Launch of a Consent Solicitation to the Holders of the 2028 Notes and 2031 Notes Issued by Verallia

PARIS--(BUSINESS WIRE)--Regulatory News:

In connection with the tender offer¹ (the “Tender Offer”) initiated by BWGI² and filed with the French Autorité des marchés financiers (the “AMF”) on 24 April 2025, Verallia (the “Company”) (Paris:VRLA) announces today the launch of a consent solicitation (the “Consent Solicitation”) to the holders of the following notes:

• €500,000,000 1.625 per cent. Sustainability Linked Notes due 14 May 2028 (ISIN: FR0014003G27 / Common Code: 234202227) (the “2028 Notes”);

and

• €500,000,000 1.875 per cent. Sustainability Linked Notes due 10 November 2031 (ISIN: FR0014006EG0 / Common Code: 240703769) (the “2031 Notes”, and together with the 2028 Notes, the “Notes” and each a “Series”).

The purpose of the Consent Solicitation is to submit to the approval of the general meeting of the noteholders of each Series of Notes a proposal to waive the right of each noteholder to exercise the Put Option in the event of a Change of Control resulting from the Tender Offer in accordance with Condition 5(c) “Redemption at the option of the Noteholders following a Change of Control” of the terms and conditions of each Series of Notes.

The general meeting of the noteholders of each Series of Notes has been convened pursuant to a convening noticed published today by Verallia. Such convening notice is available on the website of Verallia (https://www.verallia.com/en/investors/regulated-information/) and contains the main elements of the Consent Solicitation (the agenda of the resolutions, the consent fee which might be paid to the holders of the Notes, the expected timetable, the voting procedures as well as the relevant quorum and majorities for the adoption of the resolutions).

About Verallia

At Verallia, our purpose is to re-imagine glass for a sustainable future. We want to redefine how glass is produced, reused and recycled, to make it the world’s most sustainable packaging material. We work together with our customers, suppliers and other partners across the value chain to develop new, beneficial and sustainable solutions for all.

With almost 11,000 employees and 35 glass production facilities in 12 countries, we are the European leader and world's third-largest producer of glass packaging for beverages and food products. We offer innovative, customised and environmentally friendly solutions to over 10,000 businesses worldwide. Verallia produced more than 16 billion glass bottles and jars and recorded revenue of €3.5 billion in 2024.

Verallia's CSR strategy has been awarded the Ecovadis Platinum Medal, placing the Group in the top 1% of companies assessed by Ecovadis. Our CO₂ emissions reduction target of -46% on scopes 1 and 2 between 2019 and 2030 has been validated by SBTi (Science Based Targets Initiative). It is in line with the trajectory of limiting global warming to 1.5° C set by the Paris Agreement.

Verallia is listed on compartment A of the regulated market of Euronext Paris (Ticker: VRLA – ISIN: FR0013447729) and trades on the following indices: CAC SBT 1.5°, STOXX600, SBF 120, CAC Mid 60, CAC Mid & Small and CAC All-Tradable.

Disclaimer

Certain information included in this press release is not historical data but forward-looking statements. These forward-looking statements are based on estimates, forecasts and assumptions including, but not limited to, assumptions about Verallia's present and future strategy and the economic environment in which Verallia operates. They involve known and unknown risks, uncertainties and other factors, which may cause Verallia's actual results and performance to differ materially from those expressed or implied in such forward-looking statements. These risks and uncertainties include those detailed and identified in Chapter 4 "Risk Factors" of the Verallia universal registration document filed with the Autorité des marchés financiers ("AMF") on 27 March 2025 and available on the Company’s website (www.verallia.com) and that of the AMF (www.amf-france.org). These forward-looking statements and information are not guarantees of future performance. This press release includes summarized information only and does not purport to be exhaustive.

This press release does not contain, nor does it constitute, an offer of securities or a solicitation to invest in securities in France, the United States, or any other jurisdiction.

Protection of personal data

You may unsubscribe from the distribution list of our press releases at any time by sending your request to the following email address: investors@verallia.com. Press releases will still be available via the website https://www.verallia.com/en/investors/.

Verallia SA, as data controller, processes personal data for the purpose of implementing and managing its internal and external communication. This processing is based on legitimate interests. The data collected (last name, first name, professional contact details, profiles, relationship history) is essential for this processing and is used by the relevant departments of the Verallia Group and, where applicable, its subcontractors. Verallia SA transfers personal data to its service providers located outside the European Union, who are responsible for providing and managing technical solutions related to the aforementioned processing. Verallia SA ensures that the appropriate guarantees are obtained in order to supervise these data transfers outside of the European Union. Under the conditions defined by the applicable regulations for the protection of personal data, you may access and obtain a copy of the data concerning you, object to the processing of this data and request for it to be rectified or erased. You also have a right to restrict the processing of your data. To exercise any of these rights, please contact the Group Financial Communication Department at investors@verallia.com. If, after having contacted us, you believe that your rights have not been respected or that the processing does not comply with data protection regulations, you may submit a complaint to the CNIL (Commission nationale de l'informatique et des libertés — France’s regulatory body).

¹ See BWGI press release dated 24 April 2025 and the draft offer document (note d’information) filed by BWGI with the AMF on 24 April 2025, as well as Verallia press release dated 28 April 2025 and the draft response document (note en réponse) filed by Verallia with the AMF on 28 April 2025 available on the website of Verallia
(https://www.verallia.com/en/investors/regulated-information/).
² BW Gestão de Investimentos Ltda, whose controlling shareholder is Brasil Warrant Administração de Bens e Empresas S.A., acts as the asset management company of Kaon V, a sub-fund of Kaon Investment Fund ICAV and a direct shareholder of Verallia.