Paris, December 11, 2025, 8:30 a.m. – VAZIVA (ISIN code FR0014007T10 – ALVAZ), a pioneering social fintech company specializing in the dematerialization of employee benefits, announces the implementation of a free stock warrant (BSA) allocation operation for all its shareholders, with one (1) BSA per share held with an exercise price set at €46.00, representing a premium of 15.58% over the closing price on December 10, 2025.
Pursuant to the delegation of authority granted to it by the Combined Shareholders' Meeting held on June 28, 2024 (6th resolution), the Company's Board of Directors, at its meeting on December 2, 2025, decided on the principle of issuing and allocating free share subscription warrants to the Company's shareholders and sub-delegated all powers to this effect to the Company's Chairman and Chief Executive Officer. On December 10, 2025, the Chief Executive Officer decided to issue and allocate 2,681,650 share subscription warrants free of charge to all shareholders, in accordance with the terms and conditions detailed below.
The transaction concerns all shareholders of the Company, i.e., the holders of the 2,681,650 shares comprising the share capital.
Description of the operation
On December 18, 2025, each VAZIVA shareholder will receive one (1) free stock option certificate (BSA) for each share held. Based on the Company's capital on that date, a maximum of 2,681,650 BSAs will be issued.
Twenty (20) stock warrants will enable the subscription of one (1) new VAZIVA share at an exercise price per share of €46.00, representing the potential creation (if all stock warrants are exercised) of 134,082 new shares, corresponding to a maximum theoretical capital increase of €134,082.
This exercise price of €46.00 represents a premium of 15.64% over the average of the last ten stock market prices prior to December 10, 2025, inclusive, and 15.58% over the closing price on December 10, 2025.
The 2,681,650 BSA warrants will be subject to an application for listing on the Euronext Growth Paris market. They will therefore be listed on a specific line and entitled "BSA" (ISIN: FR0014014OK5).
The term of the BSA is set at twenty-four (24) months from the date of allocation, i.e. until December 17, 2027 inclusive.
Proceeds of the transaction
If all warrants are exercised, the gross proceeds from the transaction could reach €6.17 million.
Objectives of the operation
This issue of stock warrants allocated free of charge to all shareholders in proportion to their number of shares is intended to
- thank current shareholders for their loyalty by awarding them a warrant that will be valued on the market and will not result in dilution for those subscribing to these warrants;
- attract new investors interested in the optional aspect of the stock subscription warrant
- enable fundraising in the future when stock options are exercised.
Indicative schedule for the operation
| December 2, 2025 | Decision of the Board of Directors regarding the issuance of free stock warrants to shareholders (use of thesixth resolution of the Combined Shareholders' Meeting of June 28, 2024), subdelegating to the Company's Chief Executive Officer all powers for the issuance. |
| December 10, 2025 | Decision of the Chief Executive Officer regarding the issuance and free allocation of stock warrants to shareholders and determining the terms and conditions of the issuance. |
| December 11, 2025 | Publication of press release regarding the free allocation of stock warrants |
| December 12, 2025 | Publication of the notice of allocation of stock warrants in the BALO
Distribution by Euronext of the notice of issue and free allocation of stock warrants |
| December 16, 2025 | Admission of the BSA to trading on EURONEXT and initial listing of the BSA |
| December 18, 2025 | Allocation of stock warrants and commencement of the stock warrant exercise period |
| December 17, 2027 | End of the exercise period for stock warrants |
Impact of the issue on the shareholder's position (for shareholders who do not subscribe):
For information purposes, the impact of the capital increase, in the event that all warrants are exercised, on the shareholding of a shareholder holding 1% of the Company's share capital prior to the capital increase (calculations based on the number of shares comprising the Company's share capital as of December 10, 2025) would be as follows:
| Shareholder participation (in %) | |
| Before issuing new shares resulting from the exercise of stock warrants | 1,00 % |
| After the issuance of 134,082 new shares resulting from the exercise of all warrants | 0,95 % |
The transaction is advised by EuroLand Corporate.
Warning
Pursuant to the provisions of Article L.411-2 of the French Monetary and Financial Code and Article 211-2 of the General Regulations of the French Financial Markets Authority (AMF), this issue will not be subject to an AMF-approved Prospectus, as it represents a maximum product value of less than €8,000,000.
A notice to shareholders regarding this transaction was published on December 12, 2025, in the Bulletin des Annonces Légales et Obligatoires (BALO).
Risk factors
Investors' attention is drawn to the risk factors listed in section 3 of the information document published on the occasion of the transfer to Euronext Growth on March 15, 2024, available on the VAZIVA website (https://vaziva.group/).
