<img src="https://ml-eu.globenewswire.com/Resource/Download/bd0b2213-63ba-4b98-b590-273ebbbe7283?size=2" nborder="0" align="left" hspace="5" vspace="5" title="Voltalia" alt="Voltalia"/> Voltalia announces an upcoming investment by the International Finance Corporation of up to €120 million in preferred shares of Voltalia’s subsidiary, Voltalia Management International B.V.1, convertible in ordinary shares of Voltalia, subject to shareholders’ approval Voltalia (Euronext Paris, ISIN: FR0011995588) announces that it has reached substantial agreement with the International Finance Corporation (IFC), a member of the World Bank Group, regarding a long-term preferred shares investment of up to €120 million in Voltalia Management International (“VMI”).  The contemplated investment would involve a long-term capital instrument designed to support the construction of new renewable energy assets by the Group. Given its nature and structural characteristics, the instrument is intended to provide long-term funding resources aligned with the Group's growth strategy. <ul><li style="margin-top:2pt; margin-bottom:0cm; text-align:justify;">The preferred shares would be convertible, in a limited number of circumstances, into new ordinary shares of Voltalia. </li><li style="margin-top:2pt; margin-bottom:0cm; text-align:justify;">The implementation of this transaction remains subject to shareholder approval of the corresponding resolutions at a General Meeting to be held on September 17, 2026 and to final approval by the IFC ahead of signing.</li></ul> Robert Klein, Chief Executive Officer of Voltalia, stated: “This innovative, landmark transaction for both IFC and Voltalia, would provide additional long-term capital to support the next phase of Voltalia’s development. As we approach the completion of our transformation plan, we are entering a new stage focused on disciplined growth in our core businesses and selected geographies. Subject to shareholder approval, IFC’s investment would strengthen our capacity to deliver this roadmap while preserving a balanced financial structure. It also marks an important milestone in our partnership with one of the world's leading development finance institutions, bringing valuable expertise across many of our international markets.” Subject to Voltalia’s shareholders’ and IFC’s approvals, the transaction would be implemented through an equity investment in VMI2. It would be deployed in two tranches, consisting of an initial tranche of €75 million, followed by a second tranche of up to €45 million, each of which could be drawn in one or more instalments. The actual amount drawn and the drawdown conditions would be governed by the contractual documentation and remain contingent on the Group’s needs and the performance of its activities. This transaction would strengthen Voltalia's partnership with a leading international financial institution and support the launch of new renewable energy assets to be constructed and operated, particularly in photovoltaic solar and battery energy storage systems (BESS), over the 2026–2028 period. It forms part of a strategy to diversify the Group’s funding sources and would strengthen its funding capacity while preserving a balanced financial structure, in line with its development model. The main features of the contemplated investment would be as follows: <ul><li style="margin-top:2pt; margin-bottom:6pt; text-align:justify;">investment proceeds to be applied exclusively to projects meeting eligibility criteria agreed with IFC3;</li><li style="margin-top:2pt; margin-bottom:6pt; text-align:justify;">contractual remuneration for IFC that may be paid as periodic dividend flows or capitalised, in accordance with contractually defined terms;</li><li style="margin-top:2pt; margin-bottom:6pt; text-align:justify;">a base remuneration level of 6.5%4, determined based on the characteristics of the instrument and the conditions under which the transaction is implemented. This base remuneration would be subject to upward adjustment from the fifth and seventh anniversaries of signing, and to an adjustment linked to the achievement of sustainability performance targets;</li><li style="margin-top:2pt; margin-bottom:6pt; text-align:justify;">redemption rights in defined circumstances but no predefined mandatory repayment maturity;</li><li style="margin-top:2pt; margin-bottom:6pt; text-align:justify;">the preferred shares would carry a conversion right entitling their holder to the issuance of new ordinary shares of Voltalia, exercisable only upon the occurrence of events of default5, or in any event, from the seventh anniversary of the subscription agreement to be entered into with IFC.</li><li style="margin-top:2pt; margin-bottom:6pt; text-align:justify;">The number of new ordinary shares of Voltalia’s that may be issued upon conversion of the preferred shares of VMI would result from the application of a fixed conversion ratio, not subject to adjustment other than adjustments intended to preserve the economic effect of the conversion in the event of transactions affecting Voltalia’s share capital or capital structure. Such conversion ratio and resulting maximum number of new ordinary shares of Voltalia issuable upon conversion will be set shortly before signing, and disclosed upon publication of the convening notice. Such shares would rank pari passu with existing ordinary shares of Voltalia and would be admitted to trading on the regulated market of Euronext Paris on the same listing line.