Sopra Steria : Inside Information / Operations of the issuer (acquisitions, sales...)

This is a joint press release by Ordina N.V. ("Ordina" or the "Company") and Sopra Steria Group SA ("Sopra Steria" or the "Offeror") pursuant to the provisions of Article 4, paragraphs 1 and 3, Article 10, paragraphs 1 and 3 and Article 18, paragraph 3 of the Dutch Decree on public takeover bids (Besluit openbare biedingen Wft, the "Decree") in connection with the recommended public offer by the Offeror for all the issued and outstanding ordinary shares in the capital of Ordina (the "Offer"). The information in this announcement is not intended to be complete. This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in Ordina. Any offer will be made only by means of an offer memorandum (the "Offer Memorandum") approved by the Dutch Authority for Financial Markets (Stichting Autoriteit Financiële Markten, the "AFM"), which is available as of today, and subject to the restrictions set forth therein. This press release is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, any jurisdiction in which such release, publication or distribution would be unlawful.

SOPRA STERIA LAUNCHES RECOMMENDED ALL-CASH PUBLIC OFFER

FOR ORDINA SHARES

Paris, France and Nieuwegein, the Netherlands, 17 July 2023 - Publication of the Offer Memorandum - Offer to be discussed at the EGM on 6 September 2023 - Offer Period ends at 17:40 hours CET on 26 September 2023, unless extended.

With reference to the publication of the Offer Memorandum today, Sopra Steria and Ordina are pleased to jointly announce they have obtained AFM approval for the Offer Memorandum. With that, the Offeror is now officially launching the recommended public offer to all holders of Ordina's issued and outstanding Shares at an offer price of EUR 5.75 (five euros and seventy - five eurocents) in cash per Share cum dividend 1 (without interest and less mandatory withholding tax payable under applicable law (if any)) (the "Offer Price"), on the terms and subject to the conditions and restrictions as set forth in the Offer Memorandum (the "Offer"). Shareholders of Ordina can tender their Shares under the Offer during the Offer Period, which runs from 19 July 2023 to 26 September 2023. Completion of the Offer is expected in the second half of 2023.

The combination creates a partner of choice in the BeNeLux IT consulting industry, accelerating the transformation towards a digital business partner. The Offeror will support the continued growth of the combination in the BeNeLux, while the acquisition would contribute to Sopra Steria's balanced European expansion by developing its presence in geographical areas considered as strategic for Sopra Steria.

Transaction highlights

• Recommended all-cash public offer by the Offeror for all issued and outstanding ordinary shares in the capital of Ordina (each, a "Share") at an Offer Price of EUR 5.75 per Share cum dividend
• Offer period runs from 19 July 2023 to 26 September 2023 (the "Offer Period"); completion of the Offer is expected in the second half of 2023
• The Offer Price represents a premium of approx. 36% to the closing price per Share on 14 March 2023 and a premium of approx. 43% to the volume-weighted average closing price per Share for the three-month period prior to 14 March 2023
• The management board and supervisory board of Ordina unanimously support the Offer and the transactions contemplated in connection therewith, including the Post-Closing Restructuring Measure (together with the Offer, the "Transaction") and recommend the holders of Shares (the "Shareholders") to accept the Offer, to tender their Shares pursuant to the Offer and to vote in favour of the Offer resolutions to be proposed at the extraordinary general meeting of shareholders of Ordina, to be held during the Offer Period (the "EGM")
• Ordina will hold the EGM at 14:30 hours CET on 6 September 2023 and will include the resolutions related to the Transaction on the agenda
• Ordina's Dutch Works Council has rendered a positive advice on the decision of Ordina's management board to support the Transaction and recommend the Offer
• Priority Share to be repurchased and cancelled subject to Settlement
• Ordina's two largest shareholders, Teslin Participaties Coöperatief U.A. and Mont Cervin S.à r.l., together holding approx. 26.2% of the Shares, have irrevocably agreed to tender their Shares; in addition, the Company's CEO and CFO have also irrevocably agreed to tender their Shares

1 The Offer price of EUR 5.75 cum dividend is excluding the dividend of EUR 0.395 (thirty-nine and a half eurocent) announced by way of press release on 16 February 2023 and made payable to Shareholders on 20 April 2023),

1

• Competition Clearance has been obtained and the Transaction is not subject to any Regulatory Clearance
• The Offer is subject to certain other conditions, including a minimum acceptance level of 95% of the Shares, to be lowered to 80% if the general meeting of the Company adopts the resolutions in connection with the Post-Closing Restructuring Measure (including approval of the Asset Sale, followed by either (i) the Liquidation or (ii) the Issuance and Repurchase and the Note Distribution) at the EGM
• If the Offeror obtains 95% or more of the Shares, it prefers to implement the Pre-Squeeze-Out Asset Sale and will initiate the Squeeze-Out Proceedings and, if it obtains between 80% and 95%, it prefers to implement the Asset Sale and Liquidation, if approved by the Shareholders

The Offer

The Offer is made on the terms and subject to the conditions and restrictions set forth in the Offer Memorandum. Shareholders who have validly tendered (or defectively tendered, provided that such defect has been waived by the Offeror) and have not validly withdrawn their Shares and have transferred (geleverd) their Shares to the Offeror prior to or on the Closing Date (each of these Shares, a "Tendered Share") will receive the Offer Price in respect of each Tendered Share.