The attention of holders of BSA warrants or investors deciding to acquire them on the market during the listing period of said BSA warrants is drawn to the specific risk factors associated with such securities, in particular:
- Absence of a market for stock warrants
There is no guarantee that, once the BSA shares are listed, a market will develop or that their holders will be able to sell them on the secondary market.
There is no obligation to establish a market for stock warrants.
If a market develops for BSAs, they could be subject to greater volatility than VAZIVA shares.
No assurance can be given that the market price of the Company's shares will exceed the exercise price of the stock warrants and the subscription price of the new shares issued upon exercise of the stock warrants. Accordingly, no assurance can be given that, after exercising the stock warrants, investors will be able to sell their shares at a price equal to or higher than the subscription price of the shares issued upon exercise of the stock warrants.
- Risk of loss of investment in BSA
Holders of BSA who purchased their BSA on the market after the free allocation and who do not sell or exercise them before midnight on December 17, 2027, will lose their entire investment.
- Risk of dilution
To the extent that shareholders do not exercise their BSA warrants, their percentage ownership interest in VAZIVA's capital and voting rights will be reduced if other holders exercise their BSA warrants (see table above). Even if shareholders choose to sell their BSA warrants, the potential compensation they would receive may be insufficient to offset this dilution.
About Vaziva
Vaziva is the new-generation issuer of employee benefits (vacations, gifts, lunches) on the1st Mastercard® multi-dotations smart payment card managed for Social and Economic Committees (CSE), Human Resources (HR), companies and local authorities. This card can be used on the international Mastercard® network. The Vaziva Mastercard® incorporates artificial intelligence [AI] that organizes the management of social allocations according to employees' expenses.
For more information, visit https://www.vazivacard.com.
Contact
VAZIVA
Christophe KOURDOULY
@ christophe.kourdouly@vaziva.com
CAP VALUE
Dina MORIN
Label: VAZIVA
ISIN code: FR0014007T10
Mnemonic: ALVAZ
Number of shares comprising the share capital: 2,681,650
APPENDIX: DETAILED TERMS AND CONDITIONS FOR THE FREE ALLOCATION OF BSA
Nature of the transaction
The transaction proposed by VAZIVA involves the free allocation of 2,681,650 share subscription warrants to all shareholders, prior to the cancellation of any warrants that would be allocated to treasury shares.
Legal framework of the offer
Exercising the authority granted by thesixth resolution adopted by the Combined Shareholders' Meeting of June 28, 2024, the Board of Directors of VAZIVA decided, at its meeting on December 2, 2025, on the principle of issuing and allocating free stock warrants to shareholders and sub-delegated all powers to this effect to the Company's Chief Executive Officer.
Pursuant to this sub-delegation granted by the Board of Directors, on December 10, 2025, the Chief Executive Officer decided to issue and allocate 2,681,650 stock warrants free of charge to all shareholders, in accordance with the terms and conditions detailed below.
The beneficiaries of the stock warrants will be the shareholders registered in the account based on the EUROCLEAR balances recorded on December 17, 2025.
CHARACTERISTICS OF SHARE SUBSCRIPTION WARRANTS
Form of BSA – BSA will be registered or bearer shares, at the shareholder's discretion.
Subscription price of stock warrants – Stock warrants will be allocated free of charge to all shareholders at a rate of one (1) stock warrant per share held.
Parity of exercise and exercise price of the BSA warrants – Twenty (20) BSA warrants will entitle the holder to subscribe to one (1) new share in the Company with a par value of €1.00 per share at a subscription price of €46.00 per share.
Exercise price of the warrants – €46.00 per share, representing a premium of 15.64% over the average of the last ten (10) stock market prices up to and including December 10, 2025. The subscription price for the Company's shares issued upon exercise of the BSA warrants must be paid in full in cash at the time of exercise. To exercise their BSA warrants, holders must submit a request to the intermediary with whom their securities are registered.
Exercise period for stock warrants – Stock warrants may be exercised at any time from the date of allocation until midnight on December 17, 2027. Stock warrants not exercised by this date will lose all value and become null and void (the "Exercise Period").
Payment for new shares subscribed upon exercise of warrants and date of entitlement – New shares resulting from the exercise of warrants must be paid in full upon subscription. Payment for new shares may be made either in cash or by offsetting liquid and due claims on the Company under the conditions provided for by law.
The new shares resulting from the exercise of the stock warrants will carry current dividend rights and will be listed on the same ticker symbol as the existing shares.
Expiration of BSA warrants – BSA warrants that have not been exercised between December 18, 2025, and December 17, 2027, at midnight inclusive will expire and lose all value.
BSA listing – The BSAs will be subject to an application for admission to trading on the Euronext Growth Paris market. Their initial listing is tentatively scheduled for December 16, 2025, under ISIN code FR0014014OK5.
Terms and conditions of exercise – To exercise their stock warrants, holders must submit a request to the intermediary with whom their securities are registered.
