What employee share issuance authority is Sequans (SQNS) putting to a vote?

The Board proposes authority to issue shares or equity-linked securities for employees up to 3% of share capital through savings or similar plans over 26 months. However, the Board explicitly states it is not in favor of adopting this resolution, given other existing employee ownership mechanisms.

Sequans (NYSE: SQNS) seeks approval for 25M director warrants and 10% equity plans

Q: What key financial results did Sequans (SQNS) present for 2025?

Sequans reported a statutory loss of €46,221,912 and a consolidated loss of US$109,278,706 for 2025. The statutory loss is allocated entirely to retained earnings, which then show a negative balance, and no dividends were paid for the last three fiscal years.

Q: What director warrant issuance is Sequans (SQNS) asking shareholders to approve?

Sequans seeks approval to issue 25,000,000 stock subscription warrants , allocating 5,000,000 warrants each to five non‑executive directors. Each warrant costs €0.000001 and allows purchase of one ordinary share over ten years at an exercise price equal to 1/100th of the NYSE ADS closing price.

Q: How much new equity can Sequans (SQNS) issue under the proposed incentive and partner plans?

The Board proposes an overall ceiling of 150,000,000 new ordinary shares (about 1,500,000 ADS and roughly 10% of current capital). This limit covers both partner stock subscription warrants and restricted free shares for employees and senior officers granted under the related resolutions.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

6-K

Rhea-AI Filing Summary

Sequans Communications is calling a June 30, 2026 shareholders’ meeting to approve 2025 accounts and refresh its equity and governance framework. The statutory financial statements show a loss of €46,221,912, while consolidated accounts report a loss of US$109,278,706, both allocated to retained earnings.

Shareholders are asked to approve up to 25,000,000 stock subscription warrants for five non‑executive directors, each receiving 5,000,000 warrants at a €0.000001 subscription price, exercisable over ten years at 1/100th of the NYSE ADS closing price. The Board also seeks an overall ceiling of 150,000,000 new shares (about 10% of capital) for partner warrants and restricted free shares to employees and officers, and a separate authority to issue up to €7,500,000 in nominal share capital plus up to €15,000,000 of convertible debt for strategic transactions, all with preemptive rights waived for specified investors.

Additional items include updating non‑executive director cash compensation, renewing a director’s mandate, appointing Forvis Mazars S.A. as statutory auditor, amending bylaws to allow written board consultations and voting by correspondence, and an employee share issue authority up to 3% of capital, which the Board explicitly recommends shareholders reject.

Insights

Large equity authorizations add flexibility but also potential dilution.

The meeting bundles several significant capital tools. Up to 150,000,000 new shares for partner warrants and restricted free shares, plus a further €7,500,000 nominal capital increase and €15,000,000 of convertible debt capacity, give the Board broad scope to fund deals and incentives.

These authorities are enabling rather than immediate issuances, so their impact depends on future use. Preemptive rights are waived for several resolutions, meaning new equity can be directed to named directors, partners, or strategic investors instead of all existing shareholders.

Investors may focus on how the 2025 loss of €46,221,912 and consolidated loss of US$109,278,706 interact with these tools. Subsequent disclosures around warrant grants, restricted share allocations, and any capital raising or partnership deals will clarify whether the new capacity primarily supports growth, compensation, or balance sheet needs.

Key Figures

Statutory net loss: €46,221,912 Consolidated net loss: US$109,278,706 Director warrant grant: 25,000,000 warrants +5 more

8 metrics

Statutory net loss €46,221,912 Company loss for year ended December 31, 2025

Consolidated net loss US$109,278,706 Consolidated loss for year ended December 31, 2025

Director warrant grant 25,000,000 warrants Stock subscription warrants reserved for five non‑executive directors

Equity incentive ceiling 150,000,000 shares Overall cap for partner warrants and restricted free shares, ≈10% of capital

Capital increase authority €7,500,000 nominal Maximum share capital increase reserved to specific classes of persons

Convertible debt cap €15,000,000 nominal Maximum nominal amount of convertible debt under capital delegation

Director fee pool US$152,000 per year Maximum annual cash compensation to be shared among Board members

Employee share plan cap 3% of share capital Maximum shares for capital increase reserved to employees via savings plans

Key Terms

stock subscription warrants, restricted free shares, preemptive subscription rights, American depositary shares, +2 more

6 terms

stock subscription warrants financial

"Issuance of stock subscription warrants to subscribe up to 25,000,000 ordinary shares"

restricted free shares financial

"authorize the renewal of the systems for granting restricted free shares to the Company’s employees"

preemptive subscription rights financial

"revocation of shareholders’ preemptive subscription rights in favor of such classes"

American depositary shares financial

"representing, to date, 250,000 American depositary shares or ADS of the Company"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

extraordinary general shareholders’ meeting financial

"voting in compliance with the quorum and majority requirements for extraordinary general shareholders’ meetings"

convertible debt financial

"the maximum nominal amount of convertible debt that may be issued would be set at €15,000,000"

A convertible debt is a loan a company takes that gives the lender the option to swap the owed money for a set number of the company’s shares instead of getting cash back. It matters to investors because it can change who owns the company and how much their shares are worth: if lenders convert, existing shareholders can be diluted, but conversion can also signal confidence and reduce a company’s cash pressure — like getting a coupon that can be redeemed for store ownership rather than a refund.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Form 6-K: How Foreign Companies Report to the SEC →

Available on EDGAR 05/26/2026 - 06:03 AM Accepted by SEC EDGAR 05/26/2026 - 06:01 AM

FAQ

What key financial results did Sequans (SQNS) present for 2025?

Sequans reported a statutory loss of €46,221,912 and a consolidated loss of US$109,278,706 for 2025. The statutory loss is allocated entirely to retained earnings, which then show a negative balance, and no dividends were paid for the last three fiscal years.

What director warrant issuance is Sequans (SQNS) asking shareholders to approve?

Sequans seeks approval to issue 25,000,000 stock subscription warrants, allocating 5,000,000 warrants each to five non‑executive directors. Each warrant costs €0.000001 and allows purchase of one ordinary share over ten years at an exercise price equal to 1/100th of the NYSE ADS closing price.

How much new equity can Sequans (SQNS) issue under the proposed incentive and partner plans?

The Board proposes an overall ceiling of 150,000,000 new ordinary shares (about 1,500,000 ADS and roughly 10% of current capital). This limit covers both partner stock subscription warrants and restricted free shares for employees and senior officers granted under the related resolutions.

What additional capital increase authority is Sequans (SQNS) requesting?

Sequans requests authority to increase share capital by up to a €7,500,000 nominal amount, equivalent to 7,500,000 ADS at the current ratio, and to issue up to €15,000,000 in nominal convertible debt. These issuances would be reserved for specified partners and institutional or strategic investors.

How will Sequans (SQNS) change non-executive director compensation if approved?

The proposal sets the annual pool for non‑executive director compensation at US$152,000 starting in 2026. Each non‑executive director would receive US$20,000 in base fees plus additional amounts for committee memberships and chair roles, alongside reimbursement of reasonable travel expenses.

What governance changes regarding board decisions is Sequans (SQNS) proposing?

Sequans plans to amend its bylaws so the Board of Directors can make decisions via written consultation and voting by correspondence, including by email. Any director can object to this method, which would trigger a formal board meeting instead under the new Article 16 wording.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934

For the month of May 2026

Commission File Number: 001-35135

Sequans Communications S.A.

(Translation of Registrant’s name into English)

15-55 boulevard Charles de Gaulle

92700 Colombes, France

Telephone : +33 1 70 72 16 00

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F R Form 40-F £

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): Yes £ NoR

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): Yes £ NoR

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

The information in this report furnished on Form 6-K shall be incorporated by reference into each of the following Registration Statements under the Securities Act of 1933, as amended, of the registrant: Form S-8 (File Nos. 333-203539, 333-211011, 333-214444, 333-215911, 333-219430, 333-226458, 333-233473, 333-239968, 333-259914, 333-266481 and 333-289027) and Form F-3 (File Nos. 333-271884, 333-288708 and 333-288709).

EXPLANATORY NOTE

Sequans Communications S.A.’s (the “Company”) board of directors (the “Board of Directors”) has convened an ordinary and extraordinary general shareholders’ meeting, in accordance with the provisions of French law and of our Company’s Articles of Incorporation and Bylaws, for the purpose of requesting a vote on the following agenda items, as further detailed below and in the attached “Resolutions Submitted to the Ordinary General Meeting and Extraordinary Meeting of Shareholders on June 30, 2026”:

Ordinary Matters

1. Approval of the statutory financial statements for the year ended December 31, 2025.

2. Approval of the consolidated financial statements for the year ended December 31, 2025.

3. Correction of the third resolution of the combined general meeting of June 30, 2025 – allocation to the legal reserve

4. Allocation of net loss for the year ended December 31, 2025.

5. Related-party agreements.

6. Approval of the compensation plan for non-executive directors.

7. Renewal of Ms. Maria Marced as director.

8. Acknowledgement of end of terms of Mr. Hubert de Pesquidoux and Mr. Yves Maitre as directors.

9. Appointment of the statutory auditor

Extraordinary Matters

10. Issuance of stock subscription warrants to subscribe up to 25,000,000 ordinary shares (representing, to date, 250,000 ADS); establishing the conditions for exercising the stock warrants and adoption of an issuance agreement; revocation of shareholders’ preemptive subscription rights in favor of Ms. Maria Marced Martin and Messrs. Jason Cohenour, Wesley Cummins, Richard Nottenburg, and Zvi Slonimsky; powers to be granted to the Board of Directors.

11. Authority delegated to the Board of Directors to issue stock subscription warrants reserved to a specific class of persons and revocation of shareholders’ preemptive subscription rights in favor of such class.

