English translation : Board of Directors Report to the Combined General Shareholders Meeting to be held on June 27, 2023 on Stock Options and Restricted Free Shares

SEQUANS COMMUNICATIONS

Société anonyme au capital de 2.330.932,50 Euros

Siège social : 15-55 Bd Charles de Gaulle - 92700 COLOMBES

RCS Nanterre 450 249 677

SPECIAL REPORT OF THE BOARD OF DIRECTORS

TO THE COMBINED GENERAL MEETING DATED 27 June 2023

RELATING TO STOCK OPTIONS (SO) AND RESTRICTED FREE SHARES

Ladies and gentlemen,

I - First, we will summarize information regarding transactions involving stock options which took place during the year ended December 31, 2022 in accordance with Article L.225-184 of the French commercial code.

I.1- Below is a summary table of the transactions that took place during the financial year just ended:

	Plan n°2013	Plan n°2014	Plan n°2014	Plan n°2015	Plan n°2015
	Tranche 1	Tranche 1	Tranche 1	Tranche 1	Tranche 1
Date of the general meeting	25/06/2013	26/06/2014	26/06/2014	29/06/2015	29/06/2015
Date of the board meeting	12/12/2013	11/12/2014	24/03/2015	19/10/2015	14/12/2015
Number of options granted	_	_	_	_	_
Number of options cancelled	23.000	9.700	6.000	9.600	18.100
Number of options exercised	_	_	_	_	_
Exercise price of options	$1,90	$1,25	$1,76	$1,20	$1,97
Date of expiration of options	12/12/2023	11/12/2024	24/03/2025	19/10/2025	14/12/2025

I.2 - By application of Article L.225-184, the table is given below showing the number, price and expiration dates of stock options granted during the course of the year ended 31 December 2022 for the company Sequans Communications, to all beneficiary employees, as well as the number of these:

None

I.3 - Number, expiration dates and prices of stock options which, during the year and in related to their terms of office and roles in the company have been granted to each of the managing directors by the company and by those associated with it under the conditions provided in article L. 225-180 of the Commercial Code:

None

I.4 - Number, expiration dates and prices of subscription of stock options exercised during the year by these managing directors for stock options granted Sequans Communications or by the companies controlled within the meaning of Article L. 233-16 of the Commercial Code:

None

I.5 - Number, expiration dates and prices of shares subscribed or purchased during the financial year by the managing agents of the company exercising one or more options held in (i) the company, (ii) the companies associated with it under the conditions provided in Article L. 225-180 of the Code de commerce and/or (iii) companies controlled within the meaning of Article L. 233-16 of the Commercial Code:

None

I.6 - Number, expiration dates and prices of stock options granted during the year, by the Company and by the companies of groups associated with it under the conditions provided in Article L. 225-180 of the Commercial Code to each of the ten employees of the company, that are not managing directors, whose number of options thus granted is the highest:

None

1. - Second, we will summarize information regarding transactions involving restricted free shares which took place during the year ended December 31, 2022 in accordance with Article L.225-197-4 of the French commercial code.

II.1 - Below is a summary table of the transactions that took place during the financial year just ended:
	Plan n°2016	Plan n°2016	Plan n°2017	Plan n°2017	Plan n°2017
	Tranche 1	Tranche 1	Tranche 1	Tranche 1	Tranche 1
Date of the general meeting	28/06/2016	28/06/2016	30/06/2017	30/06/2017	30/06/2017
Date of the board meeting	12/12/2016	07/2/2017	25/7/2017	12/12/2017	06/2/2018
Number of restricted free shares granted	_	_	_	_	_
Number of restricted free shares cancelled	18	3	3	19	_
Number of restricted free shares vested	_	_	_	_	22.340
Stock market value on date of grant	$1,73	$2,29	$3,67	$1,78	$1,73

	Plan n°2017	Plan n°2018	Plan n°2018	Plan n°2018	Plan n°2018	Plan n°2018
	Tranche 1	Tranche 1	Tranche 2	Tranche 1	Tranche 2	Tranche 1
Date of the general meeting	30/06/2017	29/06/2018	29/06/2018	29/06/2018	29/06/2018	29/06/2018
Date of the board meeting	24/4/2018	23/10/2018	23/10/2018	18/12/2018	18/12/2018	05/02/2019
Number of restricted free shares granted	_	_	_	_	_	_
Number of restricted free shares cancelled	7	2	_	4.464	_	254
Number of restricted free shares vested	9.108	1.280	3.132	238.036	38.724	1.864
Stock market value on date of grant	$1,65	$1,35	$1,35	$0,95	$0,95	$0,92

	Plan n°2018	Plan n°2018	Plan n°2018	Plan n°2019	Plan n°2019	Plan n°2019
	Tranche 2	Tranche 1	Tranche 2	Tranche 1	Tranche 1	Tranche 1
Date of the general meeting	29/06/2018	29/06/2018	29/06/2018	28/06/2019	28/06/2019	28/06/2019
Date of the board meeting	05/02/2019	23/04/2019	23/04/2019	29/10/2019	17/12/2019	4/02/2020
Number of restricted free shares granted	_	_	_	_	_	_
Number of restricted free shares cancelled	_	_	_	_	70.508	14.132
Number of restricted free shares vested	624	1.248	2.992	19.968	868.772	170.400
Stock market value on date of grant	$0,92	$1,15	$1,15	$0,91	$0,725	$1,10

