FERMENTALG: Project to transfer the securities of the company Fermentalg to the Euronext Growth Paris market – 01/29/2024 at 8:00 p.m.

Libourne – January 29, 2024

– Fermentalg, French leader in microalgae listed on Euronext (FALG), details its project to transfer the listing of its shares to the Euronext Growth Paris market.

The Board of Directors of the company Fermentalg SA (the “

Company

“), meeting on December 12, 2023, decided to submit to the General Meeting of Shareholders on February 2, 2024, the project to transfer the shares of the company Fermentalg to the Euronext Growth Paris market. This operation consists of requesting from Euronext Paris the delisting of the securities from trading on the Euronext Paris regulated market and their concomitant admission to trading on the Euronext Growth Paris market.

Reasons for transfer

This project aims to enable Fermentalg SA to reduce the constraints associated with the Euronext Paris regulated market and the resources committed to responding to them. Euronext Growth Paris offers a simplified operation, more adapted to the size, activity, market capitalization as well as the needs of the Company, while allowing it to continue to benefit from the attractiveness of the financial markets.

Transfer terms

The General Meeting of Shareholders of the Company of February 2, 2024 (the “

General assembly

“) is called upon to rule on the proposed transfer of the listing market for securities issued by the Company from the regulated market Euronext Paris to the multilateral trading system Euronext Growth Paris (the ”

Transfer

“) and to grant full powers to the Board of Directors of the Company to implement the Transfer.

Euronext Growth Paris is not a regulated market but an organized multilateral trading system within the meaning of article 525-1 of the general regulations of the Financial Markets Authority (“French Financial Markets Authority”).

AMF

“). Its organizational rules are approved by the AMF.

Subject to the approval of this transfer project and the agreement of Euronext Paris, this direct listing will be carried out through an accelerated procedure for admission to trading of the Company’s existing shares, without issuance of shares. new actions.

Consequences of transfer

In accordance with current regulations, the Company wishes to inform its shareholders of certain possible consequences of such a Transfer:

1. In terms of periodic information:
   

   • The half-yearly report, comprising the half-yearly (and consolidated) financial statements and an activity report relating to these half-yearly financial statements, will be published within four months following the end of the first half of the Company’s financial year, instead of on three-month period applicable to companies whose securities are admitted to trading on a regulated market.

   • The review of the half-yearly accounts by the statutory auditors will be maintained although it is no longer required.

   • The information required in the management report and the corporate governance report will be reduced.

   • The Company will continue to prepare consolidated financial statements in accordance with IFRS accounting standards.

   • The Company will continue the current publication of its quarterly financial information.

2. In terms of permanent information:
   

   • Euronext Growth Paris being a multilateral trading system, the Company would remain subject to the applicable provisions regarding permanent market information, and in particular to the provisions of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16, 2014 on market abuse (“
     
     MAR
     
     “). Any company listed on Euronext Growth Paris must ensure the effective and complete dissemination of so-called regulated information.

   • In addition, the directors of the Company and persons closely related to them would remain subject to the obligation to report transactions carried out in the shares or debt securities of the Company, in accordance with article 19 of Regulation MAR.

3. Regarding the protection of minority shareholders:
   

   • Unless otherwise waived, the protection of minority shareholders is ensured on Euronext Growth Paris by the mandatory public offer mechanism in the event of crossing, directly or indirectly, alone or in concert, the threshold of 50% of the capital or voting rights.

   • Only crossings, upwards or downwards, of the thresholds of 50% and 95% of the capital or voting rights must be declared to the AMF and the Company, subject to crossings of statutory thresholds to be declared to the society.

   However, both the law on public offers and the obligations to declare the crossing of thresholds applicable to companies whose securities are admitted to trading on a regulated market would remain applicable for three years from the admission of the Company’s securities to the organized multilateral trading system Euronext Growth Paris.

4. Regarding general meetings:
   

   • The documents relating to General Meetings provided to shareholders must be published on the Company’s website, no longer twenty-one (21) days before the date of the general meeting but only on the date of the convening.

   • The press release making available the preparatory documents for the general meeting will no longer be required.

   • Posting the voting results and the minutes of the general meeting online on the Company’s website will no longer be required.

   • The Company will no longer be subject to the “
     
     say we pay
     
     » providing for the prior vote of shareholders on the executive remuneration policy, the ex post vote on the remuneration report and the approval of individual executive remuneration.

   • The Company will no longer be required to report on internal control or risk management.

   • The Company will no longer be subject to the provisions of articles L. 823-19 et seq. of the Commercial Code regarding an audit committee, but may maintain this committee if it wishes.

Indicative timetable for the transfer project to Euronext Growth Paris

Subject to (i) the favorable vote of the General Meeting on the Transfer project and (ii) the Euronext Paris agreement, admission to Euronext Growth Paris will take place within a minimum period of two (2) months from from the General Meeting having approved the Transfer, which is convened for February 2, 2024, and within the limit of twelve (12) months following the date of the General Meeting.

The Company will be supported in its transfer project to Euronext Growth Paris by CIC Market Solutions as

sponsor listing

.

Next publication: results for the 2023 annual financial year and

turnover of 1

^er

quarter 2024, April 3, 2024 (after market close)

About Fermentalg

Expert in the research and bioindustrial exploitation of microalgae, Fermentalg aims to offer sustainable solutions and innovative products that contribute to the development of healthy, natural and high-performance products. Our business: the development, production and marketing of sustainable solutions and active ingredients derived from microalgae, intended for nutrition, health and the environment. Nutritional lipids, alternative proteins, natural food colors and innovative environmental solutions constitute our company’s current and future offerings. The Fermentalg share is listed on Euronext Paris (FR0011271600 – FALG), and is eligible for PEA-PME and long-only SRD. She got the note

Copy (90/100)

by EthiFinance ESG Ratings, a rating agency specializing in the ESG performance of SMEs listed on European markets, in favor of Socially Responsible Investment (SRI).

For more information: www.fermentalg.com

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