ALOKW Groupe Okwind SA

Regulatory News:

This press release shall not be published, disseminated, or distributed, directly or indirectly, in the United States of America, Australia, Canada or Japan.

Groupe OKwind (FR0013439627 - ALOKW), which is specialized in the design, manufacture and sale of intelligent energy generation and management systems dedicated to self-consumption, announces that it has been informed by a group of historical shareholders (the "Selling Shareholders") of the completion of the sale of 493,945 Groupe OKwind shares at a price of 18.20 euros per share, representing 6% of the share capital, to institutional investors through a private placement and to individuals in France via a public offering on the PrimaryBid platform.

TERMS AND CONDITIONS OF THE TRANSACTION

The Selling Shareholders have thus sold 493,945 of Groupe OKwind’s shares through:

- a private placement by accelerated book building ("ABB") with institutional investors in France and in Europe, managed by the Global Coordinators and Joint Bookrunners, for 466,500 shares, i.e. 94.4% of the transaction, and - a public offering to individual investors in France via the PrimaryBid platform, for 27,445 shares, i.e. 5.6% of the transaction.

After the settlement-delivery of the shares sold, scheduled on April 27, 2023, the Selling Shareholders will hold 4,037,770 of Groupe OKwind’s shares, corresponding to 49.0% of the share capital and 58.7% of the voting rights of Groupe OKwind, and will therefore retain control of Groupe OKwind.

Following the sale of these 493,945 of Groupe OKwind’s shares, the free float is therefore increased to 32.9% of the share capital.

As a reminder, the Selling Shareholders, including the companies LOUISM1, NACIA2, Mr. Daniel Heulot, Indivision Heulot, Mr. Hervé PASQUIER and the companies PASSI3 and KILTRAN4, have entered into a 6-month lock-up agreement with the Global Coordinators and Joint Bookrunners, on 100% of the shares they hold at the end of the sale operation.

IMPACT OF THE TRANSACTION ON THE SHAREHOLDER BASE

Before the transaction

After the transaction

Shares

% of capital

Voting rights

% Voting rights

Shares

% of capital

Voting rights

% Voting rights

LOUISM

1 282 343

15,6%

2 535 364

18,0%

1 117 695

13,6%

2 206 067

16,2%

Others Family Maurice

274 952

3,3%

549 339

3,9%

274 952

3,3%

549 339

4,0%

NACIA

614 677

7,5%

1 215 299

8,6%

538 502

6,5%

1 062 949

7,8%

PASSI

593 480

7,2%

1 173 390

8,3%

581 180

7,1%

1 148 790

8,4%

KILTRAN

257 882

3,1%

509 867

3,6%

219 795

2,7%

433 693

3,2%

Hervé PASQUIER

275 544

3,3%

544 788

3,9%

237 457

2,9%

468 614

3,4%

Others Family Sallé

76 438

0,9%

151 180

1,1%

76 438

0,9%

151 180

1,1%

Daniel Heulot

816 733

9,9%

1 608 587

11,4%

698 067

8,5%

1 396 135

10,2%

Indivision Heulot

279748

3,4%

559 496

4,0%

233765,2

2,8%

467 530

3,4%

Others Family Heulot

59 918

0,7%

109 746

0,8%

59 918

0,7%

109 746

0,8%

Sub-total Selling Shareholders

4 531 715

55,0%

8 957 056

63,5%

4 037 770

49,0%

7 994 045

58,7%

Other historical shareholders

1 482 941

18,0%

2 921 265

20,7%

1 482 941

18,0%

2 921 265

21,4%

Floating

2 217 770

26,9%

2 217 770

15,7%

2 711 715

32,9%

2 711 715

19,9%

Total

8 232 426

100,0%

14 096 091

100,0%

8 232 426

100,0%

13 627 025

100,0%

INTERMEDIARIES

In the framework of the Transaction, Portzamparc (BNP Paribas Group) and TP ICAP are acting as Joint Global Coordinators and Joint Bookrunners. D'hoir Beaufre Associés is acting as Legal Counsel.

About Groupe OKwind

Founded in 2009 by Louis Maurice, Chairman and CEO, Groupe OKwind develops solutions for the production and consumption of green energy in short supply chains. Our comprehensive approach, combining energy generation and management, aims to strengthen energy autonomy and thus accelerate the ecological transition. Thanks to its unique technological ecosystem, Groupe OKwind enables self-consumption to assert itself as a new avenue for energy. A solution that can be quickly deployed, managed in real time and at a competitive price, without subsidies. Every day, we work to deploy local, low-carbon, fixed-cost energy for professionals and individuals. In 2022, Groupe OKwind generated consolidated revenues of €41.8 million and today has 164 employees, with more than 3,280 installations throughout France.

For more information: www.okwind.fr

Disclaimer

This press release and the information it contains are not an offer to sell or subscribe to, or a solicitation of an order to buy or subscribe the shares of GROUPE OKWIND in any country.

In France, the offer of the shares of GROUPE OKWIND described in this press release shall be effected by way of (i) a private placement to institutional investors in the form of an accelerated bookbuilding and (ii) a public offering to retail investors through the PrimaryBid platform. This press release constitutes promotional material and is not a prospectus within the meaning of Regulation (EU) No. 2017/1129 of the European Parliament and of the Council of June 14, 2017 (the "Prospectus Regulation").

In the Member States of the European Economic Area, this press release and the offerings that could arise from this press release are directed only to "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation.

This press release does not constitute an offer of securities for sale nor the solicitation of an offer to purchase securities in the United States. The shares or any other securities of GROUPE OKWIND may not be offered or sold in the United States except pursuant to a registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or pursuant to an exemption from such registration requirement. The shares of GROUPE OKWIND will be offered or sold exclusively outside of the United States and in offshore transactions, pursuant to Regulation S of the Securities Act. GROUPE OKWIND does not intend to register the offering in whole or in part in the United States or to make a public offer in the United States.

In the United Kingdom, this press release is directed only at persons who (i) are investment professionals within the meaning of section 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as currently in force, the "Financial Promotion Order"), (ii) are persons falling within Article 49(2) (a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Promotion Order or (iii) are outside the United Kingdom or (iv) are persons to whom an invitation or inducement to engage in investment activities (within the meaning of Section 21 of the Financial Services and Markets Act 2000) in connection with the offer or sale of any securities may be lawfully communicated, directly or indirectly (all such persons being together referred to as the "Authorized Persons"). This press release is addressed only to Authorized Persons and may not be used by any person other than an Authorized Person.

The distribution of this press release may, in certain countries, be subject to specific regulations. Consequently, persons physically present in these countries and in which the press release is disseminated, published or distributed must inform themselves and comply with these laws and regulations.

This press release shall not be published, distributed or disseminated, directly or indirectly, in the United States of America, Australia, Canada or Japan.

1 Company controlled by Louis MAURICE 2 Company controlled by Frederic SALLE 3 Company controlled by Frederic SALLE, Franck PASQUIER and Hervé PASQUIER 4 Company controlled by Franck PASQUIER

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Groupe OKwind Investor Relations investors@okwind.com

NewCap Mathilde Bohin / Thomas Grojean Investor Relations okwind@newcap.eu T.: +33 (0)1 44 71 94 94

NewCap Nicolas Merigeau Media Relations okwind@newcap.eu T.: +33 (0)1 44 71 94 98