Soitec Successfully Issues €500 Million ORNANEs Due in 2033

Soitec, a world leader in the design and manufacturing of innovative semiconductor materials, has successfully completed the issuance of bonds settled in cash and/or convertible into new shares and/or exchangeable for existing shares, known as ORNANEs, due in September 2033. The bonds, with a nominal amount of €500 million, were issued in Bernin (Grenoble), France, on September 18, 2026.

These ORNANEs are structured with a denomination of €100,000 each, bearing a fixed rate of 0.5% per annum, payable annually in arrears on September 25 of each year. The first payment is scheduled for September 25, 2027. The conversion/exchange price has been set at €206.46, which represents a conversion/exchange premium of 55% above the reference share price of €133.20, the placing price of a share in the Concurrent Accelerated Bookbuilding.

The bonds will be issued at 100% of their Principal Amount on September 25, 2026, the expected settlement and delivery date. The settlement of the Concurrent Accelerated Bookbuilding is expected to take place on September 22, 2026. Unless previously converted, exchanged, redeemed, or purchased and cancelled in accordance with the terms and conditions of the bonds, the bonds will be redeemed at par on September 25, 2033, or on the following business day if this date is not a business day.

Bondholders will be entitled to require an early redemption of their bonds on the 5th anniversary of the Issue Date, at their Principal Amount plus accrued interest. The bonds will also grant a conversion/exchange right, which bondholders may exercise from and including the Issue Date until and including March 25, 2033, under certain conditions. From March 26, 2033, until and including the 30th business day preceding the Maturity Date, bondholders can exercise their conversion/exchange right at any time.

The initial conversion/exchange ratio has been set at 484.3553, corresponding to the nominal amount of a bond divided by the initial conversion/exchange price. Upon exercise of their Conversion/Exchange Right, bondholders will receive, at the option of the company, an amount payable in cash or an amount payable in cash and in new and/or existing shares of Soitec. The company will retain the option to deliver new and/or existing shares only. The cash amount that the company may decide to pay will be calculated based on the average of volume-weighted average prices of the share over a 20-trading-day period beginning 2 trading days following the company’s decision to deliver a cash amount to bondholders.

Shares delivered upon exercise of the Conversion/Exchange Right (if any) will be fully fungible with existing shares of the company and will carry all rights attached to such shares as from the date of delivery of such shares. The bonds may be redeemed prior to the Maturity Date at the discretion of the company, under certain conditions. In particular, the bonds may be fully redeemed early at par plus accrued interest as from October 16, 2030, until the Maturity Date, if the arithmetic mean of daily products of the VWAP of Soitec’s share price on Euronext Paris and the prevailing conversion/exchange ratio, over a 20-consecutive trading day period chosen by the company among 40 consecutive trading days preceding the publication of the early redemption notice, exceeds 130% of the Principal Amount of the bonds.

Upon a Change of Control of the company or a Delisting of the shares of the company, all bondholders will have an option to request the redemption of the bonds before the Maturity Date at their Principal Amount plus accrued interest. Bondholders will retain the ability to exercise their Conversion/Exchange Right under the conditions set out above.

Application will be made for the bonds to be admitted to trading on Euronext AccessTM within 30 calendar days following the Issue Date.