commencing on January 30th, 2022.

The par value of the Convertible Bonds will be set at €13.00, corresponding to a conversion premium of 85.7% to the closing price of August 10, 2021. The Convertible Bonds will be fully subscribed by Heights. 3,846,154 Convertible Bonds will be issued, corresponding to up to 3,846,154 new shares which may be issued upon conversion/exchange of the Convertible Bonds, representing 9.68% of the number of shares outstanding prior to the Investment as of June 30, 2021.

The Convertible Bonds will be issued at par and will be redeemable at par on the fifth (5th) anniversary date of the issuance date (the "Maturity Date") unless previously converted, exchanged, redeemed or purchased and cancelled.

The Convertible Bonds holder will be granted a conversion/exchange right of the Convertible Bonds into new and/or existing shares of the Company (the "Conversion/Exchange Right") which they may exercise at any time after the second (2nd) anniversary date of the issuance date (inclusive) up to the seventh (7th) business day (inclusive) preceding the Maturity Date or the relevant early redemption date, as the case may be. The initial conversion/exchange ratio is set at one share per Convertible Bond, subject to standard adjustments, including anti-dilution and dividend protections, as detailed in the terms and conditions of the Convertible Bonds. Upon exercise of their Conversion/Exchange Right, the Convertible Bonds holder will receive at the option of the Company new and/or existing Company's shares carrying all rights attached to the existing shares as from the date of delivery.

The Convertible Bonds holder will also be granted an option to require the Company to redeem all, but not less, of its Convertible Bonds at any time after the third (3rd) anniversary date of the issuance date (inclusive) up to the seventh (7th) business day (inclusive) preceding the Maturity Date for a total redemption amount generating a maximum overall investment return of 2.00x for the Convertible Bonds holder (the "Maximum Return"), such redemption amount being in any event capped in order for the Company to remain within the limits of a financial debt to EBITDA ratio of 3.5x.

Upon a change of control of the Company, certain significant evolutions of the free-float shareholding or a delisting of the shares of the Company (each, a "Liquidity Event"), the Convertible Bonds holder will have the option to require the Company to redeem all, but not less, of its Convertible Bonds for a total redemption amount corresponding to the Maximum Return.

The Company may force the conversion of the Convertible Bonds from the third (3rd) anniversary date of the issuance date until Maturity Date, for all Convertible Bonds outstanding, provided that for 30 consecutive trading days, the closing price of the shares multiplied by the conversion ratio in effect at each date exceeds €27.00.

The Company may also require the early redemption of the Convertible Bonds at a redemption amount equal to the maximum of (i) the principal amount plus any accrued and unpaid interests as of the early redemption date and (ii) 1.75x, 2.00x or 2.25x the initial principal amount for any early redemption effected, respectively, prior to the second anniversary date of the issuance date, between the second and the third anniversary date of the issuance date, or after the third anniversary date of the issuance date.

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[phone]	Ticker :  CLA	[phone]
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	www.claranova.com

Press Release

August 11, 2021

The issue of the Convertible Bonds will be carried out without preferential subscription rights or shareholders' subscription priority periods pursuant to the 16th resolution of the Extraordinary General Shareholders' Meeting of 17 December 2020 granting a delegation to the Board of Directors of the Company to implement a capital increase reserved to a category of persons in accordance with article L.225-138 of the French Commercial Code.

The Convertible Bonds will not be subject of an application for admission to trading on any market and will not be listed.

The new shares resulting from the Convertible Bonds will carry current dividend rights, give right, from their issuance, to all distributions decided by the Company as of that date and will be admitted to trading on Euronext under the same ISIN code FR0013426004 - CLA.

• Lock-upagreements

The Company has agreed to a lock-up undertaking on the issuance or sale of shares or of securities giving access to the share capital, for a period of 90 calendar days from the delivery-settlement of the Capital Increase, subject to certain customary exceptions.

Impact of the Investment and the Acquisition on the share capital5

Following settlement and delivery, the New Shares resulting from the Capital Increase will represent 5.1% of the share capital of the Company and the Company's total share capital will be EUR 41,871,511 divided into 41,871,511 shares. For illustration purposes, a shareholder holding 1.00% of the Company's share capital prior to the Capital Increase, will hold 0.95% of the Company's share capital upon completion of the Capital Increase (or 0.94% on a fully diluted basis).

(%) Ownership interest(1)	On a non-diluted basis	On a fully diluted basis
	Before the Capital Increase, the conversion of the
	Convertible Bonds and the issuance of the New		1.00%	0.99%
	Shares under the Acquisition
	After the Capital Increase only		0.95%	0.94%
	After conversion of the Convertible Bonds only		0.91%	0.90%
	After issuance of the new shares under the		0.91%	0.90%
	Acquisition only
	After the Capital Increase, the conversion of the
	Convertible Bonds and the issuance of the new		0.80%	0.79%
	shares under the Acquisition

1. Assuming the issuance of 2,142,857 New Shares under the Capital Increase and of 3,846,154 new shares upon conversion of the Convertible Bonds (based on the initial conversion/exchange ratio)

5 The dilution impacts presented in this section do not take into account the June 2018 ORNANE bond issue, the redemption modalities of which have not been decided yet by the Company. These 26,363,636 ORNANE bonds (among which 455,000 are held by the Company) mature on July 1st, 2023. As of June 30, 2021, no ORNANE bond has been converted.

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[phone]	Ticker :  CLA	[phone]
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Press Release

August 11, 2021

Evolution of the shareholding structure following the Investment and the Acquisition

The shareholding structure of the Company prior to the Capital Increase, the issuance of the Convertible Bonds and the Acquisition is set forth below.

		Number of	% of capital		% of voting	% of capital on		% of voting
		shares on a		rights on a		rights on a
Shareholders		on a non-		a fully-diluted
	non-diluted		non-diluted		fully-diluted
		diluted basis		basis
		basis6		basis		basis
Executives, managers and	2,636,773	6.6%	8.7%	7.6%	9.6%
directors
Free Float7	36,849,756	92.8%	91.3%	91.8%	90.4%
Treasury shares	242,125	0.6%	0.00%	0.6%	0.0%
Total		39,728,654	100.0%		100.0%	100.0%		100.0%

Following the Capital Increase, the issuance of the Convertible Bonds and the Acquisition, the share capital and voting rights of the Company will be as follows:

				Number of	% of capital		% of voting	% of capital on		% of voting
				shares on a		rights on a		rights on a
Shareholders		on a non-		a fully-diluted
	non-diluted		non-diluted		fully-diluted
				diluted basis		basis
				basis		basis		basis
Executives, managers and	2,636,773	5.7%	7.6%	6.1%	7.8%
directors
New Institutional funds	2,142,857	4.6%	4.5%	11.9%8	11.6%8
Avanquest minority shareholders	4,100,000	8.9%	8.6%	8.2%	7.9%
Free Float	36,849,756	80.1%	79.3%	73.3%	72.7%
Treasury shares	242,125	0.5%	0.00%	0.5%	0.0%
	Total			45,971,511	100.0%		100.0%	100.0%		100.0%

Information available to the public and risk factors

• Risk factors relating to the Investment

The main risk factors in relation to the Investment are the following:

The Company could face cash-flow difficulties which would prevent it from facing its payment obligations under the terms and conditions of the Convertible Bonds.

1. As at June 30, 2021.
2. Including some institutional investors with individual holdings below 5% of the total share capital.
3. Taking into account the conversion of €50m Convertible Bonds for a maximum of 3,846,154 new shares.

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[phone]	Ticker :  CLA	[phone]
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	www.claranova.com