2

	Plan n°2020	Plan n°2020	Plan n°2020	Plan n°2020	Plan n°2020	Plan n°2021
	Tranche 1	Tranche 1	Tranche 1	Tranche 1	Tranche 1	Tranche 1
Date of the general meeting	26/06/2020	26/06/2020	26/06/2020	26/06/2020	26/06/2020	25/06/2021
Date of the board meeting	21/07/2020	20/10/2020	15/12/2020	02/02/2021	20/04/2021	20/11/2021
Number of restricted free shares granted	_	_	_	_	_	_
Number of restricted free shares	16.296	80.872	103.240	_	36.960	150.144
cancelled
Number of restricted free shares vested	71.312	83.944	1.130.344	32.900	49.328	63.840
Stock market value on date of grant	$1,77	$1,22	$1,35	$2,13	$1,38	$1,17

		Plan n°2021	Plan n°2021	Plan n°2021	Plan n°2022	Plan n°2022	Plan n°2022	Plan n°2022
		Tranche 1	Tranche 1	Tranche 1	Tranche 1	Tranche 1	Tranche 1	Tranche 1
Date of the general	25/06/2021	25/06/2021	25/06/2021	24/06/2022	24/06/2022	24/06/2022	24/06/2022
meeting
Date of the board	14/12/2021	01/02/2022	26/04/2022	26/07/2022	26/07/2022	25/10/2022	13/12/2022
meeting
Number of restricted free	_	644.480	258.176	68.416	1.015.040	2.866.752	5.697.956
shares granted
Number of restricted free	91.744	67.584	100.032	_	_	_	_
shares cancelled
Number of restricted free	631.312	_	_	_	_	_	_
shares vested
Stock market value on	$1,08	$1,03	$0,78	$0,85	$0,91	$0,92	$0,90
date of grant
II.2	Number and stock market values at grant date of restricted free shares which, during the year and in
related to their terms of office and roles in the company have been granted to each of the managing directors by
the company and by those associated with it under the conditions provided in article L. 225-197-2 of the Commercial

Code:

Restricted free shares granted	Stock market value on the date of grant	Managing director
250.048 restricted free shares	$1,03
749.952 restricted free shares	$0,91	Georges Karam, CEO
2.800.000 restricted free shares	$0,92	Sequans Communications SA
1.200.000 restricted free shares	$0,90

II.3 Number and stock market values at grant date of restricted free shares granted during the year to these managing directors related to their terms of office and roles with the companies controlled within the meaning of Article L. 233-16 of the Commercial Code:

None

II.4 Number and stock market values at grant date of restricted free shares granted during the year by the Company and by the companies of groups associated with it under the conditions provided in Article L. 225-197-2 of the Commercial Code to each of the ten employees of the company, that are not managing directors, whose number of restricted free shares thus granted is the highest:

3

			Number of	Stock market value
Recipient	Functions	Company concerned	restricted	on the date of grant
			free shares
	Chief Financial Officer	Sequans
Choate Deborah		Communications S.A.	320,000	$	0,90
	EVP & GM BBIOT BU	Sequans
Debray Bertrand		Communications S.A.	320,000	$	0,90
	WW VP Sales	Sequans
Taluja Nikhil		Communications Inc	320,000	$	0,90
		Sequans
Buda Fabien	VP R&D	Communications S.A.	240.000	$	0,90
	AVP APAC, Marketing &	Sequans
Chuang Ping Lin	Business Development	Communications S.A.	240.000	$	0,90
	Chief Operator Officer	Sequans
Kedar Danny		Communications Israel.	240.000	$	0,90
	VP Business Unit	Sequans
Waldburger Hugues		Communications S.A.	240.000	$	0,90
	Product Marketing	Sequans
Amiot Olivier	Senior Director	Communications S.A.	100,032	$	0,91
	Directeur du contrôle de	Sequans
Dumesniladelee Christophe	gestion	Communications S.A.	100,032	$	1,03
	Directeur du support	Sequans
Shcherbelis Yuri	client	Communications Inc	100,032	$	0,91

II.5 Number and stock market values at grant date of restricted free shares granted during the year by the Company and by the companies of groups associated with it to all employee beneficiaries as well as the number of employee beneficiaries and the group companies which employ them :

Restricted free shares	Stock market value on the date	Beneficiary employees
granted	of grant
5.697.956 actions gratuites	$0,90	160
2.866.752 actions gratuites	$0,92	7
1.015.040 actions gratuites	$0,91	7
644.480 actions gratuites	$1,03	12
258.176 actions gratuites	$0,78	9
68.416 actions gratuites	$0,85	3

The restricted free shares thus granted are subdivided as follows between these categories of beneficiaries: 96 employees of Sequans Communications SA

20 employees of Sequans Communications Ltd

15 employees of Sequans Communications Inc

26 employees of Sequans Communications Israël Ltd.

6 employees of Sequans Communications Lte Pte.

1 employee of Sequans Communications Oy

16 employees, non-resident in France, of foreign branch offices of Sequans Communications S.A.

Prepared at Colombes,,

Le 27 April 2023.

Le Conseil d'administration

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