$EFG #EAGLEFOOTBALLGROUP : PROPOSED TRANSFER OF LISTING TO EURONEXT GROWTH
Convening of a combined general meeting of the Company on 16 October 2026 to approve, among others, the change of corporate name and the transfer of listing to Euronext Growth
Friday, September 4, 2026 – 08:30 AM
The Board of Directors, meeting on 3 September 2026, decided to convene the shareholders of Eagle Football Group (the “Company”) to a combined general meeting on 16 October 2026 at 11:00 a.m. at the Company's registered office (the “General Meeting”) to deliberate on, among others:
* the change of the Company's corporate name to “Olympique Lyonnais Groupe”, as announced in connection with the acquisition by Olympe Bidco of a majority of the Company's share capital[1]; and
* the proposed transfer of the listing of Eagle Football Group shares from the Euronext Paris market to Euronext Growth.
The notice of meeting and the convening notice, containing the agenda, the draft resolutions, as well as the terms and conditions for participating and voting at this meeting, will be published within the statutory deadlines in the Bulletin des Annonces Légales Obligatoires (“BALO”) and on the Company's website.
* Change of Corporate Name
The Company's Board of Directors has decided to submit to the General Meeting the proposed change of the Company's corporate name, which would become “Olympique Lyonnais Groupe”. In the meantime, the Company will use the commercial name “OL Groupe”.
The Company's share name and ticker symbol will be adjusted as follows[2]:
* New name: OL Groupe
* New ticker symbol: OLG
* Proposed Transfer of the Listing of the Company's Shares from Euronext Paris to Euronext Growth
The Company's Board of Directors has also decided to submit to the General Meeting for approval the transfer of the listing of its ordinary shares, currently listed on the Euronext Paris regulated market (Compartment B), to the Euronext Growth organised multilateral trading facility (the “Transfer Project”).
The Transfer Project will have no impact on the timetable for, or completion of, the mandatory tender offer to be launched by Olympe Bidco for the Company's shares, announced on 23 June 2026, which is expected to be filed following the publication, scheduled for mid-October 2026, of the Company's annual financial statements as at 30 June 2026.
* Rationale
This project aims to enable the Company to be admitted to trading on a market better suited to its size and market capitalisation. The transfer to Euronext Growth Paris should allow the Company to benefit from a regulatory framework better adapted to mid-sized companies, while continuing to benefit from the appeal of the financial markets.
The Company currently meets the eligibility conditions required under the transfer procedure. These conditions will need to be satisfied on the date of the transfer request. In addition, the Company is up to date with its disclosure obligations on Euronext Paris.
* Terms of the Transfer Project
The Transfer Project consists of requesting that the market operator Euronext delist the Company's shares from trading on the Euronext Paris market and simultaneously admit them to trading on the Euronext Growth market.
It is specified that the Company's Board of Directors, at its meeting on 3 September 2026, approved the appointment of Euroland Corporate as listing sponsor, who will be responsible for assisting the Company in connection with the Transfer Project.
Subject to the approval of the Transfer Project by the General Meeting, the admission of the Company's shares to trading on Euronext Growth will be carried out through an accelerated admission procedure for the Company's existing shares, without the issuance of new shares. All powers would be granted to the Company's Board of Directors to implement the Transfer Project for a period of 12 months.
Holders of the Company's shares, whether in bearer or registered form, will not need to take any action in connection with this transfer.
* Main Consequences of the Transfer Project (non-exhaustive list)
The Company wishes to inform its shareholders and the market of the main consequences associated with the Transfer Project[3]:
* Ongoing Disclosure
The Company will remain subject to the applicable provisions on ongoing disclosure, which also apply to companies whose shares are admitted to trading on Euronext Growth Paris.
Accordingly, the Company will continue to effectively disseminate regulated information and to provide the market with accurate, precise and fair information. The Company will continue to use a professional information dissemination service. It will thus disclose to the public any inside information, within the meaning of Regulation (EU) No. 596/2014 of 16 April 2014 on market abuse and its implementing texts (the “MAR Regulation”), and in accordance with their provisions.
In addition, the Company's executives (and persons closely associated with them) will remain subject to the obligation to disclose the transactions they carry out in the Company's shares.
* Periodic Disclosure
The Company will publish, within four (4) months of the end of its financial year, i.e. no later than 31 October of each year, a report including its annual company and consolidated financial statements, a management report (the content of which will be streamlined compared with the requirements currently applicable to it) and the statutory auditors' reports. The Company will also prepare a corporate governance report, the content of which could likewise be streamlined compared with current disclosures. In particular, it will no longer have to include (i) information likely to have an impact in the event of a tender offer, nor (ii) the Company's position with respect to the recommendations of the reference corporate governance code.
The Company will also publish, within four (4) months of the end of the first half of each financial year, i.e. no later than 30 April of each financial year, a half-year report including its consolidated half-year financial statements and the related activity report. The half-year financial statements will be exempt from a limited review by the Company's statutory auditors.
The Company intends to continue publishing its quarterly financial information.
Having the option to determine the accounting standards it applies (French GAAP or IFRS) for the preparation of its consolidated financial statements, the Company will adopt French accounting standards as from the publication of the financial results for the first half of the 2026/2027 financial year. The adoption of French accounting standards will, in particular, simplify the preparation of its consolidated financial statements and reduce the constraints associated with applying IFRS, while maintaining financial disclosure appropriate to its size.
* Statutory Auditors
The rules specific to companies listed on Euronext Paris—in particular those limiting the term of office of statutory auditors, as provided for in Article L. 821-45 of the Commercial Code—as well as the selection procedure set forth in Article 1 of Regulation (EU) No. 537/2014 of the European Parliament will no longer apply.
