Planisware - Full exercise of the over-allotment option for €36 million - Success of the transaction with a final size of €278 million

Full exercise of the over-allotment option
for €36 million

Success of the transaction with a
final size of €278 million

Paris, France, April 22, 2024 – Planisware (Compartment A, ISIN code FR001400PFU4, ticker symbol “PLNW”), a leading B2B SaaS provider in the rapidly growing Project Economy, today announces that Citigroup Global Markets Europe AG exercised, on behalf of the Underwriters, the option to purchase an additional 905,100 existing shares sold by Olhada¹ and 1,357,650 existing shares sold by Ardian, at the initial public offering price of €16 per share, representing 15% of the 15 085 000 actions shares offered in the base offering and corresponding to a total amount of approximately €36 million for the over-allotment option.

Including the exercise in full of the over-allotment option, a total of 17,347,750 existing shares have been sold in the IPO. The total placement volume amounts to approximately €278 million. Following the exercise in full of the over-allotment option, the free float is increased from 21.74% to 25.00%.

Following the global offering made to institutional investors and the exercise of the over-allotment option, Planisware's share capital will be held as follows:

⁽¹⁾Olhada is a French limited liability company (société à responsabilitélimitée), registered with the Trade and Companies Register of Nanterre under number 403 086 929, indirectly owned by Messrs. Pierre Demonsant, Yves Humblot, Mathieu Delille and François Pelissolo and their families.
⁽²⁾Includes current and former employees and managersof the Group, including Mr. Loïc Sautour, each holding less than 1% of the share capital approximately, and/or members of their families and one shareholder's estate.

This exercise in full of the over-allotment option ends the stabilization period that began on 18 April 2024 (following the publication of the results of the global offering made to institutional investors only by Planisware in connection with the listing).

No stabilization activities were carried out by Citigroup Global Market AG acting as Stabilization Agent on the Planisware's ordinary shares in relation to the first admission to trading on Euronext Paris. In accordance with Regulation (EU) No. 596/2014 of the European Parliament and the Council and Delegated Regulation No 2016/1052 of the European Commission of 8 March 2016, concerning the conditions applicable to buyback programs and stabilization measures, any stabilization activity in relation to the first admission to trading on Euronext Paris performed by the stabilizing agent must be declared.

Upcoming publications

Planisware will publish its Q1 2024 revenue on May 21, 2024.

About Planisware

Planisware is a leading business-to-business (“B2B”) provider of Software-as-a-Service (“SaaS”) in the rapidly growing Project Economy. Planisware's mission is to provide solutions that help organizations transform how they strategize, plan and deliver their projects, project portfolios, programs and products.

With close to 700 employees across 12 offices, Planisware operates at significant scale serving around 545 organizational clients in a wide range of verticals and functions across more than 30 countries worldwide. Planisware's clients include large international companies, medium-sized businesses and public sector entities. For more information, visit: https://planisware.com/

Connect with Planisware on: LinkedIn and X (formerly Twitter).

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Disclaimer

This press release does not, and shall not, in any circumstances constitute a public offering or an invitation to the public in connection with any offer.

NocommunicationandnoinformationinrespectofthistransactionorofPlaniswaremaybedistributed tothepublic in any jurisdiction where aregistration or approvalis required.Nosteps havebeen or will betakeninanyjurisdiction(otherthanFrance)wheresuchstepswouldberequired.Theissuance,the subscription for or the purchase of Planisware's shares may be subject to specific legal or regulatory restrictions in certain jurisdictions. Planisware assumes no responsibility for any violation of any such restrictions by any person.

UnitedStates.ThispressreleaseisnotanofferforsaleofsecuritiesintheUnitedStatesoranyother jurisdiction. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Planisware does not intend to register any securities in the United States or to conduct a public offering of securities in the United States.

European Union. This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129oftheEuropeanParliamentandtheCouncilof14June2017,asamended(the“Prospectus Regulation”).InFrance,anofferofsecuritiestothepublicmayonlybemadepursuanttoaprospectus approved by the AMF. With respect to the member States of the European Economic Area (each, a “Member State”),noactionhas beenundertakenor willbeundertakentomakean offer to the public of the shares requiring a publication of a prospectus in any Member State. Consequently,thesecuritiescannotbeofferedandwillnotbeoffered inanyMemberState,exceptinaccordancewiththeexemptionssetoutinArticle1(4)ofthe ProspectusRegulation, or in the other case which does not require the publication by Planisware of a prospectus pursuant to the Prospectus Regulation and/or applicable regulation in the Member States.

United Kingdom. This press release does not constitute an offer of the securities to the public in the United Kingdom.The distribution ofthispressrelease isnot made, andhas not been approved,by an authorized person (“authorized person”) within the meaning of Article 21(1) of the Financial Services and Markets Act 2000. As a consequence, this press release is directed only at persons who (i) are locatedoutsidetheUnitedKingdom,(ii)haveprofessionalexperienceinmattersrelatingtoinvestments andfallwithinArticle19(5)(“investmentprofessionals”)oftheFinancialServicesandMarketsAct2000 (FinancialPromotions)Order2005(asamended,the“Order”)and(iii)arepersonsfallingwithinArticle 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order (all such persons together being referred to as “Relevant Persons”). The securities of Planisware are directed only at Relevant Persons and no invitation, offer or agreements to subscribe, purchase or otherwise acquire thesecurities of Planisware may beproposed or made other thanwithRelevantPersons.Any person other than a Relevant Person may not act or rely on this document or any provision thereof. ThispressreleaseisnotaprospectuswhichhasbeenapprovedbytheFinancialConduct Authorityor anyotherUnitedKingdomregulatoryauthorityforthepurposesofSection85oftheFinancial Services and Markets Act 2000.

Thedistributionofthispressreleaseincertaincountriesmayconstituteabreachofapplicablelaw.The information contained in this document does not constitute an offer of securities for sale in the United States, Canada, Japan or Australia.

This press release may not be published, forwarded or distributed, directly or indirectly, in the United States, Canada, Japan or Australia.

1 Holding company of Planisware's founders, who will retain a majority stake in Planisware, post-IPO.

Attachment

• Planisware - Full exercise of the over-allotment option - PR