Albioma : Prior notice of meeting for the General Meeting of 25 May 2022 (Bulletin des Annonces Légales Obligatoires of 20 April 2022)

ALBIOMA

SOCIÉTÉ ANONYME AU CAPITAL DE 1 242 519,01 €

SIÈGE SOCIAL : TOUR OPUS 12, 77 ESPLANADE DU GÉNÉRAL DE GAULLE

92081 PARIS LA DÉFENSE 775 667 538 RCS NANTERRE

֮

Preliminary notice of meeting for the Ordinary and Extraordinary General Meeting of 25 May 2022

Shareholders in Albioma (the "Company") are hereby informed that a Combined Ordinary and Extraordinary General Meeting is being called for 3 p.m., Tuesday, 25 May 2021, at the auditorium of the Capital 8 conference centre located at 32 rue de Monceau, 75008 Paris, to discuss the following agenda and proposed resolutions.

Agenda

Ordinary meeting

• ▪ Approval of the annual financial statements for the financial year ended 31 December 2021

• ▪ Approval of the consolidated financial statements for the financial year ended 31 December 2021

• ▪ Appropriation of income and setting of the dividend for the financial year ended 31 December 2021

• ▪ Option for payment of the dividend for the financial year ended 31 December 2021 in new shares

• ▪ Approval of the information relating to the remuneration of the corporate officers presented in the corporate governance report referred to in Article L. 225-37 of the French Commercial Code for the financial year ended 31 December 2021

• ▪ Approval of the remuneration due or awarded to Frédéric Moyne, Chairman and Chief Executive Officer, for the financial year ended 31 December 2021

• ▪ Approval of the corporate officer remuneration policy as from 1 January 2022

• ▪ Setting the maximum amount of remuneration to be allocated to Directors

• ▪ Approval of the agreements governed by Article L. 225-38 of the French Commercial Code

• ▪ Reappointment of Mr. Pierre Bouchut as a Director

• ▪ Reappointment of PricewaterhouseCoopers Audit as principal Statutory Auditor and recording of the expiry of the term of office of the alternate Statutory Auditor Jean-Baptiste Deschryver

• ▪ Reappointment of Mazars as principal Statutory Auditor and recording of the expiry of the term of office of the alternate Statutory Auditor Simon Beillevaire

• ▪ Grant of authorisation to the Board of Directors to allow the Company to buy back its own shares under a share buyback programme

Extraordinary meeting

• ▪ Grant of authorisation to the Board of Directors to reduce the Company's capital by cancelling shares purchased by the Company within the framework of a share buyback programme

• ▪ Authorisation to the Board of Directors to decide to issue redeemable share subscription and/or purchase warrants ("BSAAR warrants") to employees and Chief Executive Officers (executive corporate officers) of the Company and its subsidiaries, with the waiver of preferential subscription rights

• ▪ Authorisation to the Board of Directors to decide to issue ordinary shares and/or securities giving immediate or subsequent access to capital to members of company or group savings plans, with waiver of preferential subscription rights

• ▪ Amendment of the provisions of Article 30 of the Memorandum and Articles of Association relating to the requirement to appoint alternate Statutory Auditors

• ▪ Powers to carry out formalities

Resolutions put to the Ordinary General Meeting

First resolution - Approval of the annual financial statements for the financial year ended 31 December 2021

The General Meeting, voting in accordance with the quorum and majority requirements for Ordinary General Meetings,

and having taken note of the following:

• ▪ the management report of the Board of Directors for the financial year ended 31 December 2021 (included in the 2021 Universal Registration Document) and the report of the Board of Directors for the General Meeting,

• ▪ the report of the Statutory Auditors on the annual financial statements for the financial year ended 31 December 2021,

approves the annual financial statements for the financial year ended 31 December 2021 as drawn up and presented to it, together with the transactions reflected in these financial statements and summarised in these reports, showing a net profit of €37,787 thousand,

and, pursuant to Article 223 quater of the French General Tax Code, notes the absence of any of the expenses and charges referred to in Article 39(4) of the French General Tax Code, which are non-deductible from taxable income for the financial year ended 31 December 2021.

