Albioma : Articles of Association updated on 22 July 2021 (pdf)

ALBIOMA

A PUBLIC LIMITED COMPANY (SOCIÉTÉ ANONYME)

WITH A SHARE CAPITAL OF € 1,234,003.81

REGISTERED OFFICE: TOUR OPUS 12, 77 ESPLANADE DU GÉNÉRAL DE GAULLE

92081 PARIS LA DÉFENSE, FRANCE

775 667 538 NANTERRE TRADE AND COMPANIES REGISTER

Memorandum and Articles of Association

updated on 22 July 2021

1. Form - Name - Objects - Term

Article 1

The Company is a limited company.

Article 2

The name of the Company is Albioma.

Article 3

The Company's objects are:

• to research, develop, finance, supply, operate and sell, either directly or indirectly, installations which recover and/or use any form of fossil or renewable energy as well as all electrometallurgical, electronic, electrochemical, chemical, gaseous, metallurgical, electrical, mechanical, thermal, hydraulic, handling and traction products, devices and equipment;
• to directly and indirectly hold interests in any existing and future French and foreign undertakings and companies whose objects are likely to help fulfil its own objects or that are related to its objects or to similar or related objects, and to take a business lease of such undertakings and companies; and
• generally, to engage in any industrial, commercial, non-real estate and real estate transactions that relate directly or indirectly to the foregoing or that may be useful for, or facilitate the achievement and development of, its objects.

Article 4

The Company's registered office is located at Tour Opus 12, 77 Esplanade du Général de Gaulle, Paris La Défense (92081).

Article 5

The registered office may be transferred to any other place in France pursuant to a decision of the Board of Directors, which must be ratified at the next Ordinary General Meeting of shareholders.

Article 6

The Company's duration (initially fixed at 30 years, extended until 31 December 1949 and then until 31 December 2039) was further extended for an additional period of 60 years pursuant to a resolution adopted at the Extraordinary General Meeting of 16 June 2009 and accordingly, the Company will cease to exist on 31 December 2099, save in the event of early dissolution or further extension.

2. Share capital - Shares

Article 7

The Company has a share capital of € 1,234,003.81, divided into 32,057,047 shares of the same class with a par value of €0.0385 each.

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Article 8

Voting on a proposal by the Board of Directors, the shareholders may adopt a resolution at an Extraordinary General Meeting to increase or reduce the share capital by any means allowed by the applicable laws.

In the event of a reduction of the share capital, the shareholders may resolve that shareholders must sell or purchase a sufficient number of their existing shares to enable them to exchange the existing shares for new shares, with or without payment or receipt of the cash balance, even when the capital reduction is not decided due to the existence of losses.

Article 9

At least one quarter of the par value of each share is payable at the time of subscription plus the issue premium, if any, in full, and the balance is payable on the dates set by the Board of Directors, and within a maximum time period of five years.

In the event of a public offering and if the capital increase is completed solely as a result of implementation of the performance bond signed in accordance with the terms and conditions laid down by law, the part of the par value that is due and, if applicable, the full amount of the issue premium, must be paid no later than 35 days after the end of the subscription period.

All shares that have not been fully paid up shall be registered shares until they are paid up in full.

Shareholders shall be informed of all calls for payments on shares that have not been fully paid up by means of a notice published in an official gazette for legal notices for the area in which the registered office is located, fifteen days before the date set for payment.

Shareholders, intermediary transferees and subscribers shall be jointly and severally liable for the payment of the price of a share.

Article 10

Interest shall be automatically payable to the Company at the official rate on any late payments, with effect from the due date and without the need for any application to the courts.

In the event any payment after the first payment is not made on the due date, the Company shall be entitled to arrange for the sale, in accordance with the terms and conditions laid down by law, of the shares for which payment of the amounts due has not been received, one month after it has sent a formal demand for payment to the defaulting shareholder by recorded delivery with proof of delivery. The Company shall be entitled to sell the shares on the market on the defaulting shareholder's behalf and at his risk, without any need for a court order, using the services of a brokerage firm.

On expiry of a period of thirty clear days from the aforementioned formal demand, shares for which any amount due is still outstanding shall no longer entitle their holder to attend meetings of shareholders and take part in the voting, and shall not be counted when calculating the quorum.

Rights to dividends and preferential subscription rights in the event of a capital increase attached to such shares shall be suspended. After payment of all sums due in principal plus interest, the shareholder may request payment of any dividends that have not lapsed in the meantime. The shareholder may not take any action with regard to preferential subscription rights in the event of a capital increase if the time period set for exercising such rights has expired.

The net proceeds from the sale of such shares shall be offset against the amount owed to the Company by the expropriated shareholder, in accordance with the law, and the remaining balance shall be owed by or to the shareholder, as the case may be.

The Company shall also be entitled to take legal action personally and under ordinary law against the shareholder and his guarantors, either before, after or at the same time as the sale of the shares.

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Article 11

Shares that have not been fully paid up shall be registered in an account as registered shares until full payment of the price.

Each payment made on shares subscribed shall be recorded in an account opened in the name of the subscriber.

Article 12

Shares that have been fully paid up shall be registered in an account as registered shares or bearer shares, as the shareholder wishes.

