11^th employee share offering in the Nexans Group

Paris, on April 22, 2025 – Nexans will implement its 11^th employee share offering in the second half of 2025. This offering will consist of one or more capital increases, together covering a maximum of 750,000 shares. Settlement and delivery of the shares is scheduled for July 30, 2025.

This employee share offering is part of a strong commitment to involve employees in the performance and development of the Group, both in France and abroad, and will be therefore implemented in 28 countries.

This transaction called « ACT 2025 » will consist of a unique offering including a leverage effect and an investment guarantee, which may be adjusted on a country-by-country basis, in the form of a comparable offering, enabling the objectives of the main offering to be met while taking into account the tax and legal requirements applicable in the various countries.

The main terms and conditions of this offering are described hereinafter.

Framework of the transaction – Offered shares

The shareholders of Nexans, at the combined General Shareholders’ Meeting of May 16, 2024, delegated to the Board of Directors of Nexans the power to decide to implement an employee share offering, through the issuance of new shares reserved for employees. The transaction will involve a maximum nominal amount of 600,000 euros, reserved for employees of Nexans S.A. and its French and foreign affiliates, under the conditions of Articles L. 225-180 of the French Commercial Code and L. 3344-1 of the French Labor Code, who are members of a company savings plan, and up to a maximum nominal amount of 150,000 euros, through the issuance of new shares, reserved for a financial institution acting at the request of the Nexans Group, for the implementation of an alternative employee share offering in certain countries within the scope.

The Board of Directors decided, during its meetings on July 23 and October 29, 2024, on the principle of implementing an employee share offering for the benefit of beneficiaries who are members of the French Group savings plan or the international Group savings plan of the Nexans Group.

The CEO of Nexans, acting on delegation of the Board of Directors, will determine the final terms and conditions of the transaction by a decision expected to occur on June 20, 2025; on that date, he is expected to set the subscription price of the shares in relation to the transaction, which will be the “Reference Price” (equal to the arithmetic average of the volume-weighted average prices of the Nexans share over the 20 trading days preceding that date), less a discount of 20%.

Main terms of the employee share offering

• Beneficiaries of the share offering reserved for employees: the beneficiaries of the offering are (i) the employees, and the corporate officers under the conditions provided for by Article L.3332-2 of the French Labor Code, of the companies in the offering scope, members of the French Group Savings Plan or the international Group Savings Plan, and that are able to justify a three-month seniority with the Nexans Group at the closing date of the revocation period and (ii) the early retirees and retirees of the French companies of the Group who have maintained assets within the French Group Savings Plan since they left the Nexans Group.
• Companies in the offering scope: companies of the Nexans Group, having their registered office in France or abroad (i) in which Nexans S.A. holds directly or indirectly more than 50% of their share capital, (ii) which will have become members of the French Nexans Group Savings Plan or the international Group Savings Plan and (iii) which are located in one of the 28 following countries: Australia, Belgium, Brazil, Canada, Chile, Mainland China, Colombia, Czech Republic, Finland, France, Germany, Ghana, Greece, Italy, Ivory Coast, Japan, Lebanon, Morocco, New Zealand, Norway, Peru, South Korea, Spain, Sweden, Switzerland, Turkey, United Kingdom and United-States.
• Terms and conditions of subscription: the shares will either be subscribed as registered shares, or through a fonds commun de placement d’entreprise (“FCPE”), in accordance with the applicable regulation and/or applicable tax legislation in the various countries where the offering is implemented.
• Subscription formulas: the beneficiaries will be able to subscribe to Nexans shares through a FCPE (except local particular restrictions) within the framework of the unique leveraged and secured subscription formula aimed at guaranteeing the beneficiaries’ initial investment, in euros. In some countries, the beneficiaries will be able to subscribe to Nexans shares and will receive a Stock Appreciation Right, offering an economic profile comparable to that offered through a FCPE. Beneficiaries participating in the offering will benefit from a matching contribution from Nexans, under the conditions described in the documentation specifically related to the offering.
• Lock-up period applicable to the Nexans shares (or to the corresponding FCPE units): the beneficiaries of the offering shall hold the Nexans shares (or, as the case may be, the corresponding FCPE units) for a five-year holding period, except in the event of an early release.
• Exercise of the voting rights attached to the Nexans shares: when the Nexans shares will be subscribed and held through a FCPE, the voting rights attached to these shares will be exercised by the Supervisory Board of the concerned FCPE; in other cases, the voting rights will be exercised individually by the beneficiaries or shareholders involved.

Schedule of the transaction

• Reservation period: from May 5, 2025 (inclusive) to May 22, 2025 (inclusive);
• Determination and communication of the subscription price: on June 20, 2025;
• Revocation period: from June 25, 2025 (inclusive) to June 27, 2025 (inclusive);
• Settlement and delivery of the shares: on July 30, 2025.

Hedging transaction

The implementation of the leveraged formula involves hedging transactions from the financial institution structuring the offering, in particular through purchases and/or sales of Nexans shares, loans or borrowings of Nexans shares, purchases of call options on Nexans shares and/or any other transactions, at any time and in particular as from the opening date of the period for setting the Reference Price and throughout the duration of the transaction.

Listing

The listing of the newly-issued Nexans shares to be traded on the regulated market of Euronext Paris (ISIN Code: FR0000044448), on the same listing line as the existing shares, will be requested as soon as
possible following the completion of the settlement-delivery of the shares scheduled for July 30, 2025.

Specific mention regarding the international offering

This press release does not constitute an offering to sell or a solicitation to subscribe for Nexans shares. The offering of Nexans shares reserved for employees will only be implemented in the countries where such an offering has been registered with and/or notified to the competent local authorities and/or following the approval of a prospectus by the competent local authorities, or in consideration of an exemption of the requirement to prepare a prospectus or to register or notify the offering.

More generally, the offering will only be implemented in countries where all required filing procedures and/or notifications have been completed and the required authorizations have been obtained.

Contact for the beneficiaries of the offering

The beneficiaries may address all questions regarding this offering to their Human Resources department and/or any other person as specified in the documentation specifically related to the offering.

About Nexans

For over a century, Nexans has played a crucial role in the electrification of the planet and is committed to electrifying the future. With approximately 28,500 people in 41 countries, the Group is paving the way to a new world of safe, sustainable and decarbonized electricity that is accessible to everyone. In 2024, Nexans generated €7.1 billion in standard sales. The Group is a leader in the design and manufacturing of cable systems and services across four main business areas: PWR-Transmission, PWR-Grid, PWRConnect and Industry & Solutions. Nexans was the first company in its industry to create a Foundation supporting sustainable initiatives, bringing access to energy to disadvantaged communities worldwide. The Group is recognized as a global leader on climate action and has committed to Net-Zero emissions by 2050 aligned with the Science Based Targets initiative (SBTi).
Nexans. Electrify the future.

Nexans is listed on Euronext Paris, compartment A.
For more information, please visit www.nexans.com

Contacts:

Attachment

• Nexans - Act 2025 - Press release