Second resolution - Approval of the consolidated financial statements for the financial year ended 31 December 2021

The General Meeting, voting in accordance with the quorum and majority requirements for Ordinary General Meetings,

and having taken note of the following:

• ▪ the management report of the Board of Directors for the financial year ended 31 December 2021 (included in the 2021 Universal Registration Document) and the report of the Board of Directors for the General Meeting,

• ▪ the report of the Statutory Auditors on the consolidated financial statements for the financial year ended 31 December 2021,

approves the consolidated financial statements for the financial year ended 31 December 2021 as drawn up and presented to it, together with the transactions reflected in these financial statements and summarised in these reports, showing a net income, Group share, of €59,024 thousand.

Third resolution - Appropriation of income and setting of the dividend for the financial year ended 31 December 2021

The General Meeting, voting in accordance with the quorum and majority requirements for Ordinary General Meetings,

and having taken note of the management report of the Board of Directors for the financial year ended 31 December 2021 (included in the 2021 Universal Registration Document) and the report of the Board of Directors for the General Meeting,

resolves, as recommended by the Board of Directors, to appropriate the profit for the financial year ended 31 December 2021 as set out below:

In euros
Source of amounts to be appropriated
Net income for the year	37,786,994.44
Retained earnings brought forward	113,866,679.63
Total	151,653,674.07
Appropriation
To the legal reserve	1,579.03
To payment of a dividend of €0.84 per share	26,586,241.92
To retained earnings	125,065,853.12
Total	151,653,674.07
notes that:

• ▪ these amounts are calculated on the basis of the number of shares comprising the capital and the number of treasury shares held as at 31 December 2021, and may be adjusted to take into account the number of shares comprising the capital and the number of treasury shares held on the ex-dividend date,

• ▪ the distributable profit corresponding to the dividend not paid on treasury shares will be reposted as retained earnings,

• ▪ these amounts are calculated without the extra 10% dividend payable on eligible shares for the financial year ended 31 December 2021, and may be adjusted to take into account the actual number of shares eligible for this extra dividend on the ex-dividend date,

sets, accordingly, the dividend payable on each share with dividend rights at €0.84, sets the ex-dividend date at 9 June 2022 and resolves that the dividend will be paid on 8 July 2022, notes that this dividend is eligible for the 40% tax relief pursuant to Article 158(3)(2) of the French General Tax Code, when opted for and in accordance with the terms and conditions laid down by applicable laws and regulations,

and notes that the following dividends have been distributed in respect of the last three financial years:

Dividend per

share (in	Total dividend (in	Relief pursuant to Article 158
Financial year	euros)	euros)	(3) (2°) of the French Tax Code
2018	0.65	20,015,667	40%
2019	0.70	21,824,746	40%
2020	0.80	25,351,551	40%

Fourth resolution - Option for payment of the dividend for the financial year ended 31 December 2021 in new shares

The General Meeting, voting in accordance with the quorum and majority requirements for Ordinary General Meetings,

and having taken note of the report of the Board of Directors for the General Meeting, and noting that the share capital is fully paid-up,

resolves, in accordance with Article 46 of the Company's Memorandum and Articles of Association, to grant each shareholder the option to receive 50% of the distributable dividend of €0.84 per share, i.e. €0.40 per share (or, for shares eligible for the 10% dividend increase for the financial year ended on 31 December 2021 in accordance with Article 45 (2) of the Company's Memorandum and Articles of Association, 50% of the distributable dividend of €0.924 per share, i.e. €0.462 per share), in cash or in new shares, with the remaining 50% payable in cash,

resolves that:

• ▪ the option may only be exercised for the entire fraction of the dividend, i.e. 50%, to which it refers,

• ▪ this option must be exercised by the shareholder between 13 June 2022 and 4 July 2022 inclusive, by submitting a request to the relevant financial intermediary for administered registered shares and bearer shares and to the Company's Registrar (BNP Paribas Securities Services) for direct registered shares. On expiry of this deadline, shareholders who have not opted to receive payment of 50% of their dividend in new shares will receive full payment in cash,

• ▪ the issue price of the new shares to be issued in payment of the dividend will correspond to 90% of the average opening price quoted on the Euronext Paris market in the 20 trading days prior to the distribution decision date, less the net dividend amount, and the amount resulting from this formula will be rounded up to the next cent,