</li></ul> The General Meeting called to vote on this project is scheduled for September 17, 2026. Its agenda includes, in particular, the resolutions relating respectively to the conversion mechanism, together with the corresponding amendments to the articles of association of Voltalia, and to the creation of a related reserve. The notice of shareholders’ meeting (Avis de Réunion) published today sets out the agenda of the meeting, the full text of the resolutions, including the terms and conditions of the conversion to be appended to the bylaws of Voltalia, and the arrangements for shareholder participation and voting. The reports of the Board of Directors, of the statutory auditors and of the independent auditor (commissaire aux avantages particuliers) appointed to assess the conversion rights attaching to the preferred shares, prepared in connection with the transaction, will be made available to the shareholders of Voltalia in accordance with applicable laws and regulations. As the contractual documentation relating to the transaction is still being finalized, the text of the resolutions and the terms and conditions of the conversion, as published today, may be amended prior to the publication of the convening notice (Avis de Convocation). Next on the agenda: 2026 half year results, September 3, 2026 (before market opens) <table style="border-collapse: collapse; border-collapse:collapse ;"><tr><td colspan="2" style="width:17cm;;text-align: justify ; vertical-align: middle; border-bottom: solid black 1pt ; vertical-align: top ; ">About Voltalia (<a href="https://www.globenewswire.com/Tracker?data=bpVDtrrfZQGmfy7tZavdTI28fOBi1iQB8fUQCdtUKy--zWHHodgut7TLiAGuigep475dUuGJb9AWgk6mVOabW3X-3Q0Yam2m895BLS7-q2A=" rel="nofollow" target="_blank" title="">www.voltalia.com</a>)</td></tr><tr><td colspan="2" style="width:17cm;;text-align: justify ; vertical-align: middle; border-bottom: solid black 1pt ; vertical-align: top ; text-align: justify ; vertical-align: middle; ">Voltalia is an international player in renewable energies. The Group produces and sells electricity from its wind, solar, hydro, biomass and storage facilities. It has 3.6 GW of capacity in operation and under construction, and a portfolio of projects under development with a total capacity of 12 GW.   Voltalia is also a service provider, supporting its renewable energy customers at every stage of their projects, from design to operation and maintenance. A pioneer in the business market, Voltalia offers a comprehensive range of services to businesses, from the supply of green electricity to energy efficiency services and the local production of its own electricity.   With more than 1900 employees in 15 countries on 3 continents, Voltalia has the capacity to act globally on behalf of its customers.   Voltalia is listed on the Euronext regulated market in Paris (FR0011995588 - VLTSA) and is included in the Enternext Tech 40 and CAC Mid&amp;Small indices. The company is also included, amongst others, in the MSCI ESG ratings and the Sustainalytics ratings.</td></tr><tr><td style="width:324.74px;;text-align: justify ; vertical-align: middle; vertical-align: top ; text-align: justify ; vertical-align: middle; ">Investor Relations Email : <a href="mailto:invest@voltalia.com" rel="nofollow" target="_blank" title="invest@voltalia.com">invest@voltalia.com</a> T. +33 (0)1 81 70 37 00</td><td style="width:317.87px;;text-align: right ; vertical-align: middle; vertical-align: top ; text-align: right ; vertical-align: middle; ">Seitosei Actifin Press Contact: Jennifer Jullia Email: jennifer.jullia@seitosei-actifin.com T. +33 (0)1 56 88 11 19</td></tr></table> <hr /> 1 A fully owned subsidiary. 2 Investment made in VMI, which is Voltalia’s fully owned subsidiary holding most of its assets. 3 new solar photovoltaic and BESS projects conducted by VMI through its subsidiaries in World Bank member countries in Africa, the Middle East, Central Asia, and Central and Eastern Europe which meet IFC’s environmental and social performance standards. 4 to be confirmed ahead of signing. 5 Notably the insolvency of VMI, illegality of performance under the contractual documentation to be entered into with IFC, its nationalisation, a failure by Voltalia to hold directly at least 75% of its share capital and voting rights on a fully diluted basis, or a breach of the undertakings requiring IFC’s prior consent, in particular as regards to VMI’s senior or pari passu indebtedness, asset disposals, security interests and distributions, and certain misrepresentations, each subject, where applicable, to a cure period; as well as certain other breaches of the contractual documentation to be entered with IFC having continued for at least eighteen months. 
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Voltalia announces an upcoming investment by the International Finance Corporation of up to €120 million in preferred shares of Voltalia’s subsidiary, convertible in ordinary shares of Voltalia, subject to shareholders’ approval

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