12. Authorization granted to the Board of Directors to issue restricted free shares to employees and management of the Company and of its subsidiaries, and revocation of shareholders’ preemptive subscription rights in favor of the holders of such restricted free shares; conditions attached to such authorization; powers to be granted to the Board of Directors.

13. Setting an overall ceiling of 150,000,000 ordinary shares (representing, to date, 1.500,000 ADS) for issues of stock subscription warrants and restricted free shares granted pursuant to resolutions 11 and 12 of this general shareholders’ meeting.

14. Authority delegated to the Board of Directors to carry out a capital increase up to a maximum nominal amount of €7,500,000 by issuing shares and/or securities that confer rights to the Company’s equity and/or to securities that confer the right to an allotment of debt securities, reserved to specific classes of persons and revocation of preemptive subscription rights in favor of such classes, and to amend the terms of any debt securities issued under this or prior delegations authorized by the shareholders.

15. Amendment of the by-laws to permit written consultation and voting by correspondence of directors.

16. Authority delegated to the Board of Directors to decide to increase the share capital by issuing shares reserved for employees and revocation of preemptive subscription rights in favor of such employees.

17. Powers and formalities.

The Board of Directors recommends that you vote “FOR” proposals 1-15 and 17 and “AGAINST” proposal 16 reflected in the agenda items listed above.

Whether or not you plan to attend the ordinary general meeting and extraordinary meeting of shareholders in person, we urge you to vote your American Depositary Shares (ADS) by phone, via the internet or by signing, dating and returning the proxy card at your earliest convenience. Please see the proxy card for specific instructions on how to vote. If you sign and return the proxy card without other indication, your ADS will be voted:

•in favor of the resolutions corresponding to proposals 1-15 and 17, whether or not you specifically indicate a “FOR” vote, unless you abstain or vote against a specific resolution; and

•against the resolution corresponding to proposal 16, whether or not you specifically indicate an “AGAINST” vote, unless you abstain or vote for such resolutions.

If you do not return your proxy card, our depositary agreement with BNY Mellon allows the depositary to vote the shares underlying your ADS in accordance with the Board’s recommendation as described above.

French law classifies resolutions as either ordinary or extraordinary, depending on the subject. For resolutions submitted to an ordinary meeting, the quorum required for a valid meeting is 20% of outstanding shares (voting rights) and resolutions pass by a simple majority of shares present or represented. For resolutions submitted to an extraordinary meeting, the quorum required for a valid meeting is 25% of outstanding shares (voting rights) and resolutions pass by a two-thirds majority of shares present or represented.

The resolutions corresponding to the agenda items listed above are set forth in the full “Resolutions Submitted to the Ordinary General Meeting and Extraordinary Meeting of Shareholders on June 30, 2026” which is available on the Company’s website: https://sequans.com/investor-relations/governance/. The following is a summary of those resolutions.

* * * * * * *

ORDINARY MATTERS

PROPOSALS 1-4: APPROVAL OF THE STATUTORY AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025; APPROPRIATION OF NET LOSS FOR THE YEAR ENDED DECEMBER 31, 2025; CORRECTION OF THE APPROPRIATION OF NET PROFIT FOR THE YEAR ENDED DECEMBER 31, 2024

The Board of Directors proposes that the shareholders approve the statutory and the consolidated financial statements of Sequans Communications S.A. The statutory financial statements reflect the financials of the parent company only in accordance with generally accepted accounting principles in France. The consolidated financial statements are the same as those included in the Company’s annual report on Form 20-F filed with the U.S. Securities and Exchange Commission on May 11, 2026.

The Board of Directors proposes that shareholders approve the allocation of net loss to negative retained earnings for the year ended December 31, 2025, and the correction of the allocation of net profit for the year ended December 31, 2024 to allocate a portion of the profit to the legal reserve as required by French law.

The Board of Directors requests that shareholders approve these proposals.

PROPOSAL 5: APPROVAL OF THE REPORT ON RELATED PARTY AGREEMENTS

The Board of Directors proposes that shareholders approve related party transactions in force at any time in 2025. These related party transactions, concerning the employment agreement with Georges Karam, Chairman and CEO, and financing agreements with major shareholders, are disclosed in the Company’s annual report on Form 20-F.

The Board of Directors requests that shareholders approve this proposal.

PROPOSAL 6: APPROVAL OF THE COMPENSATION PLAN FOR NON-EXECUTIVE DIRECTORS

The Board of Directors proposes that each non-executive director’s cash compensation for the coming year remain unchanged from last year:

–Basic directors’ fees US$ 20,000 per year, per director

–Special directors’ fees paid in consideration for a director’s chairing of/membership in committees

•Member of the Audit Committee US$ 6,000 per year

•Chair of the Audit Committee US$ 12,000 per year

•Member of the Compensation Committee US$ 4,500 per year

•Chair of the Compensation Committee US$ 9,000 per year

•Member of the Nominating and Corporate Governance Committee US$ 2,500 per year

•Chair of the Nominating and Corporate Governance Committee US$ 5,000 per year

A director may not be a member of more than two committees nor chair more than one committee.

The Board of Directors requests that shareholders approve this proposal.

PROPOSAL 7-8: PROPOSALS TO REAPPOINT AS DIRECTOR MS. MARIA MARCED, AND TO ACKNOWLEDGE THE END OF THE MANDATES OF MSSRS HUBERT DE PESQUIDOUX AND YVES MAITRE

The Board of Directors proposes that Ms.Maria Marced be renewed as a member of the Board of Directors. If elected, Ms. Marced will be appointed for a term of three years, which will expire at the conclusion of the ordinary general shareholders’ meeting that will be held in 2029.

Ms. Marced has already given notice that she would accept this position.

The Board of Directors also acknowledges the end of the terms of the mandates of Mssrs. Hubert de Pesquidoux and Yves Maitre as of the date of this shareholder meeting and thanks them for their service. In an effort to reduce the size of the board, no new board members are being proposed to replace Mssrs. de Pesquidoux and Maitre.

The Board of Directors requests that shareholders approve these proposals.

PROPOSAL 9: APPOINTMENT OF THE STATUTORY AUDITOR

The Board of Directors notes that the French legally-required six-year audit term of the Company’s statutory auditor, Ernst & Young Audit, expires at this annual ordinary general shareholders’ meeting and proposes to appoint Forvis Mazars S.A. as statutory auditor for a term of office of six (6) years which shall expire at the conclusion of the annual ordinary general shareholders’ meeting convened to approve the financial statements for the year ended December 31, 2031.

The Board of Directors requests that shareholders approve this proposal.

EXTRAORDINARY MATTERS

PROPOSAL 10: ISSUANCE OF STOCK SUBSCRIPTION WARRANTS TO SUBSCRIBE UP TO 25,000,000 ORDINARY SHARES (REPRESENTING, TO DATE, 250,000 ADS)– REVOCATION OF SHAREHOLDER'S PREEMPTIVE SUBSCRIPTION RIGHTS IN FAVOR OF MS. MARIA MARCED AND MSSRS. JASON COHENOUR, WESLEY CUMMINS, RICHARD NOTTENBURG, AND ZVI SLONIMSKY

The Board of Directors proposes issuing 5,000,000 stock warrants (representing 50,000 ADS at the current share/ADS ratio) to each of the non-executive directors permitted to receive director compensation (i.e., a total of 25,000,000 stock warrants):


Beneficiaries	Stock Warrants	Total Subscription Price
Ms. Maria Marced Martin	5,000,000 stock warrants	€5.00
Mr. Jason Cohenour	5,000,000 stock warrants	€5.00
Mr. Wesley Cummins	5,000,000 stock warrants	€5.00
Mr. Richard Nottenburg	5,000,000 stock warrants	€5.00
Mr. Zvi Slonimsky	5,000,000 stock warrants	€5.00
Total	25,000,000 stock warrants	€25.00

The number of warrants proposed is based on a review of the equity compensation of members of the boards of directors of a selection of comparable companies, and takes into consideration that there was no increase in cash compensation in over ten years.

The subscription price for each stock warrant will be set at €0.000001, or a total of €5.00 per block of 5,000,000 warrants, and each warrant will confer the right to purchase one new ordinary share with a par value of €0.01 for a period of ten (10) years, with an exercise price per ordinary share equal to 1/100th the closing price of the Company’s ADSs on the NYSE on the issue date. Provided each non-executive director still holds the office of director or is a member of the board strategic advisory committee on the anniversary date, all of the stock warrants for which he subscribes may be exercised beginning on the first anniversary of the date they are granted by the ordinary and extraordinary general shareholders’ meeting.

Under French law, free shares may only be issued to employees. The legal form of instrument which may be issued to members of the Board of Directors or other non-employees is a warrant. Warrants may not be granted free of charge but must be purchased at issuance at a set subscription price.

The Board of Directors requests that shareholders approve this proposal.

PROPOSALS 11-13: AUTHORIZATIONS TO BE GRANTED TO THE BOARD OF DIRECTORS TO ISSUE STOCK SUBSCRIPTION WARRANTS AND RESTRICTED FREE SHARES

The Board of Directors proposes that this general shareholders’ meeting authorize the renewal of the systems for granting restricted free shares to the Company’s employees and/or senior corporate officers, as well as the employees of the Company’s subsidiaries, and the renewal of the system for granting stock subscription warrants to non-employee external partners.

The issuances of stock subscription warrants and restricted free shares will be subject to an overall ceiling of 150,000,000 new shares with a par value of €0.01, representing 1,500,000 ADS and approximately 10% of the outstanding capital of the Company. The Board considers that this amount is necessary in order to attract and retain key personnel.

Each restricted free share will be granted free of charge and will permit the beneficiary thereof to acquire one new ordinary share with a par value of €0.01, provided the beneficiary complies with the requirements for time spent with the Company or other vesting requirements.

