FIGEAC AERO: AVAILABILITY OF THE INDEPENDENT EXPERT’S REPORT DRAWN UP IN THE CONTEXT OF THE CAPITAL INCREASE RESERVED FOR TIKEHAU ACE CAPITAL – 05/06/2022 at 20:15

The FIGEAC AÉRO Group (ticker code: FGA) (the “

Company

“), a reference partner of the major aeronautical manufacturers, announces the availability of the report drawn up on May 6, 2022 by the firm Finexsi, which acted as an independent expert with the mission of rendering an opinion, in accordance with Article 261-3 of the general regulations of the Autorité des marchés financiers, on the fairness of the issue price of new shares in the context of the capital increase reserved for Tikehau Ace Capital and the financial conditions of the proposed financial restructuring of FIGEAC AÉRO from the shareholders’ point of view.

The independent expert’s report is made available to shareholders, in full, on the Company’s website (www.figeac-aero.com – Investors Area section) and at the Company’s registered office, upstream of the extraordinary and ordinary general meeting of shareholders called to meet on May 20, 2022.

The conclusions of the Finexsi report are as follows:

”

The FIGEAC AÉRO group has been faced with a significant drop in its activity due to the health crisis which has particularly affected the aeronautics sector. The economic rebound experienced by the sector does not, however, allow the Company to meet the deadline for the redemption of its ORNANE in October 2022.

In this context of necessary financial restructuring of the Group, the Company benefited from an ad hoc mandate obtained in July 2021 and approached its financial partners in order to discuss a scenario of strengthening equity, rescheduling of financing existing assets and obtaining new cash, and the Restructuring also saw the intervention of the Interministerial Committee for Industrial Restructuring (CIRI).

These discussions led to the conclusion of an agreement, announced on September 9, 2021, providing in particular for the entry of Tikehau Ace Capital into its capital through a reserved capital increase. Discussions continued with the other financial partners, including the holders of ORNANE, and new conditions were announced on April 5, 2022 through an agreement on the adjustment of the Company’s financial structure, whose terms and conditions are specified in this report.

This financial restructuring plan, which has been developed, aims in particular to (i) strengthen equity by means of a capital increase reserved for Tikehau Ace Capital between €53.5 million and €58.5 million at the price of issue of €5.60 per share, as well as the subscription by the latter to a bond issue of €10 million at an annual rate of 12% and with a maturity of 6.5 years, (ii) a reprofiling of bank debt with a new amortization curve for short- and medium-term borrowings, pushing the term to September 2028, in return for a rate increase of 62.5 basis points, (ii) setting up new financing for an amount of €98 million, including €66 million of PGE, and (iii) the adjustment of the terms of the ORNANEs providing for a partial redemption of €20 million at a discounted price of 7% and an extension of maturity to October 18, 2028 for the balance . The objective is to return to a bearable level of financial leverage and a financial structure enabling the Company to cover its medium-term cash requirements and to continue implementing its “Road to 25” strategic plan.

To assess the fairness of the subscription price for the capital increase reserved for Tikehau Ace Capital, we implemented a multi-criteria assessment of FIGEAC AÉRO and carried out calculations of dilution and return on investment for the shareholder. This theoretical valuation includes the impact of the financial restructuring and the contribution of the necessary financing, but it also assumes that the forecasts established by the Management are realized without major risk, these two points therefore conditioning the continuity of the Group’s operations.

The work, described in this report on the valuation of the Group and the examination of the financial conditions of the Restructuring, calls for the following main comments on our part:

• The terms of the reserved capital increase of €53.5 million (ie Hypothesis 1) show a capital dilution of around 36.9% compared to the current shareholding on April 26, 2022 , and 30% compared to the theoretical assumption of conversion of ORNANE 2022 in October 2022 according to the initial parity. This capital dilution is the counterpart of a strengthening of the Company’s shareholders’ equity in the amount of €53.5 million;
  

• As part of the implementation of the reserved capital increase of €58.5 million
  
  (ie Hypothesis 2), the dilution would be around 38.0% compared to the shareholding on April 26, 2022 and 31.3% compared to the theoretical hypothesis of conversion of the ORNANE 2022 in October 2022 according to the initial parity. This capital dilution is the counterpart of a strengthening of the Company’s shareholders’ equity in the amount of €58.5 million;
  

• The capital increase reserved for Tikehau Ace Capital will be carried out on the basis of a subscription price of €5.60 per share, consistent with the stock market references before the two announcements of the Operation, which frame this subscription price. In addition, the latter is identical to the purchase price of FIGEAC AÉRO shares from Mr. Jean Claude MAILLARD by Tikehau Ace Capital;
  

• The theoretical valuation of the FIGEAC AÉRO share post-Restructuring comes out at between €6.11 and €7.33 resulting from the DCF approach used as the main principle;
  

• On the basis of the assumptions used, the simulations carried out of the Transaction do not reflect any significant dilution or accretion in value either for the shareholder or for the bearer of the ORNANE;
  

• Examination of the related agreements did not reveal any financial provisions likely to call into question, in our opinion, the fairness of the reserved capital increase.
  

In this context, we believe that at the date of this report, the terms of the Restructuring are fair from a financial point of view for the shareholders of the Company.

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ABOUT FIGEAC AERO

The FIGEAC AÉRO Group, a benchmark partner for major aerospace manufacturers, specializes in the production of structural parts in light alloys and hard metals, engine parts, landing gear and sub-assemblies. An international group, FIGEAC AÉRO is present in France, the United States, Morocco, Mexico, Romania and Tunisia. As of March 31, 2021, the Group achieved annual revenue of €204.6 million.

WARNING

This press release contains forward-looking statements about FIGEAC AÉRO and in particular forward-looking statements relating to FIGEAC AÉRO’s ability to implement its operational optimization plan and the impact of this plan on FIGEAC AÉRO’s capacity. to limit the impact of the significant drop in activity linked to the Covid-19 crisis on the Group’s profitability. The use of certain words, such as “believe”, “potential”, “hope”, “should”, “aim” and other similar expressions or expressions, are intended to identify these forward-looking statements. Although the Company considers that its projections are based on current reasonable assumptions and expectations of its General Management, these forward-looking statements may be called into question by a certain number of known or unknown hazards and uncertainties, which could give rise to results materially different from those described, implied or anticipated, expressed or implied, in such forward-looking statements. These vagaries and uncertainties include in particular aircraft production rates from manufacturers. Moreover, even if the results, performance, financial situation and liquidity of the Company and the development of the industrial sector in which it operates are in line with such forward-looking statements, they cannot be predictive of results or developments in the future. These forward-looking statements speak only as of the date of the publication of this document. Subject to applicable regulations, the Company makes no commitment to update or revise the information contained in this press release, whether due to new information, future events or otherwise. Forward-looking information and statements are not guarantees of future performance and are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of FIGEAC AÉRO.

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