Mauna Kea Technologies Announces the Launch of the Transfer of its Shares to Euronext Growth Paris

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

Mauna Kea Technologies (Euronext: MKEA) inventor of Cellvizio®, the multidisciplinary probe and needle-based confocal laser endomicroscopy (p/nCLE) platform, today announces that the Combined General Meeting of Shareholders, held on June 2, 2023, approved, in accordance with the provisions of article L. 421-14 of the French Commercial Code, the proposed transfer of the Company's shares from the Euronext Paris regulated market, compartment C, to the Euronext Growth Paris market, and granted full powers to the Board of Directors to implement the transfer. In addition, the Board of Directors, which met following the Combined General Meeting of June 8, 2023, decided to implement this transfer. Subject to the approval of Euronext Paris, the Company's shares will be listed on Euronext Growth Paris under an accelerated listing procedure for existing shares, without the issue of new shares.

"The decision to transfer our listing to Euronext Growth is a natural one, as this market is now perfectly suited to the Company's size and growth profile. We will benefit from a solid and expanding market to attract new investors. This decision is also an economic one, as it will enable us to reduce certain administrative costs and allocate our resources to value-creating activities", said Sacha Loiseau, Chairman and CEO of Mauna Kea Technologies. "At the same time, we will maintain regular and equally transparent communication, keeping the same accounting standards and frequencies of financial publication."

Purpose of the transfer project

This transfer project is designed to enable the Company to be listed on a market for growth companies, to support a market trend that is open to both professional and retail investors, and to gain access to a market with nearly 600 listed companies as at May 31, 2023. The lighter, more flexible regulatory framework will also provide greater flexibility in the event of market transactions, with the shares remaining eligible for the PEA-PME Securities Account. The main consequences of the proposed transfer are set out in the appendix.

Listing Sponsor

As part of its transfer to Euronext Growth, Mauna Kea Technologies is supported by Allegra Finance as Listing Sponsor.

Provisional timetable for the transfer (subject to the approval of Euronext Paris):

• From June 15, 2023: filing with Euronext Paris of an application to delist the shares from Euronext Paris and list them on Euronext Growth Paris
• In the second half of July/early August 2023:
  • Transfer approved by Euronext Paris
  • Information document on the transfer posted online
  • 3^rd press release announcing effective transfer dates published
  • Delisting notice of Mauna Kea Technologies shares from Euronext Paris published (before trading)
  • Listing notice of Mauna Kea Technologies shares on Euronext Growth Paris published (at opening)
  • Mauna Kea Technologies shares listed for the first time on Euronext Growth Paris

About Mauna Kea Technologies

Mauna Kea Technologies is a global medical device company that manufactures and sells Cellvizio®, the real-time in vivo cellular imaging platform. This technology uniquely delivers in vivo cellular visualization which enables physicians to monitor the progression of disease over time, assess point-in-time reactions as they happen in real time, classify indeterminate areas of concern, and guide surgical interventions. The Cellvizio® platform is used globally across a wide range of medical specialties and is making a transformative change in the way physicians diagnose and treat patients. For more information, visit www.maunakeatech.com.

Main implications of the transfer project (non-exhaustive list)

In accordance with current regulations, Mauna Kea Technologies wishes to inform its shareholders of the possible consequences of such a transfer, from the date of its completion:

Topics	Euronext Growth regulation	Comments / commitments from Mauna Kea Technologies
Protecting minority shareholders	Mechanism of the mandatory public offer in the event of a direct or indirect, joint or concerted crossing of the 50% threshold of capital or voting rights	In order to keep a good knowledge of our shareholder base, we remind you that we are required to declare the crossing of statutory thresholds of 3% of share capital or voting rights, or any multiple of this fraction.
	Declaration to the market in terms of changes in shareholding that cross the thresholds (upwards or downwards) of 50% and 90% of capital or voting rights
	For a period of 3 years from the date of delisting from Euronext Paris, the Company will be subject to the rules governing public offers, and will continue to be subject to the disclosure requirements relating to major shareholdings and declarations of intent applicable to companies listed on Euronext Paris.
Periodic information	Extension of the deadline for publication of the half-yearly report (comprising the half-yearly financial statements and an activity report relating to these half-yearly financial statements) to 4 months following the close of the half-year (instead of 3 months on Euronext Paris) and exemption from the limited review by the Statutory Auditors.	In this respect, the Company indicates that it will continue to prepare its consolidated financial statements in accordance with IFRS.   Within four months of the end of the first half-year, it will publish a half-yearly report including its half-yearly financial statements and an activity report relating to these statements.
	The corporate governance report no longer has to include the following information: remuneration, items likely to have an impact during a takeover bid, and reference to a corporate governance code.
	Reduced disclosure requirements for the management report
	Free choice of accounting standards (French or IFRS) for the preparation of consolidated financial statements
Ongoing information	Compulsory full and effective disclosure of regulated information (including insider information)	Mauna Kea Technologies will continue to deliver accurate, precise and sincere information, bringing to the public's attention any information likely to have a significant influence on the share price and any information relating to the operations of its managers, in accordance with the provisions of Regulation (EU) No. 596-2014 of April 16, 2014 on market abuse. Mauna Kea Technologies will continue to use a professional broadcaster
Governance	Exemption from shareholder vote on executive compensation (say on pay)
Annual General Meetings	Slightly more flexible formalities: No obligation to publish a press release specifying how documents submitted to the Meeting are to be made available.   Preparatory documents for the AGM need not be posted online twenty-one days before the date of the AGM, but only on the date of the notice of meeting (reduced content).   No obligation to post voting results on the Company's website   Conditions for convening and admission (record date) to the Annual General Meeting unchanged
Statutory Auditors	No application of the rules specific to companies listed on Euronext Paris, in particular those limiting seniority and requiring rotation, as well as those relating to the selection of statutory auditors and the obligation to put in place a tender procedure in the event of appointment
Stock liquidity	Possible change in the liquidity of Mauna Kea Technologies shares following the transfer to Euronext Growth Paris	A liquidity contract contracted by Mauna Kea Technologies will be maintained after the market transfer.

Disclaimer

This press release contains forward-looking statements about Mauna Kea Technologies and its business. All statements other than statements of historical fact included in this press release, including, but not limited to, statements regarding Mauna Kea Techonologies' financial condition, business, strategies, plans and objectives for future operations are forward-looking statements. Mauna Kea Technologies believes that these forward-looking statements are based on reasonable assumptions. However, no assurance can be given that the expectations expressed in these forward-looking statements will be achieved. These forward-looking statements are subject to numerous risks and uncertainties, including those described in Chapter 3 of Mauna Kea Technologies' 2021 Universal Registration Document filed with the Autorité des marchés financiers (AMF) on October 18, 2022 under number D-22-0773, as well as in the management report included in the Annual Financial Report published on May 2, 2023 which are available on the Company's website (www.maunakeatech.fr), as well as the risks associated with changes in economic conditions, financial markets and the markets in which Mauna Kea Technologies operates. The forward-looking statements contained in this press release are also subject to risks that are unknown to Mauna Kea Technologies or that Mauna Kea Technologies does not currently consider material. The occurrence of some or all of these risks could cause the actual results, financial condition, performance or achievements of Mauna Kea Technologies to differ materially from those expressed in the forward-looking statements. This press release and the information contained herein do not constitute an offer to sell or subscribe for, or the solicitation of an order to buy or subscribe for, shares of Mauna Kea Technologies in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The distribution of this press release may be restricted in certain jurisdictions by local law. Persons into whose possession this document comes are required to comply with all local regulations applicable to this document.

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NewCap - Investor Relations

Aurélie Manavarere / Thomas Grojean

+33 (0)1 44 71 94 94

maunakea@newcap.eu

Source: Mauna Kea Technologies