Description of Ayvens share buyback programme

Approved by the combined General Meeting dated 19 May 2025

This description is drawn up in accordance with the provisions of Articles 241-1 and 241-2 I of the General Regulation of the French Financial Markets Authority (Autorité des Marchés Financiers).

1. Date of the General Meeting called to approve the share buyback programme

The authorisation for the Company to buy its own shares was approved at the combined General Shareholders’ Meeting dated 19 May 2025.

2. Breakdown by objective of the securities held

As at 15 May 2025, Ayvens held 626,068 of its own shares, representing 0.08% of its share capital. The allocation of the shares is as follows:

Cancellation                                                                                                                0

Allocation to employees and executive officers                                               484,981
Exercise of rights attached to securities                                                                     0
Liquidity agreement                                                                                         141,087
External growth                                                                                                           0

Implement market practices                                                                                        0

3. Purposes of the share buyback programme

Ayvens has received authorisations to purchase its own shares, to:

a.            cancel them, pursuant to the 17^th resolution of the combined General Shareholders’ Meeting held on 19 May 2025;

b.            allocate, cover and honour any free shares or employee savings plans and any type of allocation for the benefit of employees or corporate officers of the Company or affiliated companies under the terms and conditions stipulated or permitted by French or foreign law, particularly in the context of participation in the results of the expansion of the Company, the granting of free shares, any employee shareholding plans as well as completing any related transactions to cover the aforementioned employee shareholding plans;
c.            provide shares upon the exercise of rights attached to securities giving access to the share capital of the Company;
d.            market making activities under a liquidity contract, signed with an investment services provider, in compliance with the market practices permitted by the AMF (“Autorité des Marchés Financiers”);
e.            retain and later tender as part of the Group’s external growth transactions;
f.             implement any market practice that may become recognised by law or by the AMF.

4. Maximum amount allocated to the share buyback programme, maximum number and characteristics of the securities, maximum purchase price

The resolution approved at the combined General Shareholders’ Meeting provides that Ayvens can purchase its ordinary shares for an amount of up to 5% of the share capital at the date of making these purchases, it being specified that the maximum number of shares held after these purchases may not at any time exceed 10% of share capital.

As at 15 May 2025, without taking into account the shares already held, a theoretical maximum number of 40,848,021 shares could be purchased. Given the number of securities already held at this date and the possibility to hold an amount of shares representing up to 10% of the share capital, the Company could purchase up to 40,221,953 shares.

The maximum purchase price was set at EUR 28.60 per share. The authorisation limits the amount of funds allocated to the programme to EUR 600 million.

5. Duration of share buyback programme

The combined General Shareholders’ Meeting dated 19 May 2025 set the duration of the authorisation for the Company to buy and sell its own shares at 18 months from the date of the General Meeting.

6. Fulfilment of prudential requirements

The Board of Directors will ensure that the execution of these buybacks will be carried out in accordance with prudential requirements as defined by the regulation and the European Central Bank.

Attachment

• 2025 05 20 Share buyback programme description