UNIFY Group (Euronext Growth Paris: ALUNI) has announced that its Board of Directors, meeting on 14 October 2026, approved in principle a proposed simplified tender offer for the Company's own shares, with a view to cancelling the shares acquired.

The proposed transaction forms part of UNIFY Group's share buyback programme, authorised by the General Meeting of Shareholders on 8 June 2026. The offer would be made at a price of €2.70 per share, representing a maximum total investment of approximately €2.5 million, subject to approval by the French Financial Markets Authority (AMF).

A proposed simplified tender offer at €2.70 per share

Under the proposed transaction, UNIFY Group would offer to repurchase a maximum of 926,000 shares, representing approximately 1.51% of the Company's share capital as of 30 September 2026.

The main terms of the proposed offer are:

The proposed offer price represents a 71.3% premium over the last closing share price preceding the announcement.

It also represents a 56.6% premium over the volume-weighted average share price recorded during the 60 trading days preceding the announcement.

The transaction remains a proposal, subject to the completion of the applicable regulatory procedures.

A transaction within UNIFY Group's share buyback programme

The proposed simplified tender offer would be carried out under the share buyback programme approved by shareholders at the General Meeting held on 8 June 2026, pursuant to its eighth resolution.

Shares acquired through the offer would subsequently be cancelled.

The transaction would be financed entirely from the Company's available cash resources, within the announced maximum amount.

If the number of shares tendered exceeds the limit of 926,000 shares, the number of shares accepted from each participating shareholder would be reduced proportionately to the number tendered, in accordance with Article 233-5 of the AMF General Regulation.

A proposed offer subject to AMF clearance

The offer would be conducted under the simplified procedure governed by Articles 233-1 and following of the AMF General Regulation.

Subject to a compliance decision from the Autorité des marchés financiers (AMF), the offer would remain open for a minimum of 10 trading days.

The final terms and conditions, including the timetable and participation procedures, would be specified in the official offer documentation submitted for review by the AMF.

As of the announcement on 14 October 2026, the offer had not been formally opened.

An independent expert appointed to assess the offer's financial terms

In preparation for the proposed transaction, UNIFY Group's Board of Directors established an ad hoc committee of independent members on 11 September 2026.

The committee comprises Patrycja Mothon, Laëtitia Vuitton and Jérôme Masurel, and is chaired by Patrycja Mothon.

Following the committee's recommendation, the Board appointed Sorgem Evaluation, represented by Claire Karsenti, as independent expert on 25 September 2026.

The expert's role is to prepare a report assessing the financial terms of the proposed offer and to provide an opinion on its fairness.

The Board of Directors will make its final decision and issue its reasoned opinion after considering the independent expert's fairness opinion, at a forthcoming meeting expected in the weeks following the announcement.

Principal shareholders do not intend to tender their shares

As stated in the press release, two of UNIFY Group's principal executives have confirmed that they do not intend to tender their shares into the proposed offer.

Pascal Chevalier, Chairman and Chief Executive Officer, holds 19.7% of the Company's share capital and 28.47% of its voting rights.

Gautier Normand, Deputy Chief Executive Officer, holds 6% of the Company's share capital and 7.99% of its voting rights.

Both executives have indicated their intention not to participate in the proposed tender offer as selling shareholders.

Next steps in the proposed tender offer

The proposed transaction remains subject to several stages before any potential implementation.

These include:

Further details concerning the transaction will be provided through the applicable regulatory documentation.

Regulatory information and disclaimer

This article is provided for information purposes only and summarises the proposed transaction announced by UNIFY Group on 14 October 2026.

It does not constitute an offer to acquire securities or a solicitation of any such offer in France or any other jurisdiction.

Under French law, the proposed offer may only proceed in accordance with the official offer documentation, which must contain its complete terms and conditions and be reviewed by the AMF.

The offer may only open following receipt of the AMF's compliance decision. Any investment decision concerning the offer must be based exclusively on the official offer documentation.

Distribution of information relating to the offer and participation in the offer may be subject to restrictions in certain jurisdictions. Persons receiving such information are responsible for identifying and complying with any applicable restrictions. UNIFY Group disclaims liability for violations of those restrictions.

For official financial announcements and regulatory information, visit UNIFY Group's Investor Relations press releases.

About UNIFY Group

UNIFY Group is an international diversified group focused on information, lifelong learning and connecting businesses, brands and audiences.

A pioneer in the technological transformation of the media industry since 2012, UNIFY Group operates through four complementary business pillars:

In 2026, UNIFY Group operates in 12 countries, generates 37% of its revenue internationally and employs 1,858 people.

UNIFY Group is listed on Euronext Growth Paris under the ticker ALUNI (ISIN: FR0010820274).

Investor Relations: investisseurs@unifygroup.com