In the event of any cash or share dividend or other distribution on the Shares (the "Distributions") by Ordina prior to settlement of the Offer, whereby the record date is decisive for entitlement to such Distribution, the Offer Price will be decreased by the full amount of any such Distribution made by Ordina in respect of each Share (before any applicable withholding tax).

The Offer values Ordina at approximately EUR 518 million. The Offeror has funds readily available to finance the Offer through available cash resources and existing credit lines and will comply with all its financial obligations (subject to customary conditions). The credit lines include a EUR 1.1 billion Revolving Credit Facility which is undrawn as of the date of the Offer Memorandum and subject to customary conditions. The Offeror shall, in accordance with the terms of the Merger Protocol, pay or refinance all the Ordina Group's indebtedness that is required to be repaid or refinanced upon settlement pursuant to the Ordina Group's debt financing commitments including refinancing. Further details can be found in section 6.5 (Financing of the Offer) of the Offer Memorandum.

Extraordinary General Meeting of Ordina

In accordance with Article 18, paragraph 1 of the Decree, Ordina will hold the EGM on 6 September 2023 at 14:30 hours CET. At the EGM, the Offer will be discussed and recommended to the Shareholders for acceptance and the Shareholders will be requested to vote in favour of the Offer Resolutions. The manner in which the EGM will be held is provided for in the convocation of the EGM. The EGM convocation materials are available on Ordina's website (www.ordina.com).

The information for Shareholders as required pursuant to Article 18, paragraph 2 of the Decree, is included in the Position Statement, which also includes the convocation notice and agenda for the EGM, which has been made available as of today at Ordina's website (www.ordina.com).

Rationale for the Transaction

The combined operations, comprising Sopra Steria's existing business in the BeNeLux, its recent acquisition Tobania (finalised in March 2023), and Ordina will create a partner of choice in digital services in the region with a pro forma revenue of EUR 700 million and more than 4,000 employees spread almost equally between the Netherlands and Belgium. In Luxembourg, the combination would reach a strategic size of 300 employees.

Sopra Steria and Ordina believe that combining the BeNeLux businesses is highly attractive and will accelerate their strategies. Both parties believe that the combination will have an overall reinforced position in the BeNeLux and will provide significant strategic benefits, including:

• Strong strategic fit benefitting the combination in becoming the digital business partner for their clients;
• Excellent cultural alignment through shared focus on local proximity and entrepreneurship;
• Highly complementary geographical footprint and positioning across sectors, with opportunities to mutually expand the combination's joint business;
• Improved positioning to capture the significant growth opportunities in the market, among other things, through scale advantages;
• Increased possibilities for knowledge sharing, strengthening capabilities and talent development; and
• Enhanced career opportunities for employees, as they will be part of a larger company.

2

The combination will be focused on capturing the significant growth potential in the BeNeLux digital services market estimated at approx. EUR 31 billion in 2022 for 28 million inhabitants, with approx. 8% growth per year for the next 3 years. By way of comparison, the French market stands at EUR 44 billion per year for 68 million inhabitants.

The size of the market, the weight of public sector and financial services clients and the p resence of European institutions make this geographical region a strategic development area for Sopra Steria. In particular, the acquisition of Ordina would significantly strengthen the public sector and financial services segments, where Ordina generates 42% and 26% of its revenues respectively.

Sopra Steria has an objective to expand its activities in Europe to develop its market share in geographical areas where there is significant growth potential. Strategic size in certain countries will help to strengthen the strategic nature of the relationship with targeted clients and the ability to recruit the required talents by building a strong employer brand. Strengthening Sopra Steria's presence in the BeNeLux would meet this dual objective. It would also support Sopra Steria's European ambition with a credible positioning in the field of digital sovereignty and trust.

The proposed acquisition would also contribute to balancing Sopra Steria's geographical portfolio. On a pro forma basis, Sopra Steria's revenue including Ordina would be distributed as follows: 39% in France, 15% in the United Kingdom, 11% in BeNeLux, 8% in Scandinavia, 7% in Germany, 8% in the rest of Europe and 12% in software.

A value-creating and immediately accretive transaction

The combination of the two entities will drive significant complementarities from both a commercial and operational perspective.