In the event that a BSA holder does not have a sufficient number of BSAs to subscribe for a whole number of shares in the Company, he or she must purchase on the market the number of BSAs necessary to subscribe for such a whole number of shares in the Company. Fractions of BSA warrants may be sold on the market during their listing period but will not entitle their holders to compensation from the Company.
Financière d’Uzès will centralize operations. The processing of BSA exercises will take place within a maximum of 10 business days.
Suspension of the exercise of stock warrants – In the event of the issuance of new equity securities or new securities giving access to the Company's capital, as well as in the event of a merger or spin-off, the Board of Directors reserves the right to suspend the exercise of BSA warrants for a period not exceeding three (3) months, which option shall in no event result in the loss of BSA warrant holders' rights to subscribe for new shares in the Company. In this case, a notice will be published in the Bulletin des Annonces Légales Obligatoires (BALO) at least fifteen days before the effective date of the suspension to inform BSA holders of the date on which the exercise of BSA warrants will be suspended and the date on which it will resume. This information will also be published in a notice by Euronext Paris.
Maintenance of the rights of BSA holders – From the date of issue of the BSAs and for as long as there are valid BSAs in existence, the rights of BSA holders will be preserved under the conditions provided for by the law and regulations in force, in particular Articles L. 228-98 et seq. of the French Commercial Code, and in particular:
- in the event of a capital reduction motivated by losses through a reduction in the number of shares, the rights of BSA holders with regard to the number of shares to be received upon exercise of the BSAs will be reduced accordingly, as if said holders had been shareholders since the date of issue of the BSAs,
- in the event of a capital reduction motivated by losses through a decrease in the par value of the shares, the subscription price of the shares to which the BSA warrants give entitlement shall be equal to the par value of the share immediately prior to the said capital reduction, with the issue premium being increased by the amount of the decrease in par value,
In addition:
- in the event of a capital reduction not motivated by losses through a reduction in the par value of the shares, the subscription price of the shares to which the BSA warrants give entitlement shall be reduced accordingly,
- In the event of a capital reduction not motivated by losses through a reduction in the number of shares, holders of stock warrants, if they exercise their stock warrants, may request the repurchase of their shares under the same conditions as if they had been shareholders at the time of the repurchase by the Company of its own shares.
In the event that, until the BSA warrants have been exercised, the Company carries out one of the transactions mentioned below:
- issuance of equity securities with preferential subscription rights for shareholders;
- capital amortization;
- modification of the distribution of its profits, in particular through the creation of preferred shares;
- distributions of reserves, in cash or in kind, and issue premiums,
the rights of BSA holders would be preserved under the conditions set forth in Article L. 228-99 of the French Commercial Code.
It must also inform the holders of the BSA of the completion of the said transactions, as well as the protective measures it has decided to put in place for their benefit.
To this end, it shall:
1) either enable BSA holders to exercise them, if the conditions for exercise defined by the Company's Board of Directors are not met, so that they can immediately participate in or benefit from the transactions mentioned in the first paragraph, in accordance with the provisions of Article R. 228-87 of the French Commercial Code,
2) either take steps that will enable them, if they subsequently exercise their stock acquisition rights, to subscribe to the new securities issued on an irreducible basis, or obtain them free of charge, or receive cash or assets similar to those distributed, in the same quantities or proportions and under the same conditions, except with regard to enjoyment, as if they had been shareholders at the time of these transactions, in accordance with the provisions of Articles R. 228-88 and R. 228-89 of the French Commercial Code.
3) either adjust the terms and conditions for subscribing to shares resulting from the exercise of the initially planned stock warrants, in order to take into account the impact of the above-mentioned transactions, provided that such an adjustment is possible under the terms and conditions for exercising the stock warrants decided by the Company's Board of Directors; the adjustment would be made by applying the method provided for in Article R. 228-91 of the French Commercial Code, it being specified that the value of the preferential subscription right and the value of the share before the subscription right is detached would, if necessary, be determined by the Board of Directors based on the subscription price, exchange or sale price per share used in the last transaction involving the Company's share capital (capital increase, contribution of securities, sale of shares, etc.) during the six (6) months preceding the Board of Directors' meeting, or, in the absence of such a transaction during that period, based on any other financial parameter that the Board of Directors deems relevant. The Company may take the measures provided for in 1° and 2° simultaneously. In all cases, it may replace them with the adjustment authorized in 3° if such an adjustment is possible. In the event of a merger by absorption of the Company, each BSA holder will be notified and will receive the same information as if they were a shareholder so that they may, if they wish, exercise their right to subscribe for shares. The Company may change its form, corporate purpose, and rules for distributing profits, as well as amortize its capital and issue preferred shares, as provided for in Article L. 228-98 of the French Commercial Code.