Stock subscription warrants may be granted to the Company’s non-employee external partners (independent consultants, etc.) who contribute to the Company’s expansion and success and must be subscribed by the beneficiary at a price of €0.000001per warrant at the time of grant. The stock subscription warrant then entitles the beneficiary thereof to acquire one new ordinary share with a par value of €0.01 for a period of ten (10) years at a fixed exercise price. The exercise price for an ordinary share will be equal to 1/100th the closing price of the Company’s ADSs on the NYSE on the date the stock subscriptions warrants are granted by the Board of Directors.

The authorization to the Board of Directors to grant restricted free shares will terminate thirty-eight (38) months after the date of the authorization granted by this general shareholders’ meeting. The authorization to the Board of Directors to grant stock subscription warrants will terminate eighteen (18) months after the date of the authorization granted by this general shareholders’ meeting. These periods are the maximum allowed under French law.

The Board of Directors requests that shareholders approve these proposals.

PROPOSAL 14: DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO CARRY OUT ONE OR MORE CAPITAL INCREASES UP TO A MAXIMUM NOMINAL AMOUNT OF €7,500,000 BY ISSUING SHARES AND/OR SECURITIES THAT CONFER RIGHTS TO THE COMPANY'S EQUITY AND /OR SECURITIES THAT CONFER THE RIGHT TO AN ALLOTMENT OF DEBT SECURITIES, RESERVED TO SPECIFIC CLASSES OF PERSONS, AND REVOCATION OF PREEMPTIVE SUBSCRIPTION RIGHTS IN FAVOR OF SUCH CLASSES, AND TO AMEND THE TERMS OF ANY DEBT SECURITIES ISSUED UNDER THIS OR PRIOR DELEGATIONS AUTHORIZED BY THE SHAREHOLDERS

The Board of Directors proposes that it be granted a delegation of authority to increase capital of the Company up to a maximum limit of €7,500,000 nominal value in order to be able to effect one or more transactions such as acquisitions, asset purchases, financing or other strategic transactions. The nominal value of €7,500,000 equates to 7,500,000 ADS at the current ratio.

Pursuant to this delegation of authority, the duration of which would be set at eighteen (18) months, the maximum allowed by French law, the Board of Directors would be authorized to decide to increase the Company’s capital, on one or more occasions, at opportune times, by issuing ordinary shares or securities that confer equity rights or securities that confer the right to an allotment of equity rights. The Board would also have the right to amend convertible debt agreements which were issued under the authority granted by this or any prior shareholder meeting.

The maximum increases of nominal of capital that may be carried out pursuant to this delegation of authority would be €7,500,000 (or the equivalent of this amount in any other currency that is legal tender), and the maximum nominal amount of convertible debt that may be issued would be set at €15,000,000 (or the equivalent thereof in any foreign currency).

The issue prices of the securities that may be issued pursuant to this delegation of authority will be set in accordance with market practices such as, for example, by reference to the price quoted on the NYSE.

The Board of Directors is requesting this authorization in order to provide flexibility to the Company, for example, in the event of strategic partnership transactions in which the partner wishes to take a minority interest in the Company.

The Board of Directors requests that shareholders approve this proposal.

PROPOSAL 15: WRITTEN CONSULTATION AND VOTING BY CORRESPONDENCE OF DIRECTORS

A recent change in French law allows for board decisions to be made via written consultation provided that the by-laws explicitly allow such a process.

The Board of Directors therefore proposes to modify the Company’s by-laws to allow for decisions of the Board of Directors to be taken by written consultation of the directors, including by electronic means, and outside any meeting of the Board of Directors, provided that any member of the Board of Directors may object to the use of this procedure for any such decision thereby provoking a formal meeting of the Board of Directors.

The Board of Directors requests that shareholders approve this proposal.

PROPOSAL 16: AUTHORITY TO BE DELEGATED TO THE BOARD OF DIRECTORS TO DECIDE TO INCREASE STATED CAPITAL BY ISSUING SHARES RESERVED FOR EMPLOYEES, AND REVOCATION OF PREEMPTIVE SUBSCRIPTION RIGHTS IN FAVOR OF SUCH EMPLOYEES

Article L. 225-129-6 of the French Commercial Code provides: “At the time of any decision to increase stated capital in consideration for cash contributions, except if the capital increase results from a prior issue of securities that confer equity rights, an extraordinary general meeting shall vote on a draft resolution proposing a capital increase carried out in accordance with the requirements of Articles L. 3332-18 to L. 3332-24 of the French Labor Code.”

In order to comply with these legal provisions, the Board of Directors notes that as a result of the capital authorization proposals described above being submitted to an extraordinary general shareholders’ meeting, the Board of Directors is required by French law to submit to said general shareholders’ meeting a proposal to carry out a capital increase for cash reserved to the Company’s employees, even though the Board of Directors is already proposing stock option and restricted share plans for the benefit of the Company’s employees.

The Board of Directors therefore proposes that the general shareholders’ meeting delegate to the Board of Directors its authority to decide to increase stated capital, on one or more occasions, up to a maximum of 3% of stated capital on the date of the Board of Directors’ decision, by issuing shares or securities that confer equity rights, reserved to members of one or more employee savings plans (or any other membership plan for which applicable statutory and regulatory provisions permit reserving a capital increase under equivalent conditions) that may be set up within all or some of the French and foreign companies within the Company’s consolidation scope or combination of accounts, with the right to subdelegate such authority in accordance with legal requirements.

The duration of this delegation of authority would be set at eighteen (18) months.

The issue price of the new shares or securities that confer equity rights would be determined in accordance with applicable statutory and regulatory requirements.

The Board of Directors is not in favor of the adoption of this proposal since other proposals already provide mechanisms for employee share ownership. The Board of Directors requests that shareholders DO NOT approve this proposal.

PROPOSAL 17: POWERS FOR FORMALITIES

The Board of Directors proposes that the general shareholders’ meeting grant full powers to the bearer of the original, an excerpt or a copy of the minutes from such meeting for the purpose of performing all publication, filing and other formalities related to the finalization of the decisions taken by this general shareholders’ meeting.

The Board of Directors requests that shareholders approve this proposal.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SEQUANS COMMUNICATIONS S.A. (Registrant)

Date: May 26, 2026

By:

/s/ Deborah Choate

Deborah Choate

Chief Financial Officer

EXHIBIT INDEX

The following exhibit is filed as part of this Form 6-K:




Exhibit			Description

99.1			Resolutions submitted to the Ordinary General Meeting and Extraordinary Meeting of Shareholders on June 30, 2026

99.2			Sample proxy card for use in connection with the Ordinary General Meeting and Extraordinary Meeting of Shareholders on June 30, 2026

AGENDA FOR THE ORDINARY AND EXTRAORDINARY

GENERAL SHAREHOLDERS’ MEETING OF SEQUANS COMMUNICATIONS S.A. (the “Company”)

TO BE HELD ON JUNE 30, 2026

Ordinary Matters

1. Approval of the statutory financial statements for the year ended December 31, 2025.

2. Approval of the consolidated financial statements for the year ended December 31, 2025.

3. Correction of the third resolution of the combined general meeting of June 30, 2025 – allocation to the legal reserve

4. Allocation of net loss for the year ended December 31, 2025.

5. Related-party agreements.

6. Approval of the compensation plan for non-executive directors.

7. Renewal of Ms. Maria Marced as director.

8. Acknowledgement of end of terms of Mr. Hubert de Pesquidoux and Mr. Yves Maitre as directors.

9. Appointment of the statutory auditor

Extraordinary Matters

15. Amendment of the by-laws to permit written consultation and voting by correspondence of directors.

17. Powers and formalities.

RESOLUTIONS

I. ORDINARY MATTERS

FIRST RESOLUTION

Approval of the statutory financial statements for the year ended December 31, 2025

The general shareholders’ meeting, voting in compliance with the quorum and majority requirements for ordinary general shareholders’ meetings, having heard the Board of Directors’ management report, the corporate governance report and the statutory auditor’s general report, approves the statutory financial statements for the year ended December 31, 2025, which report a loss of €46,221,912 for the Company.

The general shareholders’ meeting also approves the transactions reported in those financial statements or summarized in those reports.

The general shareholders’ meeting acknowledges and approves, pursuant to Article 223 quater of the French General Tax Code, the expenses and charges corresponding to the expenses of Article 39-4 of said code and referred to in said annual accounts.

SECOND RESOLUTION

Approval of the consolidated accounts for the year ended December 31, 2025

The general shareholders’ meeting, voting in compliance with the quorum and majority requirements for ordinary general shareholders’ meetings, having heard the Board of Directors’ management report, the corporate governance report and the statutory auditor’s general report, approves the consolidated accounts for the year ended December 31, 2025, which report a consolidated loss of US$109,278,706.

The general shareholders’ meeting also approves the transactions reported in those financial statements or summarized in those reports.

THIRD RESOLUTION

Correction of the third resolution of the June 30, 2025 shareholders’ meeting

The general shareholders’ meeting, voting in compliance with the quorum and majority requirements for ordinary general shareholders’ meetings, having heard the Board of Directors’ management report, resolves to regularize the allocation of the profit for the financial year ended 31 December 2024, as carried out pursuant to the third resolution of the Combined General Meeting of June 30, 2025, by allocating an amount of EUR 251,408.82 to the legal reserve — representing 5% of the profit generated during said financial year, after offsetting against the negative balance of the “retained earnings” account, and within the limit of 10% of the Company’s share capital — such amount to be deducted from the credit balance of the “retained earnings” account, which shall thereafter be set at €30,972,799.31.

FOURTH RESOLUTION

Allocation of net loss for the year ended December 31, 2025

The general shareholders’ meeting, voting in compliance with the quorum and majority requirements for ordinary general shareholders’ meetings, having heard the Board of Directors’ management report, resolves to allocate in full the loss for the year ended December 31, 2025 and amounting to €46,221,912 to the “Retained Earnings” account, which as a result shows a balance of €-14,997,704.