• ▪ the settlement-delivery of the shares to be issued in payment of the dividend will take place on the same day as payment of the part of the dividend payable in cash, i.e. on 8 July 2022, and dividend and other rights will accrue from 1 January 2022,

• ▪ if the dividend to which a shareholder is entitled does not correspond to a whole number of shares, the shareholder may obtain the lower number of shares plus a cash balance paid by the Company,

and grants full powers to the Board of Directors, with the power to sub-delegate pursuant to applicable laws and regulations, to pay the dividend in shares, and in particular to carry out all formalities and file all statements, record the number of shares issued and the subsequent capital increase, request their admission for trading on the regulated Euronext Paris market, amend the Memorandum and Articles of Association accordingly, and, more generally, to do whatever is necessary and appropriate.

Fifth resolution - Approval of the information relating to corporate officer remuneration presented in the corporate governance report referred to in Article L. 225-37 of the French Commercial Code for the financial year ended 31 December 2021

The General Meeting, voting in accordance with the quorum and majority requirements for Ordinary General Meetings,

and having taken note of the report of the Board of Directors for the General Meeting and the report on corporate governance referred to in Article L. 225-37 of the French Commercial Code for the financial year ended 31 December 2021,

approves the information relating to corporate officer remuneration presented in the corporate governance report referred to in Article L. 225-37 of the French Commercial Code, set out in Section 2.4 of the 2021 Universal Registration Document.

Sixth resolution - Approval of the remuneration due or awarded to Frédéric

Moyne, Chairman and Chief Executive Officer, for the financial year ended 31

December 2021

The General Meeting, voting in accordance with the quorum and majority requirements for Ordinary General Meetings,

and having taken note of the report of the Board of Directors for the General Meeting and the report on corporate governance referred to in Article L. 225-37 of the French Commercial Code for the financial year ended 31 December 2021,

approves the remuneration due or awarded for the financial year ended 31 December 2021 to Frédéric Moyne in respect of his duties as Chairman and Chief Executive Officer, as presented inSection 2.4 of the 2021 Universal Registration Document and as reiterated in the report by the Board of Directors to the General Meeting set out in Section 7.2 of the said Universal Registration Document.

Seventh resolution - Approval of the corporate officer remuneration policy as from 1 January 2022

The General Meeting, voting in accordance with the quorum and majority requirements for Ordinary General Meetings,

and having taken note of the report of the Board of Directors for the General Meeting and the report on corporate governance referred to in Article L. 225-37 of the French Commercial Code for the financial year ended 31 December 2021,

approves the corporate officer remuneration policy as presented in the report on corporate governance referred to in Article L. 225-37 of the French Commercial Code for the financial year ended 31 December 2021, as set out in Section 2.4 of the 2021 Universal Registration Document and summarised in the report of the Board of Directors for the General Meeting set out in Section 7.2 of said Universal Registration Document.

Eighth resolution - Setting the maximum amount of remuneration to be allocated to Directors

The General Meeting, voting in accordance with the quorum and majority requirements for Ordinary General Meetings,

and having taken note of the report of the Board of Directors for the General Meeting,

resolves to set the maximum total amount of remuneration allocated to Directors in respect of their duties at €250,000 for the current financial year and subsequent financial years, until the General Meeting decides otherwise.

Ninth resolution - Approval of the agreements governed by Article L. 225-38 of the French Commercial Code

The General Meeting, voting in accordance with the quorum and majority requirements for Ordinary General Meetings,

and having taken note of the following:

• ▪ the report of the Board of Directors for the General Meeting,

• ▪ the special report of the Statutory Auditors on the agreements and commitments governed by Article L. 225-38 of the French Commercial Code,

notes the fact that no agreements governed by Article L. 225-38 of the French Commercial Code and not yet approved by the General Meeting were authorised by the Board of Directors during the financial year ended 31 December 2021.

Tenth resolution - Reappointment of Mr. Pierre Bouchut as a Director

The General Meeting, voting in accordance with the quorum and majority requirements for Ordinary General Meetings,

and having taken note of the report of the Board of Directors for the General Meeting,

notes that Mr. Pierre Bouchut's term of office as a Director will expire at the close of this General Meeting,

and accordingly resolves to reappoint Mr. Pierre Bouchut as a Director for a four-year term of office to expire at the close of the General Meeting to be held in 2026 to approve the 2025 financial statements.