In the strategic public, defence & security, financial services and transportation sectors, the combination will provide access to a larger and more significant business potential. Ordina's client base could also benefit from Sopra Steria's end-to-end capabilities, in particular its hybrid cloud & technology services, cybersecurity and Sopra Banking Software solutions. Clients will also have access to Sopra Steria's delivery facilities and its nearshore and offshore capabilities. The combination of the two organi sations is also expected to strengthen hiring capability and operational efficiency.

Operational complementarities are estimated at EUR 10 million on an annual basis (run-rate after 2 years).

Sopra Steria expects an accretive impact on earnings per share from the first year (+1.2% in 2024). In 2025, Sopra Steria expects an accretive impact of +3.7% on earnings per share. Following completion of the Transaction, pro forma leverage of the Offeror Group would be approximately 1.5x EBITDA by the end of 2023.

Unanimous support and recommendation by the Ordina Boards

In line with their fiduciary responsibilities, after having received legal and financial advice and having given due and careful consideration to all circumstances and all aspects of the Transaction, including

1. strategic options, (ii) financial terms, (iii) non-financial terms, (iv) deal certainty (i.e. the arrangements impacting the likelihood that the Transaction will take place, such as the ability to finance the Transaction and obtain clearance with the relevant antitrust and regulatory authorities), and (v) deal protection, including the 'fiduciary out' (i.e. the arrangements determining under which circumstances the Ordina Boards remain committed to the Offer, and under which circumstances they are able to explore, and eventually recommend, a Competing Offer), the Ordina Boards unanimously resolved on 20 March 2023, that the Transaction is in the best interest of Ordina and its business, taking into account the interests of all its stakeholders, and approved entering into the Merger Protocol, subject to the terms and conditions set out therein.

Subject to the terms, conditions and restrictions of the Offer, the Ordina Boards unanimously (i) support the Transaction, (ii) recommend to the Shareholders to accept the Offer and to tender their Shares pursuant to the Offer and (iii) recommend to the Shareholders to vote in favour of the Offer Resolutions. More information regarding the decision-making process of the Ordina Boards is included in the Position Statement, which was published by Ordina today.

3

Fairness Opinions

On 20 March 2023, AXECO Corporate Finance B.V. ("AXECO") issued its Fairness Opinion to the Ordina Boards and ABN AMRO Bank N.V. ("ABN AMRO") issued its Fairness Opinion to the Supervisory Board, in each case that, as of such date, and based upon and subject to the factors, assumptions, limitations and qualifications set forth therein, (i) the Offer Price to be paid to the holders of the Shares pursuant to the terms of the Offer is fair, from a financial point of view, to such shareholders and (ii) if applicable, the consideration to be paid to Ordina under the Post -Closing Restructuring Measure is fair, from a financial point of view, to Ordina. The full text of the Fairness Opinions, each of which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with such Fairness Opinion, are included in the Position Statement.

Irrevocable undertakings

The Offer is supported by Ordina's two largest shareholders, as well as the individual members of each of the Ordina Boards, together representing approximately 27% of the Shares. Each has irrevocably committed to Sopra Steria to support the Offer, vote in favour of the Offer Resolutions and tender its shareholding in the Offer. In accordance with the applicable public offer rules, these Shareholders have not received any information in connection with the Offer that is not included in the Offer Memorandum and they will tender their Shares on the same terms and conditions as the other Shareholders.

Non-Financial Covenants

The Offeror and the Company have agreed to certain non-financial covenants in respect of, among other matters, strategy, structure and governance, financing, employees and minority shareholders for a duration of 30 months after settlement of the Offer (the "Non-FinancialCovenants"), including the covenants summarised below.

Strategy

The Offeror fully subscribes to the business strategy of the Company's group. The Offeror intends to align the activities of the Belgian and Luxembourg parts of the Offeror and the Belgian and Luxembourg parts of the Company's group, to fully benefit from the reach, scale and resources of their combined businesses (the "BeLux Group" and together with the other parts of the Company's group, the "BeNeLux Group"). The Offeror will support, including from a financial perspective, the BeNeLux Group to realise and execute the business strategy of the Company's group and will work with the Company to grow the BeNeLux Group organically and through mergers and acquisitions. The core business of the Company's group shall remain intact. The Offeror has no intention to break up the BeNeLux Group or to divest a part of the BeNeLux Group. The BeNeLux Group will be rebranded (including the name of the Company).

The Offeror will support the Company in furthering its current sustainability, ESG and corporate social responsibility strategy and goals, with a view to maintain the "best of both world s" of the existing ESG standards of the Company's group and the Offeror's group.