The general shareholders’ meeting also acknowledges that no dividends have been distributed during the preceding three fiscal years.

FIFTH RESOLUTION

Related-party agreements

The general shareholders’ meeting, voting in compliance with the quorum and majority requirements for ordinary general shareholders’ meetings (shareholders directly or indirectly interested in any of said agreements not taking part in the vote), having heard the statutory auditor’s special report on related-party agreements referred to in Article L. 225-40 of the French Commercial Code, approves such report.

SIXTH RESOLUTION

Approval of the compensation plan for non-executive directors

The general shareholders’ meeting, voting in compliance with the quorum and majority requirements for ordinary general shareholders’ meetings, having heard the Board of Directors’ management report, resolves, in accordance with Article L. 225-45 of the French Commercial Code, to set, with effect from the financial year commencing on January 1, 2026, at US$ 152,000 per year the maximum amount to be distributed among the members of the Board of Directors, in respect of their activity, until a new general shareholders’ meeting decides otherwise.

The general shareholders’ meeting further resolves that directors’ fees so distributed shall be allocated among such members of the Board of Directors who are not prevented by their own employment contracts from receiving payment as follows:

(i)Each non-executive director will receive directors’ fees as follows:

–Base directors’ fees US$ 20,000 per year

–Additional directors’ fees paid in consideration

for a director’s membership on certain committees

. Member of the Audit Committee US$ 6,000 per year

. Chair of the Audit Committee US$ 12,000 per year

. Member of the Compensation Committee US$ 4,500 per year

. Chair of the Compensation Committee US$ 9,000 per year

. Member of the Governance Committee US$ 2,500 per year

. Chair of the Governance Committee US$ 5,000 per year

A non-executive director may not be a member of more than two committees nor chair more than one committee.

(ii)Each non-executive director may be reimbursed for reasonable travel expenses, upon presentation of receipts.

SEVENTH RESOLUTION

Renewal of Ms. Maria Marced as director

resolves to renew the appointment of Ms. Maria Marced as a director of the Company, for a new term of office of three (3) years which shall expire at the conclusion of the annual ordinary general shareholders’ meeting convened to approve the financial statements for the year ended December 31, 2028.

Ms. Marced has already given notice that she would accept the office to which she has just been appointed and has represented that she does not hold any other office with other companies in France that would prevent her from accepting said duties.

EIGHTH RESOLUTION

Acknowledgement of the end of the terms of Mr. Hubert de Pesquidoux and Mr. Yves Maitre as director

The general meeting, voting in compliance with the quorum and majority requirements for ordinary general shareholders’ meetings, having heard the Board of Directors’ management report,

Acknowledges that the terms of Mr. Hubert de Pesquidoux and Mr. Yves Maitre as director come to an end at the conclusion of this meeting.

NINTH RESOLUTION

Appointment of the statutory auditor

resolves to approve the appointment of Forvis Mazars S.A. as statutory auditor of the Company, for a new term of office of six (6) years which shall expire at the conclusion of the annual ordinary general shareholders’ meeting convened to approve the financial statements for the year ended December 31, 2031.

II. EXTRAORDINARY MATTERS

TENTH RESOLUTION

Issuance of stock subscription warrants to subscribe up to 25,000,000 ordinary shares (representing, to date, 250,000 ADS)– establishing the conditions for exercising the stock warrants and adoption of an issuance agreement - Revocation of shareholders’ preemptive subscription rights in favor of Ms. Maria Marced Martin and Messrs. Jason Cohenour, Wesley Cummins, Richard Nottenburg, and Zvi Slonimsky – Delegation of authority to the Board of Directors.

Having regard to Articles L. 225-129 and L. 228-91 et seq. of the French Commercial Code:

1.) Resolves to issue stock subscription warrants to subscribe up to 25,000,000 ordinary shares (representing, to date, 250,000 American depositary shares or ADS of the Company) (hereinafter, “A Warrants”) for a price of €0.000001 each, i.e., a total amount of €25.00.

2.) Resolves that at the time of subscription, the purchase price of the A Warrants must be paid in full either in cash, by wire transfer to any of the bank accounts opened in the Company’s name or setoff against a claim held against the Company for directors’ fees.

3.) Resolves that subscriptions will be accepted from June 30, 2026 until July 10, 2026, inclusive, at the Company’s principal office. Payments must be made within a period of ten (10) days following the subscription.

4.) Resolves that each A Warrant shall entitle the holder thereof to acquire one new ordinary share of the Company with a par value of €0.01 (hereinafter, “New Share”).

5.) Resolves to delegate to the Board of Directors the power to certify the exercise price of the A Warrants, with the right to subdelegate such power in accordance with applicable laws and regulations. Such exercise price shall be equal to 1/100th of the closing price of the Company ADS on the New York Stock Exchange on this 30th day of June 2026.

6.) Resolves that the New Shares subscribed by exercising the A Warrants shall be subscribed for and paid in full at the time of the subscription, in cash or by setoff against a claim held against the Company. These New Shares shall be subject to all provisions of the Company’s bylaws and, if applicable, shall enjoy all rights pertaining to shares in that class, as of the date the capital increase is completed.

7.) Authorizes the Board of Directors to increase the share capital by a maximum nominal amount of €250,000.00, which, on the basis of the issuance of 25,000,000 New Shares with a par value of €0.01 each, corresponds to the exercise of 25,000,000 A Warrants.

8.) Resolves to approve the terms and conditions governing the A Warrants, as set forth in the form of A Warrants issuance agreement (hereinafter, “A Warrants Issuance Agreement”) appended to these resolutions as Attachment 1, and adopts all provisions of said A Warrants Issuance Agreement, which provide inter alia that the period during which the A Warrants may be exercised shall expire ten (10) years from the date of issuance, i.e., June 30, 2036.

9.) Resolves to set as follows the vesting conditions for the A Warrants, the subscription of 5,000,000 A Warrants (giving access to 5,000,000 ordinary shares upon exercise, representing, to date, 50,000 ADS) each being reserved for Ms. Maria Marced Martin and Messrs. Jason Cohenour, Wesley Cummins, Richard Nottenburg, and Zvi Slonimsky, described in detail in the A Warrants Issuance Agreement, being specified that:

–the A Warrants will vest on the first anniversary of their issuance, i.e., June 30, 2027, provided that the beneficiary still is a Director or is member of the Strategic Advisory Board on that date;

–and fully vested A Warrants may be exercised at any time without restriction until June 30, 2036.

10.) Acknowledges and confirms, to the extent necessary, that in accordance with Article L. 225-132 of the French Commercial Code, the decision of this shareholders’ meeting to issue the A Warrants constitutes an automatic waiver by the shareholders, in favor of the holder of the A Warrants, of their preemptive subscription right to the shares that may be subscribed by exercising and presenting such A Warrants. Said waiver shall accrue in favor of the holder of the A Warrants on the date they are exercised.

11.) Resolves that the holder of the A Warrants shall benefit from the protections afforded by applicable laws and regulations to holders of A Warrants, in accordance with the requirements prescribed for this class of securities that confer equity rights, and as set forth in the A Warrants Issuance Agreement.

12.) In consequence of the foregoing, the shareholders’ meeting delegates to the Board of Directors full powers to carry out the increase of the share capital resulting from the exercise of the A Warrants, and in particular to:

(i) inform the beneficiaries of the A Warrants, collect the subscription price for said A Warrants and perform all necessary formalities;

(ii) carry out the increase of the share capital resulting from the exercise of the A Warrants and, in particular, to:

- collect the subscriptions and the payments of the price of the shares issued pursuant to the exercise of these A Warrants;

- if applicable, certify, at any time or at the first Board of Directors’ meeting following the end of each year, the number and par value of the shares subscribed by the holders of A Warrants and the corresponding capital increases;

- make the necessary amendments to the Company’s bylaws and perform all necessary formalities;

- take in due course all measures that may be necessary to preserve the rights of the holders of A Warrants in the cases prescribed by law and in accordance with the requirements of the A Warrants Issuance Agreements. However, during the entire period of validity of the A Warrants, the Company shall be entitled (i) to change its legal form or corporate purposes without obtaining the prior authorization of the A Warrants holders and (ii) to amend the rules for distributing profits, redeem its capital and create preferred shares that result in such amendment or redemption, provided it is authorized to do so in accordance with the requirements of Article L. 228-103 of the French Commercial Code and that, in consequence thereof, the Company takes the measures necessary to preserve the holders’ rights, in compliance with applicable laws and regulations; and

- in general, enter into all agreements, take all measures, perform all formalities with respect to the issuance, successful issue and financial servicing of the shares issued pursuant to this authorization and make all corresponding amendments to the Company’s bylaws as well as performing all necessary formalities in order to allow the Company shares to be issued hereunder to be traded on the New York Stock Exchange in the form of ADS.

13.) Resolves to revoke the shareholders’ preemptive subscription rights provided by Article L. 225-132 of the French Commercial Code and to reserve to Ms. Maria Marced Martin the subscription for 5,000,000 A Warrants.

14.) Resolves to revoke the shareholders’ preemptive subscription rights provided by Article L. 225-132 of the French Commercial Code and to reserve to Mr. Jason Cohenour the subscription for 5,000,000 A Warrants

15.) Resolves to revoke the shareholders’ preemptive subscription rights provided by Article L. 225-132 of the French Commercial Code and to reserve to Mr. Wesley Cummins the subscription for 5,000,000 A Warrants.

16.) Resolves to revoke the shareholders’ preemptive subscription rights provided by Article L. 225-132 of the French Commercial Code and to reserve to Mr. Richard Nottenburg the subscription for 5,000,000 A Warrants.

