Alan Allman Associates S.A.

Headnote

Dual application for Exemptive Relief Applications -- Application for relief from the prospectus and registration requirements for certain trades made in connection with an employee share offering by a French issuer -- The issuer cannot rely on the employee exemption in section 2.24 of Regulation 45-106 respecting Prospectus Exemptions as the securities are not being offered to Canadian employees directly but rather through special purpose entities -- Canadian participants will receive disclosure documents -- The special purpose entities or FCPEs are subject to the supervision of the local securities regulator -- Canadian employees will not be induced to participate in the offering by expectation of employment or continued employment -- There is no market for the securities of the issuer in Canada -- Relief granted, subject to conditions -- 5 years sunset clause.

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Application for relief from the prospectus and registration requirements for certain trades made in connection with an employee share offering by a French issuer -- the issuer cannot rely on the employee exemption in section 2.24 of National Instrument 45-106 Prospectus Exemptions as the securities are not being offered to Canadian employees directly by the issuer but rather through special purpose entities -- Canadian participants will have access to disclosure documents -- the special purpose entities are subject to the supervision of the local securities regulator -- Canadian employees will not be induced to participate in the offering by expectation of employment or continued employment -- there is no market for the securities of the issuer in Canada -- relief granted, subject to conditions.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c.S.5, as am., ss.25, 53 and 74(1).

National Instrument 45-106 Prospectus Exemptions.

National Instrument 45-102 Resale of Securities.

Ontario Securities Commission Rule 72-503 Distributions Outside Canada.

[TRANSLATION]

April 21, 2023

IN THE MATTER OF
THE SECURITIES LEGISLATION OF QUÉBEC AND ONTARIO
(the Jurisdictions)

AND IN THE MATTER OF
THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS

AND IN THE MATTER OF
ALAN ALLMAN ASSOCIATES S.A.
(the Filer)

DECISION

Background

The securities regulatory authority or regulator of each of the Jurisdictions (Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) for:

1. an exemption from the prospectus requirement (the Prospectus Relief) so that such requirement does not apply to trades of:

(a) units (the Classic Units) of a fonds commun de placement d'entreprise or "FCPE", a form of collective shareholding vehicle commonly used in France for the custody of shares held by employee-investors, named Alan Allman Associates (the Principal Classic Fund);

(b) units of future temporary FCPEs (the Temporary Classic Units, and the Temporary Classic Units together with the Classic Units, the Units), which may be organized in the same manner as the Principal Classic Fund (each, a Temporary Classic Fund, and together with the Principal Classic Fund, the Funds) in connection with a Subsequent Employee Offering (as defined below), which will merge with the Principal Classic Fund following a Subsequent Employee Share Offering (as defined below), such transaction being referred to as the Merger, as further described below,

made pursuant to an Employee Share Offering under the Filer's International Group Savings Plan (PEGI) to or with Qualifying Employees (as defined below) resident in the Jurisdictions, in British Columbia, in Alberta and in Manitoba (collectively, the Canadian Employees, and Canadian Employees who subscribe for Units, the Canadian Participants); and

2. an exemption from the dealer registration requirement (the Registration Relief, and together with the Prospectus Relief, the Exemption Sought) so that such requirement does not apply to the Filer and its Local Related Entities (as defined below), the Funds and Equalis Capital France (the Management Company) in respect of trades in Units made pursuant to an Employee Share Offering to or with Canadian Employees.

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):

(a) the Autorité des marchés financiers is the principal regulator for this application;

(b) the Filer has provided notice that section 4.7(1) of Regulation 11-102 respecting Passport System, CQLR, c. V-1.1, r. 1 (Regulation 11-102) is intended to be relied upon in British Columbia, Alberta and Manitoba; and

(c) the decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

Terms defined in Regulation 14-101 respecting Definitions, CQLR, c. V-1.1, r. 3, Regulation 11-102 and Regulation 45-106 respecting Prospectus Exemptions, CQLR, c. V-1.1, r. 21 have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer is a corporation formed under the laws of France. It is not a reporting issuer under the securities legislation of any jurisdiction of Canada. The ordinary shares of the Filer (the Shares) are principally traded through Euronext Paris. The head office of the Filer is located in France.