Holders of stock warrants – In accordance with Article L. 228-103 of the French Commercial Code, holders of stock warrants shall be grouped together in a class enjoying legal personality and subject to provisions identical to those provided for in Articles L. 228-47 to L. 228-64, L. 228-66 and L. 228-90 of the same Code.
Pursuant to Article L. 228-47 of the French Commercial Code, the following person is appointed as the sole representative of the holders of BSA warrants (the "Representative of the Holders of BSA Warrants "): Mr. Thomas Hornus, 37, rue Truffaut, 75017 Paris.
The Representative of the BSA Holders shall have, without restriction or reservation, the power to perform on behalf of the BSA holders all acts of management for the defense of the common interests of the BSA holders.
He shall perform his duties until his resignation, his dismissal by the general meeting of BSA holders, or the occurrence of an incompatibility. His term of office shall automatically expire at the end of a two-month period following the expiry of the Exercise Period. This term shall, where applicable, be automatically extended until the final resolution of any ongoing legal proceedings in which the representative may be involved and the execution of any decisions or settlements reached.
The remuneration of the representative of the mass, paid by the Company, is €650 per year. It shall be payable onJanuary 1of each financial year, as long as there are stock warrants outstanding on that date.
Settlement of fractional shares – Any holder of BSA warrants exercising their rights under the BSA warrants may subscribe for a number of new shares in the Company calculated by applying the current exercise ratios to the number of BSA warrants. Where, as a result of one of the transactions referred to in the paragraph entitled “Maintenance of the rights of BSA holders”, the holder of BSAs exercising them is entitled to a number of new shares constituting a “fractional share”, he or she may request that he or she be allocated:
- or the nearest whole number of new shares below that number; in this case, the Company will pay him a cash adjustment equal to the product of the fraction of a share forming the "fractional share" and the value of the share. The value of the share will be assessed on the basis of the first quoted price of the Company's share on the Euronext Growth Paris market or on any other market on which the Company's securities are listed during the trading session preceding the date of filing of the request to exercise the rights attached to the BSA;
- or the next higher whole number of new shares, provided that a sum equal to the value of the additional fraction of a share thus requested, calculated on the basis set out in the preceding paragraph, is paid to the Company.
Information for BSA holders in the event of an adjustment – In the event of an adjustment, the new exercise conditions will be communicated to the holders of BSAs issued under this offering by means of a notice published in the Bulletin des Annonces Légales Obligatoires (BALO). The Board of Directors will report on the calculation elements and results of the adjustment in the first annual report following this adjustment.
Purchases by the Company and cancellation of BSA warrants – The Company reserves the right to purchase BSA warrants on or off the stock exchange at any time, without limitation as to price or quantity, or to make public offers to purchase or exchange BSA warrants. Warrants purchased on or off the stock exchange or through public offers will cease to be considered outstanding and will be canceled in accordance with Article L.225-149-2 of the French Commercial Code.
Other markets and trading venues – None.
CHARACTERISTICS OF NEW SHARES RESULTING FROM THE EXERCISE OF WARRANTS
Date of issue of new shares – The new shares will be issued as and when the warrants are exercised between December 18, 2025, and December 17, 2027, inclusive.
Number of new shares issued – As an indication, assuming all warrants are exercised, a maximum of 134,082 new shares in the Company would be created, representing a capital increase of €134,082, including issue premium. The number of new shares will be announced in a Euronext notice and a press release issued at the end of the warrant exercise period, i.e., December 17, 2027.
Listing and nature of new shares resulting from the exercise of stock warrants –New shares resulting from the exercise of stock warrants will be subject to periodic applications for admission to trading on the Euronext Growth market and will be tradable on the same line as existing shares.
Publication of results – At the end of the period for exercising the stock warrants, i.e., at midnight on December 17, 2027, the Company will issue a press release indicating the number of new shares and the total amount of funds raised through the subscription of new shares resulting from the exercise of the stock warrants.
Dilution – A shareholder who holds 1% of the Company's share capital prior to the allocation of the stock warrants and who decides not to exercise the stock warrants received as part of this transaction would see their shareholding reduced to 0.95% if all of the stock warrants were exercised.
Date of entitlement – New shares resulting from the exercise of stock warrants will carry current dividend rights and will be listed on the same trading line as existing shares.
Form – New shares may be registered or bearer shares, at the discretion of the holders.
Negotiability of new shares – There are no provisions in the bylaws limiting the free trading of shares comprising the Company's share capital. New shares will therefore be freely negotiable.
Applicable law and competent courts in the event of a dispute – The BSA warrants and new shares are issued under French law. The competent courts in the event of a dispute are those of the Company's registered office when it is the defendant and are designated according to the nature of the dispute, unless otherwise provided for in the Code of Civil Procedure.