17.) Resolves to revoke the shareholders’ preemptive subscription rights provided by Article L. 225-132 of the French Commercial Code and to reserve to Mr. Zvi Slonimsky the subscription for 5,000,000 A Warrants.

18.) Lastly, resolves that, within fifteen (15) days from this general shareholders’ meeting, the Board of Directors shall prepare an additional report on the exact impact of the issuance of the A Warrants on the position of holders of shares or equity securities, on the basis of the exercise price set by the Board of Directors, or pursuant to a subdelegation in accordance with applicable laws and regulations. Such price shall be reported to the next general shareholders’ meeting.

ELEVENTH RESOLUTION

Authority delegated to the Board of Directors to issue stock subscription warrants reserved to a specific class of persons and revocation of shareholders’ preemptive subscription rights in favor of such class

The general shareholders’ meeting, voting in compliance with the quorum and majority requirements for extraordinary general shareholders’ meetings, having heard the Board of Directors’ report and the statutory auditor’s report, acting in accordance with Articles L. 225-129-2, L. 225-138 and L. 228-91 et seq. of the French Commercial Code:

1.) Delegates to the Board of Directors its authority to issue, when it deems appropriate, stock subscription warrants (“Partner Warrants”), on one or more occasions, for a price of €0.00001 each.

2.) Resolves that the Partner Warrants issued pursuant to this delegation shall not confer the right to acquire a total number of shares greater than one hundred fifty million (150,000,000) shares with a par value of €0.01, and further subject to the overall limit set forth in the THIRTEENTH resolution.

3.) Resolves that each Partner Warrant shall entitle the beneficiary thereof to acquire one new ordinary share with a par value of € 0.01 (hereinafter, “New Share”) at the market value of the Company’s shares, as determined on the date the Board

of Directors actually grants the Partner Warrants, and delegates to the Board of Directors the power to certify the exercise price, with the right to subdelegate such power in accordance with applicable laws and regulations. Such exercise price shall be equal to 1/100th of the closing price of the Company ADS on the New York Stock Exchange on the date said Partner Warrants are actually granted.

4.) Resolves that the Partner Warrants must be exercised within a period of ten (10) years from the date they are issued, and that they shall cease to be valid after such date.

5.) Resolves that the New Shares subscribed by exercising the Partner Warrants shall be subscribed and paid in full, in cash, at the time of the subscription or by setoff against a claim held against the Company. Such New Shares shall be subject to all provisions of the Company’s bylaws applicable to shares of the same class and shall enjoy all rights pertaining thereto as of the date the capital increase is completed.

6.) Notes that this decision automatically constitutes an express waiver in favor of the beneficiaries of these Partner Warrants, by the shareholders, of their preemptive subscription rights to the shares that will be issued as said Partner Warrants are exercised. The increase in the share capital resulting from the exercise of the Partner Warrants shall be definitively completed merely as the result of a statement that the Partner Warrants are being exercised, accompanied by the New Shares subscription form and payment of the New Shares subscription price.

7.) Resolves, pursuant to Article L. 225-138 of the French Commercial Code, to revoke the preemptive subscription rights afforded by Article L. 225-132 of the aforementioned Code in favor of persons who meet the characteristics specified below, and who are selected by the Board of Directors:

•the Company’s external partners (independent consultants, etc.) who contribute to the Company’s expansion and success.

8.) Confers full powers on the Board of Directors to implement this delegation and, in particular, to:

–determine the beneficiaries of the Partner Warrants, in compliance with applicable laws and regulations;

–determine the exercise price for these Partner Warrants in accordance with the procedures established by this general shareholders’ meeting;

–determine the dates and conditions necessary for exercising the Partner Warrants, including - but not limited to - status of contractual relationship with the Company, as well as individual or collective performance criteria;

–determine the procedure by which the rights of the holders of the Partner Warrants will be preserved, in particular by an adjustment, in the event the Company carries out any transaction while the Partner Warrants are still valid that can be carried out only by preserving the rights of said holders;

–inform the holders of the Partner Warrants, collect the subscriptions and payments of the price of the New Shares issued pursuant to the exercise of these Partner Warrants and certify completion of the corresponding capital increases; and

–in general, enter into all agreements, take all measures, perform all formalities with respect to the issue, successful issue and financial servicing of the shares issued pursuant to this delegation and make all corresponding amendments to the Company’s bylaws as well as performing all necessary formalities in order to allow the Company shares to be issued hereunder to be traded on the New York Stock Exchange in the form of ADS.

9.) Lastly, points out that, in accordance with Article R.225-116 of the French Commercial Code, within a period of fifteen (15) days following each use of this delegation of authority, the Board of Directors shall prepare an additional report describing the definitive terms of the transactions carried out pursuant to this resolution. Such additional report shall be provided to the next general shareholders’ meeting.

10.) Sets at eighteen (18) months, as of the date of this general shareholders’ meeting, the period of validity of this delegation.

11.) Acknowledges that, as of this date, this delegation of authority abrogates the unused portion, if any, of any prior delegation of authority for the same purpose, i.e., any authority delegated to the Board of Directors to issue Partner Warrants reserved to a specific class of persons and revoke shareholders’ preemptive subscription rights in favor of the holders of such Partner Warrants.

TWELVTH RESOLUTION

Authorization given to the Board of Directors to grant restricted free shares to employees and management of the Company and of its subsidiaries, and revocation of shareholders’ preemptive subscription rights in favor of the beneficiaries of such restricted free shares ; conditions attached to such authorization; powers to be granted to the Board of Directors

The general shareholders’ meeting, voting in compliance with the quorum and majority requirements for extraordinary general shareholders’ meetings, having heard the Board of Directors’ report and the statutory auditor’s report, acting in accordance with Articles L. 225-197-1 through L. 225-197-6 of the French Commercial Code:

1.) Authorizes the Board of Directors to issue, when it deems appropriate, restricted free shares, on one or more occasions, to the employees of the Company’s subsidiaries, as well as to the Company’s employees and corporate officers.

2.) Resolves that the restricted free shares granted pursuant to this authorization shall not confer the right to acquire a total number of shares greater than one hundred fifty million (150,000,000) shares with a par value of €0.01, and further subject to the overall limit set forth in the THIRTEENTH resolution.

3.) Authorizes the Board of Directors to issue such shares by an incorporation of reserves, additional paid-in capital or retained earnings in an amount equal to the nominal value of the restricted free shares granted.

4.) Notes that this decision automatically constitutes an express waiver in favor of the beneficiaries of the restricted free shares, by the shareholders, of their preemptive subscription rights.

5°) Resolves that the allocation of shares will become definitive, subject to compliance with any conditions or criteria which may be set by the Board of Directors, only at the end of a vesting period, the duration of which will be set by the Board of Directors, it being understood that this period may not be less than one (1) year, and that, where applicable, beneficiaries will be required to keep the said shares for the period set by the Board of Directors, if applicable, it being understood that the combined vesting and retention periods may not be less than two (2) years.

6.) Confers full powers on the Board of Directors to implement this authorization and, in particular, to:

–determine the beneficiaries of the restricted free shares, in compliance with laws and regulations, as well as the number to be granted to each beneficiary;

–resolve to increase, as appropriate, the minimum vesting periods required by law in the context of the current authorization;

–determine the conditions and criteria for the grant of restricted free shares, such as, without limitation, seniority, work contract valid during the vesting period, and any other financial condition or condition for individual or collective performance;

–determine that vesting may be accelerated in the event of long-term disability:

–determine a period during which the vested shares may not be sold;

–register the restricted free shares in the shareholder register, indicating the vesting periods;

–account for the nominal value of the restricted free shares issued;

–create a restricted reserve for the amount of the nominal value;

–determine the procedure by which the rights of the beneficiaries of the restricted free shares will be preserved, in particular by an adjustment, in the event the Company carries out any transaction while the restricted free shares are unvested that can be carried out only by preserving the rights of said beneficiaries; and

–in general, to enter into all agreements, take all measures, perform all formalities with respect to the issuance, successful issue and financial servicing of the shares issued pursuant to this authorization and make all corresponding amendments to the Company’s bylaws as well as performing all necessary formalities in order to allow the Company shares to be issued hereunder to be traded on the New York Stock Exchange in the form of ADS.

In accordance with the provisions of Article 225-197-4 of the French Commercial Code, each year, at the ordinary general shareholders’ meeting, the Board of Directors shall inform the shareholders in a special report of the transactions carried out pursuant to this resolution.

7.) Sets at thirty-eight (38) months, as of the date of this general shareholders’ meeting, the period of validity of this authorization.

8.) Acknowledges that, as of this date, this delegation of authority abrogates the unused portion, if any, of any prior delegation of authority for the same purpose, i.e., any authority delegated to the Board of Directors to grant restricted free shares to employees or executive management.

THIRTEENTH RESOLUTION

Setting an overall ceiling of 150,000,000 ordinary shares (representing, to date, 1,500,000 ADS) for issues of company stock subscription options, stock subscription warrants and restricted free shares granted pursuant to resolutions 11 and 12 of this general shareholders’ meeting

The general shareholders’ meeting, voting in compliance with the quorum and majority requirements for extraordinary general shareholders’ meetings, having heard the Board of Directors’ report,

Sets the maximum number of new shares that may be issued pursuant to the issuance authorizations or delegations that are the subject of the ELEVENTH and TWELVTH resolutions of this general shareholders’ meeting at one hundred fifty million (150,000,000) shares with a par value of € 0.01.