2. The Filer has established a global employee share offering under the PEGI (the 2023 Employee Share Offering) and expects to establish subsequent global employee share offerings following 2023 for the next four years that are substantially similar (the Subsequent Employee Share Offerings, and together with the 2023 Employee Share Offering, the Employee Share Offerings) for employees of the Filer and its participating related entities, including related entities that employ Canadian Employees (the Local Related Entities, together with the Filer and its other related entities, the AAA Group). Each Local Related Entity is controlled directly or indirectly by the Filer and is not, and has no current intention of becoming, a reporting issuer under the securities legislation of any jurisdiction of Canada. There are more assets and clients of the AAA Group in Québec than in any other jurisdiction of Canada.

3. As of January 23, 2023, Local Related Entities include: Alan Allman Associates Amérique Inc., Alan Allman Associates Amérique Du Nord Inc., Noverka Conseil Inc., Les Solutions Victrix Inc., Victrix Conseil Inc., Ited Solutions Inc., Ec Solutions Inc., Aiyo Group Canada Inc., Alan Allman Associates Academy Inc., Gdg Info Et Gestion, Gdg Info, Alan Allman Associates Québec, 10013242 Canada, Gurus Solutions, Sourcevolution and 14491319 Canada Inc. For any Subsequent Employee Share Offerings, the list of Local Related Entities may change.

4. As of the date hereof and after giving effect to any Employee Share Offering, the Filer is and will be a "foreign issuer" as such term is defined in section 2.15(1) of Regulation 45-102 respecting Resale of Securities, CQLR, c. V-1.1, r. 20 (Regulation 45-102), section 2.8(1) of Ontario Securities Commission Rule 72-503 -- Distributions Outside Canada (OSC Rule 72-503), and section 11(1) of Alberta Securities Commission Rule 72-501Distributions to Purchasers Outside Alberta (ASC Rule 72-501).

5. Each Employee Share Offering involves an offering of Shares to be subscribed through either the Principal Classic Fund, or a Temporary Classic Fund, which will be merged with the Principal Classic Fund after completion of the Employee Share Offering (the Plan), subject to the decision of the supervisory boards of the Funds and the approval of the the Autorité des marchés financiers in France (the French AMF).

6. Only persons who are employees of an entity forming part of the AAA Group during the subscription period for an Employee Share Offering and who meet other employment criteria (the Qualifying Employees) will be allowed to participate in the relevant Employee Share Offering.

7. The Principal Classic Fund was established for the purpose of implementing the Employee Share Offerings and the Plan of the Filer. There is no current intention for the Principal Classic Fund to become a reporting issuer under the securities legislation of any jurisdiction of Canada. There is no intention for any Temporary Classic Fund that may be established for the purpose of implementing Subsequent Employee Share Offerings to become a reporting issuer under the securities legislation of any jurisdiction of Canada.

8. The Principal Classic Fund has been registered with, and approved by, the French AMF, as of February 21, 2023. It is expected that each Temporary Classic Fund established for Subsequent Employee Share Offerings will be a French FCPE and registered with, and approved by, the French AMF.

9. The total amount invested by a Canadian Employee pursuant to an Employee Share Offering cannot exceed 25% of his or her estimated gross annual compensation.

10. The maximum number of Shares that may be subscribed for by the Qualifying Employees under the 2023 Employee Share Offering is 1,206,099. A different maximum offering size may apply to Subsequent Employee Share Offerings. If subscriptions received from Qualifying Employees under an Employee Share Offering would result in an acquisition of value of Shares by the Fund in excess of the maximum offering size, the largest individual subscription or subscriptions will be reduced until the aggregate number of Shares subscribed for under the Employee Offering is below the maximum offering size.

11. Under the Plan, each Employee Share Offering will be made as follows:

(a) Canadian Participants will subscribe for Units in the Principal Classic Fund, or if a Temporary Classic Fund is utilized, Units in the Temporary Classic Fund. The Principal Classic Fund, or if applicable, relevant Temporary Classic Fund, will then subscribe for Shares on behalf of Canadian Participants using the Canadian Participants' contributions.

