Statement of Total Voting Rights and Shares Forming the Company’s Share Capital and Description of the Liquidity Contract and Own Share Repurchase Program by GeNeuro

Total number of voting rights and shares forming the company’s share capital
Article 223-16 of the General Regulations of the AMF (French Financial Markets Authority)

Market: Euronext Paris
ISIN code / Mnemo: CH0308403085 / GNRO
Web site: www.geneuro.com

GENEVA--()--Regulatory News:

GeNeuro (Paris:GNRO):

Date Number of shares
outstanding
Total voting rights,
gross (1)
Total voting rights,
net (2)
January 31, 2019

14,658,118

14,658,118

14,566,697

February 28, 2019

14,658,118

14,658,118

14,568,082

March 31, 2019

14,658,118

14,658,118

14,564,619

April 30, 2019

14,658,118

14,658,118

14,565,216

May 31, 2019

14,658,118

14,658,118

14,560,138

June 30, 2019

14,658,118

14,658,118

14,560,384

July 31, 2019

14,658,118

14,658,118

14,557,087

August 31, 2019

14,658,118

14,658,118

14,562,317

September 30, 2019

14,658,118

14,658,118

14,562,351

October 31, 2019

14,658,118

14,658,118

14,560,078

November 30, 2019

14,658,118

14,658,118

14,554,137

December 31, 2019

14,658,118

14,658,118

14,552,237

January 31, 2020

14,658,118

14,658,118

14,543,972

(1) The total number of gross (or “theoretical”) voting rights is used as the basis for calculating threshold crossings. In accordance with Article 223-11 of the AMF General Regulations, this number is calculated on the basis of all shares to which voting rights are attached, including those for which voting rights have been suspended.

(2) The total number of net (or “exercisable at a Shareholders’ Meeting”) voting rights is calculated without taking into account shares for which voting rights have been suspended. It is released in order to ensure that the public is properly informed, in accordance with the AMF recommendation of July 17, 2007.

Description of own share repurchase program

This description of the own share repurchase program has been prepared on the basis of the provisions of European Regulation nr 596/2014 of the European Parliament and of the Council dated April 16 2014, of the delegated EU regulation 2016/1052 of March 8 2016 and of articles 241-1 ff of the General Regulations of the Autorité des marchés financiers (AMF). Its purpose is to describe the objectives and conditions of the own share repurchase program approved by the board of directors of GeNeuro S.A. (“GeNeuro” or the “Company”).

This document is made available to shareholders of GeNeuro’s web site (www.geneuro.com) and is made public pursuant to article 221-of the AMF’s general regulations.

Approval of the own share repurchase program

It is recalled that the Company, in the framework of its existing own share repurchase program, has approved, with no time limitation, market-making in its own shares. To this effect, a liquidity contract covering its ordinary shares has been concluded with Gilbert Dupont, an independent investment services provided, and has been implemented as from May 5, 2016. This contract, complying with the ethics charter of the AMAFI, recognized by the AMF, has been renewed until May 4, 2020 for a duration of one year, renewable by tacit consent. For the implementation of the contract, 750,000 euros were initially credited to the liquidity contract and on January 31, 2020, the number of own shares held by the Company through the liquidity contract amounted to 93,146 shares.

Pursuant to Swiss law which grants it the competence to decide on own share repurchases without the need for a prior approval or authorization by the shareholder’s annual meeting, the board of directors of the Company has, on February 4, 2020, in addition to the objective of supporting market making activities in the Company’s shares, approved a second objective of its own share repurchase program so as to allow the delivery of shares following the exercise of options granted to employees of the Company or of its subsidiaries in the context of the implementation of (i) share purchase option plans, (ii) free share award plans, (iii) company savings plans, or (iv) other similar plans aimed at employees of the Company or of its subsidiaries.

The maximum number of ordinary shares of the Company that may be acquired pursuant to the above-mentioned objective of the own share repurchase program is 125,000. The GeNeuro shares are admitted to trading on compartment C of the regulated Euronext Paris stock market (ISIN code: CH0308403085). As Swiss law does not require the setting of maximum purchase price for the repurchase of shares, the board of directors has not set a maximum price.

The purchase, sale, exchange or transfer of the Company’s shares may be effected at any time, within the limits approved by legal and regulatory provisions in force and by any means, on regulated markets, on multilateral trading systems, via systematic internalizers or by mutual agreement, including through the purchase or sale of blocks of shares (without limiting the portion of the share repurchase program that may be effected through this mean), by public purchase or exchange offer, or through the use of options or forward financial instruments or by delivery of shares following the issuance of securities opening right to the capital of the Company by conversion, exchange, repayment, exercise of a voucher or any other manner, whether directly or indirectly through an investment services provider.

Pursuant to Swiss law, the approval of share purchase granted by the board of directors is granted with no time limitation, it being specified that the Company’s board of directors may decide to cancel this approval.

In accordance with article 241-2 II of the AMF’s General Regulations, during the effectiveness of the share repurchase program, any change in any information included in the own share repurchase program description above shall be communicated to the public as soon as possible as provided for in articles 221-3 of the AMF’s General Regulations, notably through the circulation of a news release and its uploading on GeNeuro’s web site (www.geneuro.com).

About GeNeuro

GeNeuro‘s mission is to develop safe and effective treatments against neurological disorders and autoimmune diseases, such as multiple sclerosis, by neutralizing causal factors encoded by HERVs, which represent 8% of human DNA. GeNeuro is based in Geneva, Switzerland and has R&D facilities in Lyon, France. It has 23 employees and rights to 17 patent families protecting its technology.

For more information, visit: https://www.geneuro.com

Contacts

GeNeuro
Miguel Payró
CFO
+41 22 552 48 00
investors@geneuro.com

NewCap (France)
Mathilde Bohin (investors)
+33 1 44 71 98 52
Nicolas Merigeau (media)
+33 1 44 71 94 98
geneuro@newcap.eu

Halsin Partners
Mike Sinclair (media)
+44 20 7318 2955
msinclair@halsin.com

LifeSci Advisors
Chris Maggos (investors)
+1 646 597 6970
+41 79 367 6254
chris@lifesciadvisors.com

Contacts

GeNeuro
Miguel Payró
CFO
+41 22 552 48 00
investors@geneuro.com

NewCap (France)
Mathilde Bohin (investors)
+33 1 44 71 98 52
Nicolas Merigeau (media)
+33 1 44 71 94 98
geneuro@newcap.eu

Halsin Partners
Mike Sinclair (media)
+44 20 7318 2955
msinclair@halsin.com

LifeSci Advisors
Chris Maggos (investors)
+1 646 597 6970
+41 79 367 6254
chris@lifesciadvisors.com