FOURTEENTH RESOLUTION

Authority delegated to the Board of Directors to carry out one or more capital increases up to a maximum nominal amount of €7,500,000 by issuing shares and/or securities that confer rights to the Company’s equity and/or securities that confer the right to an allotment of debt securities, reserved to specific classes of persons, and revocation of preemptive subscription rights in favor of such classes, and to amend the terms of any debt securities issued under this or prior delegations authorized by the shareholders

The general shareholders’ meeting, voting in compliance with the quorum and majority requirements for extraordinary general shareholders’ meetings, having heard the Board of Directors’ report and the statutory auditor’s report, in accordance with the provisions of Articles L. 225-129-2, L. 225-135-1, L. 225-138 and L. 228-91 et seq. of the French Commercial Code:

1.) Delegates to the Board of Directors its authority for the purpose of carrying out one or more capital increases, of the size and at the times in its discretion, in euros, any other currency or a monetary unit established with reference to several currencies, by issuing ordinary shares (to the exclusion of preferred shares) or securities that confer rights to the Company’s equity (including warrants or pre-funded warrants) or securities that confer the right to an allotment of debt securities, issued for consideration or free of charge; it being specified that the subscriptions for shares and other securities may be made for cash or by a setoff against claims and shall be paid in full at the time of the subscription.

2.) Resolves that this delegation of authority may only be used to finance the growth of the Company including, for example, acquisitions of companies or business activities, and in general any financing for the development of the Company.

3.) Resolves that the maximum nominal amount of capital increases that may be carried out, immediately or in the future, pursuant to this delegation of authority shall be seven million five hundred thousand euros (€7,500,000) (or the equivalent of this amount in any other currency that is legal tender or in any unit of account established with reference to a set of currencies). Furthermore, if necessary, shall be added to this maximum nominal amount, the nominal amount of additional shares to be issued in order to preserve the rights of holders of securities that confer rights to the Company’s equity, in accordance with law and applicable contractual provisions.

4.) Resolves that the Board of Directors may increase the number of securities to be issued in the event of a share capital increase by virtue of issues carried out pursuant to this resolution, at the same price as that used for the initial issue, in accordance with applicable laws and regulations on the issuance date (to date, within thirty (30) days from the closing of the subscription period and within the limit of 15% of the initial issue), in particular with a view to granting an over-allotment option in accordance with market practices.

5.) Resolves that the maximum nominal amount of debt instruments that represent claims against the Company that may be issued, directly or indirectly, immediately or in the future, pursuant to this delegation of authority shall be fifteen million euros (€15,000,000) (or the equivalent of this amount in any other currency that is legal tender or in any unit of account established with reference to a set of currencies).

6.) Resolves to revoke the shareholders’ preemptive right to subscribe for the securities that are the subject of this delegation in favor of:

- any industrial partner that has a similar, complementary or related business to that of the Company;

- or institutional or strategic investors

(i)that have, as the case may be, the status of Qualified Institutional Buyers or Institutional Accredited Investors within the meaning of U.S. law, of qualified investors within the meaning of Regulation (EU) 2017/1129 of 14 June 2017 or an equivalent status under the rules applicable in its country of incorporation;

(ii)and that invest in companies with high growth potential and have a certain number of significant references making investments in small/mid cap equities;

- or any institution that acts as a depository in connection with any offering by the Company of American Depositary Shares (“ADS”) registered with the Securities and Exchange Commission;

- or any French or foreign investment services providers, or any foreign institution with an equivalent status, likely to guarantee the completion of an issue intended to be placed with the persons referred to in the sub-paragraphs above or within

the framework of the implementation of an equity or bond line and, within this framework, to subscribe to the securities issued in relation thereto.

7.) Acknowledges the fact that this delegation of authority automatically constitutes an express waiver in favor of the holders of securities that confer rights to the Company’s equity that may be issued pursuant to this resolution, by the shareholders, of their preemptive right to subscribe for the shares to which the securities will confer rights.

8.) Resolves that the issue price (or the amount of the consideration that the Company is to receive subsequently for each share to be issued in the event securities that confer rights to the Company’s equity are issued) will be set either (i) in accordance with market practices such as, for example, in the case of an underwritten deal or private placement by reference to the price obtained by comparing the number of securities offered for subscription with subscription requests made by investors, using “book-building” techniques as developed by professional practice in the market, or (ii) in accordance with objective share valuation methods that may be selected (including, if applicable, by reference to the price of the Company’s ADS on the New York Stock Exchange) and, if the Board of Directors deems necessary, with the assistance of independent valuation services.

9.) Sets at eighteen (18) months, as of the date of this general shareholders’ meeting, the period of validity of this delegation of authority.

10.) Resolves that the Board of Directors shall have full powers to implement this delegation of authority, with the right to subdelegate such powers in accordance with applicable laws and regulations, within the restrictions and subject to the conditions specified above and, in particular, to:

- draw up a list of beneficiaries within the classes described above that may subscribe for the securities issued and the number of securities to allot to each one, subject to the restrictions specified above;

- set the amount of the issue(s) that will be carried out pursuant to this delegation of authority and decide inter alia the issue price (in accordance with the price-setting conditions specified above) and the dates, deadlines, procedures and conditions applicable to the subscription, delivery and dated date of the securities, subject to applicable laws and regulations;

- more generally, determine the characteristics of all securities and, in particular, the terms and conditions for the allotment of shares, the duration of loans that may be issued in bond form, whether they are subordinated or not, the currency of issue, the terms of repayment of principal, with or without premium, the terms and conditions of redemption and, where applicable, of purchase, exchange or early redemption, the interest rates, fixed or variable, and the payment date;

- in the event of the issuance of warrants, determine the number and characteristics of such warrants and decide, if it sees fit, on the terms and conditions to be determined by it, that the warrants may be redeemed or repurchased, or that they may be allocated free of charge to shareholders in proportion to their interest in the share capital;

- if applicable, establish the procedures for exercising the rights pertaining to shares or securities that confer equity rights that are to be issued and, if applicable, establish the procedures for exercising inter alia conversion, exchange and redemption rights, including by delivering assets to the Company, such as securities already issued by the Company;

- collect the subscriptions and corresponding payments and certify completion of the capital increases up to the amount of shares subscribed, and make the corresponding amendment to the Company’s bylaws;

- pursuant to its sole initiative, set off the expenses of the capital increase(s) against the amount of the issue premium(s) generated thereby, and withdraw from such amount the sums necessary to increase the amount of the statutory reserve to one-tenth of the new amount of the share capital after each capital increase;

- provide for, if necessary, the suspension of the exercise of rights attached to shares or securities giving access to the share capital for a maximum period of three (3) months in accordance with applicable laws and regulations;

- decide and make all adjustments intended to take account of the impact of transactions on the Company’s capital, in particular, changes to the par value of shares, capital increases by capitalizing reserves, free allotments of shares, stock splits or reverse stock splits, distributions of reserves or any other assets, capital redemptions or any other transaction involving shareholders’ equity, and determine the procedures by which the rights of the holders of securities that confer equity rights will be preserved, if necessary; and

- in general, take all measures and perform all formalities of use with respect to the issuance and financial servicing of the securities issued pursuant to this delegation of authority and for exercising the rights pertaining thereto as well as perform

all necessary formalities in order to allow the Company shares to be issued hereunder to be traded on the New York Stock Exchange in the form of ADS.

11.) Resolves that by virtue of this delegation, and within its limits and subject to the provisions of Article L. 228-65 of the French Commercial Code, the Board of Directors shall also have the authority to amend the terms of any existing convertible debt which was previously issued by the Board of Directors acting under the delegation of authority consented by this or any other meeting of shareholders.

12.) Acknowledges that, as of this date, this delegation of authority abrogates the unused portion, if any, of any prior delegation of authority for the same purpose, it being specified, for the avoidance of doubt, that the delegations of authority provided for in the other resolutions submitted to this general shareholders’ meeting have all different purposes from this resolution and that the latter accordingly shall not abrogate any other resolution also adopted by this general shareholders’ meeting.

13.) Notes that in accordance with Article R.225-116 of the French Commercial Code, the Board of Directors will prepare, within fifteen (15) days of the use this delegation, a complementary report describing the final conditions of the transactions carried out pursuant to this resolution. Such report will be made available at the next shareholders meeting.

FIFTEENTH RESOLUTION

Written consultation and voting by correspondence of directors.

The general meeting, ruling under the quorum and majority conditions required for extraordinary general meetings, having reviewed the report of the Board of Directors,

Having regard to Article L.225-37, paragraph 3, of the French Commercial Code,

1.) Resolves that decisions of the Board of Directors may be taken by written consultation of the directors, including by electronic means, and outside any meeting of the Board of Directors, provided that any member of the Board of Directors may object to the use of this procedure;

2.) Resolves to authorize voting by correspondence, by post or electronically, provided that the voting form is received by the Board of Directors within three (3) days following its receipt by the relevant director;;

3.) Resolves to add a new Article 16 “Written consultation of the Board of Directors and voting by correspondence” to the Company’s bylaws :

“Article 16 – Written consultation of the Board of Directors and voting by correspondence

Decisions of the Board of Directors may also be taken by written consultation of the directors, including by electronic means, outside any meeting of the Board of Directors.

For this purpose, the Chairman sends each director, by any means of his/her choosing, including electronically (email), the written consultation containing (i) the text of the proposed resolutions, (ii) the documents necessary to inform the director, and (iii) a voting form that each director may return by any means, electronically (email) or by post. The form shall specify the deadline by which it must be received by the Board of Directors, such deadline being set at three (3) days following receipt of the voting form by each director. The returned form must include the director’s usual first and last names, as well as his/her signature, where applicable in electronic form.

The voting form enables each director to vote on each resolution, in the order set out in the written consultation, by indicating a vote in favor, a vote against, or an abstention; the form includes a space allowing the director to explain his/her position.”

4.) Resolves accordingly to renumber the subsequent articles of the bylaws.