(b) The subscription price for the Shares will be the average opening price of the Shares on Euronext Paris (expressed in Euros) on the 20 trading days preceding the date of the fixing of the subscription price by the board of directors of the Filer (the Board), or the Chief Executive Officer of the Filer, if so delegated by the Board (the Reference Price), less a specified discount to the Reference Price (e.g. 30% for the 2023 Employee Share Offering).

(c) For the 2023 Employee Share Offering and Subsequent Employee Share Offerings that do not utilize a Temporary Classic Fund, Shares subscribed for will be held in the Principal Classic Fund and the Canadian Participant will receive one Unit in the Principal Classic Fund for every [EURO]10 invested.

(d) If a Temporary Classic Fund is utilized:

(i) the Shares subscribed for will be held in the Temporary Classic Fund and the Canadian Participant will receive a number of Units in the Temporary Classic Fund proportionate to their interest in the Shares subscribed for; and

(ii) following the completion of an Employee Share Offering, the Temporary Classic Fund will be merged with the Principal Classic Fund (subject to the approval of the supervisory board of the Funds and the French AMF). Units of the Temporary Classic Fund held by Canadian Participants will be replaced with Units of the Principal Classic Fund on a pro rata basis and the Shares subscribed for under an Employee Share Offering will be held in the Principal Classic Fund.

(e) Any dividends paid on the Shares held in the Funds will be contributed to the Funds and used to purchase additional Shares. To reflect this reinvestment, no new Units will be issued. Instead, the reinvestment will increase the asset base of the Funds as well as the value of the Units held by Canadian Participants.

(f) All Units acquired by Canadian Participants will be subject to a hold period of approximately five years (the Lock-Up Period), subject to certain exceptions prescribed by French law and adopted under the Employee Shares Offerings in Canada (such as release on death, disability, or termination of employment).

(g) At the end of the relevant Lock-Up Period, a Canadian Participant may: (i) request the redemption of his or her Units in consideration for a cash payment equal to the market value of the Shares, or (ii) continue to hold his or her Units in the Principal Classic Fund and request the redemption of those Units at a later date.

(h) In the event of an early exit resulting from a Canadian Participant exercising one of the exceptions to the Lock-Up Period and meeting the applicable criteria, the Canadian Participant may request the redemption of Units in consideration for a cash payment equal to the then fair market value of the underlying Shares.

12. Under French law, an FCPE is a limited liability entity. The portfolio of the Funds will consist almost entirely of Shares, but may, from time to time, include cash in respect of dividends paid on the Shares which will be reinvested in Shares and cash or cash equivalents pending investments in Shares and for the purposes of Unit redemptions.

13. The Funds are managed by the Management Company, which is a portfolio management company governed by the laws of France. The Management Company is registered with the French AMF as an investment manager and complies with the rules of the French AMF. The Management Company is not, and has no current intention of becoming, a reporting issuer under the securities legislation of any jurisdiction of Canada.

14. The Management Company's portfolio management activities in connection with an Employee Share Offering and the Funds are limited to subscribing for Shares, selling such Shares as necessary in order to fund redemption requests and investing available cash in cash equivalents.

15. The Management Company is also responsible for preparing accounting documents and publishing periodic informational documents of the Funds. The Management Company's activities will not affect the underlying value of the Shares.

16. None of the entities forming part of the AAA Group, the Funds, the Management Company or any of their directors, officers, employees, agents or representatives will provide investment advice to the Canadian Employees with respect to an investment in the Shares or the Units.

17. None of the entities forming part of the AAA Group, the Management Company or the Principal Classic Fund are currently in default of the securities legislation of any jurisdiction of Canada.