Structure and governance

Following the settlement of the Offer, the Company will have a one -tier board (the "One-TierBoard"), comprising three executive directors (the "Executive Directors"), being Jo Maes (as the CEO of the Company's group), Joyce van Donk-van Wijnen and Michel Lorgeré, and five non-executive directors (the "Non-ExecutiveDirectors"), being (i) Dennis de Breij and Björn van Reet who are current members of the Supervisory Board and who are considered independent from the Offeror (the "Independent Non-ExecutiveDirectors") and (ii) Pierre Pasquier, Kathleen Clark and Yvane Bernard-Hulin, to be designated by the Offeror, who are non-independent from the Offeror (the "Designated Non-ExecutiveDirectors"). The two Independent Non-Executive Directors will especially monitor compliance with the Non-Financial Covenants. Any deviations from the Non-Financial Covenants require the prior written approval of the One -Tier Board, including a vote in favour of such approval by the Independent Non-Executive Directors.

The Executive Directors remain responsible for managing the BeNeLux Group. Any persons to be appointed within the BeNeLux Group that report directly to the executive board, shall be appointed by the Executive Directors, following the approval of the One-Tier Board.

The Company's group will maintain a substantial presence in the Netherlands and the BeNeLux headquarters will remain in Nieuwegein, the Netherlands. The Company will remain a separate legal entity and the main holding company of the current and future subsidiaries and operations of the Company's group. The Company will continue under the mitigated structure regime (gemitigeerde structuurregime).

4

Employees

The existing rights and benefits of the employees of the combined group will be respected, as well as the current employee consultation structure of the Company's group in the Netherlands, Belgium and Luxembourg. The Offeror will also respect the existing pension rights of the current and former employees of the combined group.

To the extent that any positions within the Company's group and the Offeror's group overlap following settlement of the Offer, such positions will be filled based on fair allocation principles, such as "best person for the job". The Offeror is committed to provide the employees of the combined group with appropriate career opportunities and training.

Works Council of Ordina

Ordina's Dutch Works Council rendered a positive advice on 26 May 2023 on (i) the decision of the Management Board to support the Transaction and to recommend the Offer, and (ii) related actions as contemplated in connection with the Transaction.

Competition Clearances

As the turnovers of the Offeror and Ordina met the relevant notification thresholds under Council Regulation (EC) No 139/2004 on the control of concentrations between undertakings, the Offeror notified the Transaction to the European Commission on 12 June 2023. With reference to the joint press release by Sopra Steria and Ordina of 5 July 2023, the European Commission rendered Competition Clearance on 4 July 2023 and publicly announced its decision on 5 July 2023.

Regulatory Clearances

As per the joint press release issued by Sopra Steria and Ordina on 25 May 2023, Sopra Steria and Ordina announced that they have determined on the basis of the currently available information and Ordina's current activities that the Offer and the Transaction do not fall within the scope of the relevant foreign direct investment legislation, including any such legislation that is currently expected to enter into force in the course of 2023. Accordingly, Sopra Steria and Ordina shall not prepare and file with the regulatory authorities any notification in connection with the contemplated Transaction and the Off er shall not be subject to any Regulatory Clearance condition.

The Foundation and the Priority Share

Stichting Prioriteit Ordina Group (the "Foundation") is the bearer of the only issued and outstanding priority share in the capital of Ordina (the "Priority Share") and, in that capacity, has the right to nominate all Supervisory Board members for appointment by Ordina's general meeting and approve all proposed amendments to the Articles of Association. The Foundation has entered into an agreement with Ordina pursuant to which the Foundation is obliged (subject to Settlement) to, and has resolved in accordance with that agreement to, (a) approve the amendment of the Articles of Association as set out in section 6.17 (Amendments to the Articles of Association) of the Offer Memorandum, (b) approve to dissolve Ordina subject to execution of the Asset Sale Agreement, (c) transfer the Priority Share to Ordina for no consideration on the Settlement Date, and (d) approve the cancellation of the Priority Share. Ordina shall not amend or terminate the agreement with the Foundation, or waive any of its rights thereunder, and shall enforce its rights under such agreement to the fullest extent possible.

Indicative timetable

Expected date and time	Event
09:00 hours CET, 19 July 2023	Commencement of the Offer Period
14:30 hours CET, 6 September	EGM, at which meeting, among other matters, the Offer will
2023	be discussed, and the Offer Resolutions will be voted on
17:40 hours CET, 26 September	Closing Date and Closing Time: deadline for Shareholders to
2023	tender their Shares, unless the Offer Period is extended in
	accordance with Article 15 of the Decree
No later than three (3) Business Days	Unconditional Date: the date on which the Offeror will publicly
after the Closing Date	announce whether the Offer is declared unconditional (gestand
	is gedaan) in accordance with Article 16 of the Decree
No later than the third (3rd) Business	Settlement Date: the date on which, in accordance with the
Day after the Unconditional Date	terms and conditions of the Offer, the Offeror will pay the Offer
	Price for each Tendered Share
	5