SIXTEENTH RESOLUTION

Authority delegated to the Board of Directors to decide to increase the share capital by issuing shares reserved for employees and revocation of preemptive subscription rights in favor of such employees

with, firstly, the provisions of Articles L. 225-129-2, L. 225-129-6 and L. 225-138-1 of the French Commercial Code and, secondly, the provisions of Articles L. 3332-1 et seq. of the French Labor Code (Code du Travail):

1.) Delegates to the Board of Directors its authority to decide to increase the share capital, on one or more occasions, up to a maximum total number of shares equal to 3% of share capital on the date of the Board of Directors’ decision, by issuing shares or securities that confer equity rights, reserved to members of one or more corporate savings plans (or any other membership plan for which applicable laws and regulationspermit reserving a capital increase under equivalent conditions) that may be set up within the group comprised of the Company and the French or foreign companies within the Company’s consolidation scope or combination of accounts.

2.) Sets at twenty-six (26) months, as of the date of this shareholders’ meeting, the period of validity of this delegation of authority.

3.) Resolves that the issue price of the new shares or securities that confer equity rights shall be determined in accordance with applicable laws and regulations.

4.) Authorizes the Board of Directors to grant, free of charge, to the beneficiaries specified above, in addition to shares or securities that confer equity rights to be subscribed for cash, shares or securities that confer equity rights to be issued or already issued by way of substitution of all or part of the discount to the share subscription price, provided the benefit obtained from such allotment does not exceed applicable laws and regulations limits.

5.) Resolves to revoke, in favor of the beneficiaries specified above, the preemptive right of shareholders to subscribe for the securities that are the subject of this authorization. Furthermore, said shareholders shall waive all rights to the restricted free shares or securities that confer equity rights that may be issued pursuant to this resolution.

6.) Resolves that the Board of Directors shall have full powers to implement this delegation of authority, with the right to subdelegate such powers in accordance with applicable laws and regulations, within the limits and subject to the conditions specified above, for the purpose of setting the issuance and subscription conditions, certify completion of the resulting capital increases and make the corresponding amendments to the Company’s bylaws and, in particular, to:

–establish, in accordance with legal requirements, a list of companies whose employees, employees on early retirement and retired employees may subscribe for the shares or securities that confer equity rights thus issued and, if applicable, may be entitled to restricted free shares or securities that confer equity rights;

–decide that the subscriptions may be made directly or through corporate mutual funds or other structures or entities permitted by applicable laws and regulations;

–determine the conditions, in particular, seniority conditions, that the beneficiaries of the capital increases must meet;

–if applicable, set off the expenses of the capital increases against the amount of the issue premiums generated thereby, and withdraw from such amount the sums necessary to increase the amount of the statutory reserve to one-tenth of the new amount of stated capital as a result of such capital increases; and

–in general, enter into all agreements, take all measures, perform all formalities with respect to the issuance, successful issue and financial servicing of the shares issued pursuant to this authorization and make all corresponding amendments to the Company’s bylaws as well as performing all necessary formalities in order to allow the Company shares to be issued hereunder to be traded on the New York Stock Exchange in the form of ADS.

7.) Acknowledges that, as of this date, this delegation of authority abrogates the unused portion, if any, of any prior delegation of authority to the Board of Directors for the purpose of carrying out a capital increase reserved for employees, it being specified, for the avoidance of doubt, that the delegations of authority provided for under the other resolutions submitted to this general shareholders’ meeting have all different purposes from this resolution and that the latter accordingly shall not abrogate any other resolution also adopted by this general shareholders’ meeting .

SEVENTEENTH RESOLUTION

Powers and formalities

The general shareholders’ meeting grants full powers to the bearer of the original, an excerpt or a copy of these minutes for the purpose of performing all publication, filing and other necessary formalities.

Attachment 1

A Warrants Issuance Agreement

Dated June 30, 2026

(1) SEQUANS COMMUNICATIONS S.A. (the “Company”)

(2) THE HOLDER OF A WARRANTS

Summary

PREAMBLE: PRESENTATION OF THE ISSUANCE AGREEMENT

Title 1. SUBSCRIPTION AND FEATURES OF A WARRANTS

Article 1. Holder of A Warrants

Article 2. Allotment and subscription of A Warrants

Article 3. Features and period of validity of A Warrants – Conditions of exercise

Article 4. Setting of the subscription price for shares covered by the A Warrants

Article 5. Termination of the mandate of non-executive Board Member of the Company - Exceptions

Title 2. RIGHT OF EXERCISE – SUSPENSION – FORMALITIES – SHARES SUBSCRIBED

Article 6. Suspension of the rights to exercise the A Warrants

Article 7. Conditions of exercise of A Warrants

Article 8. Delivery and form of shares

Article 9. Rights and availability of shares

Title 3. REPRESENTATION OF HOLDERS - Protection – AMENDMENT OF THE ISSUANCE AGREEMENT

Article 10. Representation of Holders

Article 11. Protection of Holders – Rights of the Company

Article 12. Binding effect – Amendment of the issuance agreement – Term – Jurisdiction

WHEREAS:

In a decision taken on June 30, 2026, a combined general shareholders' meeting (the "CGM") of the Company voted in favour of the issuance of a total number of 25,000,000 stock warrants (“A Warrants”), at a subscription price of 0,000001 euro per A Warrant (i.e. 5.00 euros for 5,000,000 A Warrants), allocated as follows:

- Mr. Jason Cohenour 5,000,000 A Warrants

- Mr. Wesley Cummins 5,000,000 A Warrants

- Ms. Maria Marced Martin 5,000,000 A Warrants

- Mr. Richard Nottenburg 5,000,000 A Warrants

- Mr. Zvi Slonimsky 5,000,000 A Warrants

Each A Warrant subscribed gives the Holder the right to purchase one ordinary share of the Company at a fixed exercise price.

The CGM delegated to the Board of Directors the power (i) to record the exercise price equal to the closing market value on the issuance date of the A Warrants, (ii) to ascertain the completion of the capital increase relating to the subscription of the A Warrant, (iii) increase share capital by a maximum nominal amount of €25,000 with respect to 25,000,000 A Warrants, and subsequently (iv) to record the successive increases in share capital as a result of the exercise of the A Warrants, and to carry out all formalities required as a result thereof.

The Board of Directors, in their meeting of June 30, 2026, did record the exercise price and ascertain the increase of the share capital.

The CGM, having eliminated the preferred subscription right of shareholders to the A Warrants, fully reserved subscription of these A Warrants for the subscribers designated by the CGM.

The purpose of this A Warrants issuance agreement (the “Issuance Agreement”) is to define the terms and conditions governing the A Warrants issued to each Holder with a vesting period.

THE PARTIES AGREE AS FOLLOWS

Title 1. SUBSCRIPTION AND FEATURES OF A Warrants

Article 1. Holder of A Warrants

The Holder is a physical person being a non-executive member of the Company's Board of Directors, designated by the CGM.

The number of A Warrants allocated to each Holder is 5,000,000, as provided in the recitals.

Article 2. Allotment and subscription of A Warrants.

The A Warrants proposed to the Holders shall be subscribed at the price of 0.000001 euro per A Warrant (i.e. 5.00 euros for the 5,000,000 A Warrants allotted to each Holder), price which shall be paid on subscription, either by mean of a payment in cash or by way of a set-off with a debt.

The number of A Warrants allotted to Holder shall be indicated in an Individual Notification Letter sent to him/her by the Chairman; the subscription of such shall be done no later than 10 days from the receipt of the aforesaid letter, by returning to the Company

- the A Warrants subscription form duly signed,

- as well as a copy of this Issuance Agreement attached to said letter, after the Holder has duly executed said copies.

Failure to comply with this major formality within the applicable period – except in the event of Force Majeure - shall render the A Warrants issued immediately and automatically void.

Article 3. Features and period of validity of A Warrants – Conditions of exercise

Provided they are subscribed for by the Holder, A Warrants are granted for a period of 10 years as from June 30, 2026, date of their issuance by the CGM.

A Warrants will vest on the first anniversary of their issuance, i.e. June 30, 2026, provided that the Holder still is a Director or is a member of the Strategic Advisory Board on that date (the “Vesting Period”), and must be exercised within the aforementioned maximum period of 10 years. For the sake of clarity, the Holder is entitled to exercise at any time and without restriction all or part of his/her fully vested A Warrants as from June 30, 2026 until June 30, 2036 as documented in the Individual Notification Letter.

Exercising a A Warrant entitles the Holder to subscribe for one ordinary share of the Company’s share capital.

This number of shares cannot be modified during the A Warrants period of validity, except in the event of an adjustment in the subscription price and any other adjustments in accordance with applicable laws and regulations.

Any A Warrant that is not exercised by the expiry of the aforementioned 10-year period shall be null and void.

Article 4. Setting of the exercise price for shares covered by the A Warrants

The CGM decided that the exercise price for shares to be issued pursuant to an exercise of the A Warrants shall be equal, based on the current share/ADS ratio, to 1/100th of the closing price on the New York Stock Exchange of a Company ADS on June 30, 2026.

This subscription price – with respect to this A Warrants Issuance Agreement - is set in the amount of USD [.] per share (ADS); the counter value in Euros shall be determined on the exercise date of the A Warrants. The par value of each share is EUR 0.01.

This price may not be changed during the A Warrants period of validity, except in the event of adjustments in accordance with applicable laws and regulations.

Article 5. Termination of the mandate of non-executive Board member of the Company - Exceptions

5.1 In the event the Holder no longer holds his/her mandate as non-executive Board member of the Company on the first anniversary of issuance, the Holder shall lose any and all rights with regard to his/her A Warrants which shall all become null and void, subject to clause 5.2.

5.2 In the event the Holder, whose mandate as non-executive Board member of the Company is terminated for whatever reason, is appointed member of the Strategic Advisory Board on or before the date of termination of the aforesaid mandate, all rights with regard to his/her A Warrants shall remain in force as if the Holder was a Board member of the Company.