18. Shares issued pursuant to an Employee Share Offering will be deposited in the Principal Classic Fund and/or a Temporary Classic Fund through Banque Fédérative du Crédit Mutuel (the Depositary), a large French commercial bank subject to French banking legislation. For any Subsequent Employee Share Offering, the Depositary may change. In the event of such a change, the successor to the Depositary will remain a large French commercial bank subject to French banking legislation. The Depositary carries out orders to purchase, trade and sell securities in the portfolio and takes all necessary action to allow the Funds to exercise the rights relating to the securities held in their portfolio.

19. The Management Company and the Depositary are obliged to act exclusively in the best interests of the holders of the Units (including Canadian Participants) and are jointly and severally liable to them under French legislation for any violation of the rules and regulations governing FCPEs, any violation of the rules of the Funds, or for any self-dealing or negligence.

20. Participation in an Employee Share Offering is voluntary, and the Canadian Employees will not be induced to participate in an Employee Share Offering by expectation of employment or continued employment.

21. The Shares and Units are not currently listed for trading on any stock exchange in Canada and there is no intention to have the Units so listed.

22. Units are not transferable by holders of such Units except upon redemption and other than as reflected in the decision document.

23. The Unit value of the Principal Classic Fund will be calculated and reported to the French AMF on a regular basis, based on the net assets of the Principal Classic Fund divided by the number of Units outstanding. The value of Units will be correlated with the value of the underlying Shares, but the number of Units of the Principal Classic Fund will not correspond to the number of the underlying Shares (as the initial value of the Unit is set at [EURO]10).

24. All management charges relating to the Principal Classic Fund will be paid from the assets of the Principal Classic Fund or by the Filer, as provided in the regulations of the Principal Classic Fund.

25. An information package regarding an Employee Share Offering in English or French, depending to the preference of the Canadian Employee, will be made available through a link that will be emailed to each Canadian Employee, which will include a summary of the terms of the relevant Employee Share Offering and a description of Canadian income tax consequences of subscribing for and holding and redeeming Units. Canadian Employees may consult the Filer's Document d'Enregistrement Universel (in French and English) filed with the French AMF in respect of the Shares and a copy of the relevant Fund's rules (which are analogous to company by-laws). Canadian Employees will also have access to copies of the continuous disclosure materials relating to the Filer that are furnished to holders of Shares generally and that are available on the Filer's website. Canadian Participants will receive an initial statement of their holdings under the Plan, together with an updated statement at least once per year.

26. As at March 27, 2023, there were approximately 712 Canadian Employees of which 674 are in Québec, 31 are in Ontario, 4 are in Alberta, 2 are in British Columbia and 1 is in Manitoba, representing, in the aggregate, approximately 36% of the number of Qualifying Employees in the AAA Group.

Decision

Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.

The decision of the Decision Makers under the Legislation is that the Exemption Sought is granted provided that:

1) for the 2023 Employee Share Offering:

a) the prospectus requirement will apply to the first trade in any Units acquired by Canadian Participants pursuant to this decision unless the following conditions are met:

i. the issuer of the security:

A. was not a reporting issuer in any jurisdiction of Canada at the distribution date, or

B. is not a reporting issuer in any jurisdiction of Canada at the date of the trade;

ii. the first trade is made:

A. through an exchange, or a market, outside of Canada, or

B. to a person outside of Canada; and

iii. the issuer of the security was a foreign issuer on the distribution date, as such term is defined in section 2.15(1) of Regulation 45-102, section 2.8(1) of OSC Rule 72-503 and section 11(1) of ASC Rule 72-501;

2) for any Subsequent Employee Share Offering under this decision completed within five years from the date of this decision:

a) the representations other than those in paragraphs 3, 10, 11b), and 26 remain true and correct in respect of that Subsequent Employee Share Offering; and

b) the conditions set out in paragraph 1(a) above are satisfied as of the date of any distribution of a security under such Subsequent Employee Share Offering (varied such that any references therein to the 2023 Employee Share Offering are read as references to the relevant Subsequent Employee Share Offering); and

3) in the Provinces of Ontario and Alberta, the prospectus exemption above, for the first trade in any Units acquired by Canadian Participants pursuant to this decision, is not available with respect to any transaction or series of transactions that is part of a plan or scheme to avoid the prospectus requirements in connection with a trade to a person in Canada.