* Disclosure Obligations and Tender Offers
*
* Disclosure Obligations
For a period of 3 years from the effective date of admission of the Company's shares to trading on Euronext Growth, the obligation to notify the AMF and the Company of the crossing of the 5%, 10%, 15%, 20%, 25%, 30%, 1/3, 50%, 2/3, 90% and 95% thresholds of the Company's share capital or voting rights will be maintained, in accordance with Article 223-15-2 of the AMF General Regulation.
At the end of this period, only the crossing of the 50% and 90% thresholds of the Company's share capital or voting rights will need to be notified to the AMF and the Company, in accordance with Article 223-15-1 of the AMF General Regulation (without prejudice to any stricter bylaw provisions that may apply).
*
* Tender Offers
In accordance with the provisions of Article 231-1 4° of the AMF General Regulation, the tender offer rules applicable to shares admitted to trading on Euronext Paris will remain applicable for a period of 3 years from the effective date of their admission to trading on Euronext Growth.
As a result, any person who comes to hold, directly or indirectly, more than 30% of the Company's share capital or voting rights (or any person holding, directly or indirectly, between 30% and 50% of the Company's share capital or voting rights whose stake increases by more than 1% over twelve consecutive months) will be required to file a draft tender offer. At the end of this three-year period, the tender offer regime applicable to companies listed on Euronext Growth will apply to the Company. Accordingly, the obligation to file a draft tender offer will only be triggered if the 50% threshold of share capital or voting rights is exceeded.
* General Meetings of the Company
The formalities surrounding the Company's shareholders' general meetings will also be simplified if the Company is listed on Euronext Growth.
In particular:
* the Company will not be required to publish a press release specifying the terms and conditions for making available the documents submitted to general meetings;
* the Company will be exempt from publishing on its website the documents preparatory to general meetings 21 days before the date of such meetings;
* the Company will not be required to publish on its website the voting results of general meetings within 15 days of such meetings being held; and
* the Company will no longer be required to broadcast its general meetings live or to make a recording of them available on its website.
* Corporate Governance of the Company
*
* Remuneration of Corporate Officers
The provisions applicable to the remuneration of corporate officers (the so-called “say on pay” regime) provided for in Articles L. 22-10-8 et seq. of the French Commercial Code will no longer apply to the Company.
*
* Audit Committee
The Company will no longer be required to establish an audit committee, as the provisions of Articles L.821-67 et seq. of the French Commercial Code will no longer apply. The Company nevertheless intends to maintain the audit committee in the short and medium term.
* Liquidity of the Company's Shares
As Euronext Growth is an organised multilateral trading facility and not a regulated market, the Company draws shareholders' attention to the fact that this change of listing market could, in theory, result in a change in the liquidity conditions of the shares compared with those observed on the Euronext Paris regulated market.
The Transfer Project could therefore lead certain investors, who favour shares of issuers listed on a regulated market, to sell their shares in the Company.
The Company nevertheless intends to maintain, in the short and medium term, the liquidity agreement entered into by the Company with Kepler Chevreux (which, as a reminder, has been suspended since the announcement of Olympe Bidco's tender offer) following completion of the Transfer Project.
* Indicative and Provisional Timetable for the Transfer Project
The table below sets out the main steps for implementing the Transfer Project (subject to approval by the combined general meeting of shareholders).
Date
Step
3 September 2026, after market close
4 September 2026, before market open
Company's Board of Directors approving the Transfer Project and convening the general meeting
Public disclosure regarding the Transfer Project (1st press release)
16 October 2026
Combined general meeting of the Company
16 October 2026 (following the general meeting)
Meeting of the Company's Board of Directors to implement the Transfer Project (subject to approval by the Company's ordinary general meeting)
Mid-October 2026
Publication of the 2025/2026 annual financial statements and the Company's Universal Registration Document
End of October 2026
Filing with Euronext Paris of a request for (i) the delisting of the Company's ordinary shares and (ii) their simultaneous admission to trading on Euronext Growth
During December 2026
Euronext's decision regarding the admission of the Company's ordinary shares to trading on Euronext Growth (subject to the closing of the tender offer to be launched by Olympe Bidco for the Company)
During December 2026
Publication of the information document relating to the Transfer Project
During December 2026
Publication by Euronext of (i) a notice of delisting of the Company's shares from Euronext Paris (before market open) and (ii) a notice of admission of the Company's shares to trading on Euronext Growth (at market open)
At the earliest on 16 December 2026, and after the closing of the tender offer to be launched by Olympe Bidco
Delisting of the Company's ordinary shares from Euronext Paris and simultaneous admission to trading on Euronext Growth
Admission of the Company's ordinary shares to trading on Euronext Growth would take place at the earliest two (2) months after the general meeting of the Company approving it, i.e. at the earliest on 16 December 2026.
Shareholders will be kept informed of the progress of the Transfer Project through press releases available on the Company's website[4].
Tél : +33 4 81 07 55 00
Fax : +33 4 81 07 45 65
Email : finance@ol.fr
www.finance.ol.fr
Eagle Football Group SA
Euronext Paris - compartment B
Indices: CAC All-Shares - CAC Consumer Discretionary
ISIN code: FR0010428771
Reuters: EFG.PA (formerly OLG.PA)
Bloomberg: EFG FP (formerly OLG FP)
ICB: 40501030 Leisure services
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[1] See notably press release dated 26 June 2026.
[2] This change will take effect prior to the effective completion of the Transfer Project.
[3] A « Q&A » will also be made available on the Company's website in order to answer to some questions the investors may have.
[4] https://finance.ol.fr/communiques/
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