In the event the Holder no longer holds his/her position as member of the Strategic Advisory Board on the first anniversary of issuance, the Holder shall lose any and all rights with regard to his/her A Warrants which shall become null and void.

5.3. Notwithstanding the provisions of article 5.1 and 5.2 above,

•in the event of death of the Holder, all A Warrants subscribed by the Holder and not yet exercisable would nevertheless become exercisable by his/her heirs or beneficiaries from the effective death date, notwithstanding the Vesting Period set forth under article 3 above, allowing said heirs or beneficiaries to exercise any and all remaining A Warrants, provided that such exercise occurs within a period of 6 months following the aforesaid death.

•should the Company be subject to an acquisition by a third party, all A Warrants subscribed by the Holder and not yet exercisable would nevertheless become exercisable from the effective date of such change of control, notwithstanding the Vesting Period set forth under article 3 above, allowing said Holder to exercise any and all remaining A Warrants, provided that such exercise occurs within a period of 90 days following the aforesaid acquisition.

Title 2. RIGHT OF EXERCISE – SUSPENSION – FORMALITIES – SHARES SUBSCRIBED

Article 6. Suspension of the rights to exercise A Warrants

If necessary, the Board of Directors may suspend the right to exercise the A Warrants. In particular, a suspension may be ordered whenever a transaction concerning the Company’s share capital requires knowing in advance the exact number of shares that make up share capital or in the event that one of the financial transactions requiring an adjustment is carried out.

In such case, the Company shall inform the Holders of the A Warrants, indicating the date of the suspension and the date on which the right to exercise A Warrants will be re-established. Such suspension may not exceed 3 months.

If the right to exercise a A Warrant expires during a period in which rights are suspended, the period for exercising the A Warrants shall be extended by 3 months.

Article 7. Conditions of exercise of A Warrants

All requests for exercising A Warrants, documented by the signature of the corresponding subscription certificate, shall be sent to the Company, and must be accompanied by a cheque or a money transfer made out to the Company's order in an amount corresponding to the number of shares subscribed. Alternatively, A Warrants may be exercised via any on-line equity incentives system which may be put in place by the Company.

Shares subscribed must be, at the time of subscription, either fully paid up in cash or by way of a set-off with a debt. Failure to do so renders the subscription of shares null and void.

Article 8. Delivery and form of shares Shares acquired by exercising A Warrants are registered in the books of the Company as registered shares.

Article 9. Rights and availability of shares The ordinary shares shall be subject to all provisions of the by-laws and shall enjoy all rights pertaining to shares of such class as from the date the increase in share capital is completed.

These shares shall be immediately transferable.

Title 3. REPRESENTATION OF HOLDERS – PROTECTION – AMENDMENT OF THE ISSUANCE AGREEMENT

Article 10. Representation of Holders of A Warrants

Pursuant to the provisions of Article L. 228-103 of the French Commercial Code, the Holders of A Warrants are grouped into a body with legal personality protecting their joint interests (the "Masse"). General meetings of Holders meet at the registered office or in any other location of the department of the registered office or of bordering departments.

The Masse will appoint one or more representatives of the body, at the request of the Board of Directors. The representative(s) of the Masse will be governed by applicable legal and regulatory provisions. The representative of the masse will receive no remuneration for his/her duties.

Article 11. Protection of Holders – Rights of the Company

11.1 Holders will enjoy the protection reserved by law and regulations for holders of securities giving access to the capital. The Company will provide the Holders, or their representative, with the information set out by the law and regulations.

11.2 During the entire period of validity of the A Warrants, the Company will have the option of changing its form or object, without obtaining prior authorisation from the Holders of A Warrants. In addition, the Company shall be entitled to change the rules for distributing profits, write down its capital, or create preferred shares entailing such modification or writing down, subject to the prior authorisation to be delivered pursuant the terms of Article L. 228-103 of the French Commercial code and provided that the Company accordingly take the measures necessary to maintain the rights of the Holders, in compliance with applicable legal and/or regulatory provisions.

11.3 Subject to the powers expressly reserved by law for the general meeting of shareholders and, as the case may be, for the general meeting and for the representative of the body of Holders, the Board of directors will be empowered to take any measure relating to the protection and adjustment of the rights of Holders as provided for by the law and regulations, in particular by Article L. 228-99 of the French Commercial Code.

11.4 The Issuance Agreement and the conditions for the subscription or allotment of equity securities determined at the time of the issuance may only be amended by the extraordinary general meeting of shareholders of the Company, with the authorisation of the Holders obtained under the conditions provided for by law, in particular by Article L. 228-103 of the French Commercial Code.

Article 12. Binding effect – Amendment of the issuance agreement – Term – Jurisdiction

12.1 The Holders are automatically subject to this Issuance Agreement, through this subscription or acquisition of A Warrants.

12.2 This Issuance Agreement becomes effective on the date of effective subscription of the A Warrants and ends on the first of the following dates: (a) the expiry date of the A Warrants, (b) the date on which all the A Warrants have been exercised or waived. In addition, it will cease to be binding on each A Warrant Holder on the date on which such holder ceases to hold any A Warrants.

12.3 This Issuance Agreement is subject to French law. Any dispute relating to this Issuance Agreement or relating to the application of the terms and conditions of the A Warrants will be referred to the relevant court of the district of the Cour d’appel of the registered office of the Company.

SEQUANS COMMUNICATIONS ______________________________

Mr/Ms.__________________________ ______________________________

(the "Holder"") (The Holder shall initialize each page, sign the last page and write down: "read and approved")

Sequans Communications

Annual General Meeting of Shareholders

For Shareholders of record as of May 15, 2026

Tuesday, June 30, 2026 11:00 AM, Local Time

INTERNET PHONE

1-866-858-9176

www.proxypush.com/SQNS

• Cast your vote online. OR • Use any touch-tone telephone.

• Have your Proxy Card ready. • Have your Proxy Card ready.

• Follow online instructions to record your vote • Follow the simple recorded instructions

MAIL

• Mark, sign and date your Proxy Card ready.

• Fold and return your Proxy Card in the postage-paid envelope provided

All votes must be received by 12:00 P.M. (Noon) Eastern time on June 26, 2025

PROXY TABULATOR FOR

SEQUANS COMMUNICATIONS

P.O. BOX 8016

CARY, NC 27512-9903

Sequans Communications

Instructions to The Bank of New York Mellon, as Depositary

(Must be received by 12:00 P.M. Eastern time on June 23, 2026)

The undersigned registered holder of Depositary Shares hereby requests and instructs The Bank of New York Mellon, as Depositary, to endeavor, in so far as practicable, to vote or cause to be voted the number of Deposited Securities underlying Depositary Shares evidenced by Receipts registered in the name of the undersigned on the books of the Depositary as of the close of business May 16, 2025 at the Annual Meeting of the Shareholders to be held on June 30, 2026, and any adjournments thereafter, in respect of the resolutions specified on the reverse side.

NOTE:

1. Instructions as to voting on the specified resolutions should be indicated by an “X” in the appropriate box.

2. Subject to the terms of the Deposit Agreement, if no instruction is received, the Depositary shall deem such holder to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote with respect to that matter the amount of deposited Shares represented by that amount of American Depositary Shares..

PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE

Ordinary General Meeting and

Extraordinary Meeting of Shareholders

of Sequans Communications

Date: June 30, 2026

See Voting Instruction On Reverse Side.

Please make your marks like this: x Use pen only

For

Against

Abstain

Ordinary Matters

1. Approval of the statutory financial statements for the year ended December 31, 2025.

2. Approval of the consolidated financial statements for the year ended December 31, 2025

3. Correction of the third resolution of the combined general meeting of June 30, 2025 - allocation to the legal reserve

4. Allocation of net loss for the year ended December 31, 2025.

5. Related-party agreements.

6. Approval of the compensation plan for non-executive directors.

7. Renewal of Ms. Maria Marced as director.

8. Acknowledgement of end of terms of Mr. Hubert de Pesquidoux and Mr. Yves Maitre as directors.

9. Appointment of the statutory auditor

Extraordinary Matters

15. Amendment of the by-laws to permit written consultation and voting by correspondence of directors.

17. Powers and formalities.

Authorized Signatures - This section must be

completed for your instructions to be executed.

_____________________ __________________________

Please Sign Here Please Date Above

_____________________________________ _________________________

Please Sign Here Please Date Above

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

2 documents

Sequans (NYSE: SQNS) seeks approval for 25M director warrants and 10% equity plans

Rhea-AI Filing Summary

Positive

Negative

Insights

Key Figures

Key Terms

FAQ

What key financial results did Sequans (SQNS) present for 2025?

What director warrant issuance is Sequans (SQNS) asking shareholders to approve?

How much new equity can Sequans (SQNS) issue under the proposed incentive and partner plans?

What additional capital increase authority is Sequans (SQNS) requesting?

How will Sequans (SQNS) change non-executive director compensation if approved?

What governance changes regarding board decisions is Sequans (SQNS) proposing?

Filing Exhibits & Attachments

Press Releases

Sequans (NYSE: SQNS) seeks approval for 25M director warrants and 10% equity plans

Rhea-AI Filing Summary

Positive

Negative

Insights

Equity & governance analyst neutral

Key Figures

Key Terms

FAQ

What key financial results did Sequans (SQNS) present for 2025?

What director warrant issuance is Sequans (SQNS) asking shareholders to approve?

How much new equity can Sequans (SQNS) issue under the proposed incentive and partner plans?

What additional capital increase authority is Sequans (SQNS) requesting?

How will Sequans (SQNS) change non-executive director compensation if approved?

What governance changes regarding board decisions is Sequans (SQNS) proposing?

What employee share issuance authority is Sequans (SQNS) putting to a vote?

Filing Exhibits & Attachments

Press Releases