Share transfers, irrespective of their form, shall be made by an account-to-account transfer in accordance with the terms and conditions laid down in the applicable laws and regulations.

Article 13

Without prejudice to Article L. 233-7 of the Commercial Code, any person who directly or indirectly holds a fraction of the Company's capital that is equal to 1% or any multiple of this percentage below 5% is required to report this to the Company within five days of crossing a threshold either upwards or downwards.

In accordance with applicable legal provisions, particularly Article L. 228-2 of the Commercial Code, the Company is entitled to ask the central custodian that holds its securities account at any time to inform it, as applicable, of the name or company name, nationality, year of birth or year of incorporation and address of holders of securities that grant or will grant their holder a right to vote at its own meetings of shareholders as well as the number of securities held by each of them, and of any restrictions imposed in respect of the securities.

Article 14

Subject to any rights granted to preference shares, if any are issued, each share shall entitle its holder to a fraction of the corporate assets proportionate to the amount of capital it represents.

It shall also entitle its holder to a share of the profits, as provided in Articles 45 and 48 hereof.

During the Company's existence and at the time of its liquidation, each share shall entitle its holder to receive an identical net amount in any allocation or redemption; this means that, when necessary, all the shares shall be grouped together and treated identically for the purposes of any tax exemptions or taxes levied in respect of such allocation or repayment to be borne by the Company, while taking into consideration, if applicable, the amount of any redeemed or non-redeemed capital, the par value of the shares and the rights attached to shares of different classes.

Article 15

Shareholders shall only be committed for up to the amount of the capital represented by each share. Any call for payment over and above such amount is prohibited.

Article 16

All shares are indivisible with regard to the Company. Joint shareholders must be represented by one single person in all dealings with the Company.

Article 17

Ownership of a single share shall entail acceptance of the Company's Memorandum and Articles of Association and of all the resolutions adopted by the shareholders at General Meetings.

Whenever several shares need to be held in order to exercise a specific right, in particular for the purpose of the exchange or allocation of shares in the course of a capital reduction, capital increase through the capitalisation of reserves, merger or any other transaction, single shares or an insufficient number of shares shall not give their holders any rights with regard to the Company. The

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shareholders must personally arrange to group together or to purchase or sell the requisite number of shares or voting rights.

Article 18

A shareholder's heirs or creditors shall not be entitled to request that the Company's assets and property be placed under seal or to request the division or sale by auction thereof, or interfere in any way in the management of the Company, on any grounds whatsoever.

When exercising their rights they should refer to the corporate statements of assets and liabilities, and the resolutions adopted by shareholders at General Meetings.

3. Governance of the Company

Article 19

Governance of the Company shall be entrusted to a Board composed of at least three members and no more than twelve members, appointed by the shareholders at General Meetings.

The term of office of each member of the Board of Directors shall be four years, where one year corresponds to the period from one Annual General Meeting to the next.

The Ordinary General Meeting may appoint certain Directors for a term shorter than four years or, depending on the circumstances, reduce the term of office of one or more Directors, to enable a staggered reappointment of the members of the Board of Directors. The order in which their term of office expires shall be determined by the Board of Directors based on seniority, without prejudice to a different order determined by a unanimous decision of the Board of Directors.

Outgoing directors may be reappointed.

In the event a seat on the Board becomes vacant between two General Meetings due to resignation or death, the Board shall be entitled to make a provisional appointment for the remainder of the term of office of the replaced director, with a view to maintaining the same number of Board members.

The shareholders shall make a final appointment at the next Ordinary General Meeting. However, if the number of Board members falls below the statutory minimum of three, the Board or - failing that

• the Statutory Auditors, shall immediately convene a General Meeting to make up the numbers. Any interested party may do the same, in accordance with the terms and conditions laid down by law.

In the event any appointments made by the Board of Directors are not subsequently ratified by the shareholders, all the Board's decisions and actions shall nevertheless remain valid.

No more than one third of the total number of directors in office may be aged over 70. Whenever this maximum is exceeded, the oldest director who has not held or does not hold office as Chairman or who has not held office as Chief Executive Officer of the Company will stand down at the next General Meeting, unless compliance with the aforementioned proportion has been established as a result of a decision of the Board pursuant to this Article.

Article 20

The directors must each hold four hundred (400) registered shares throughout their term of office.

In the event a director does not hold the aforementioned number of shares at the time of his appointment or ceases to hold the aforementioned number at any time during his office, he will be deemed to have automatically resigned unless he remedies the situation within a six (6) month period.

Article 21

By way of remuneration for their duties, the Directors shall receive remuneration, the overall amount of which will be set by the General Meeting. The individual amounts to be paid to the Directors in

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this respect, based on their duties and actual attendance at Board and Committee meetings, shall be set by the Board of Directors.

Article 22

The Board shall appoint one of its members as Chairman, who must have French nationality or be a citizen of a member state of the European Economic Area, and, if need be, shall determine his remuneration. The Chairman shall be appointed for a term of office that may not exceed his term of office as a director. The Board shall appoint a secretary, who may but need not be a Board member.

The Chairman represents the Board of Directors. He organises and oversees its work, and reports thereon to the General Meeting. He ensures the Company's governance bodies operate properly and, more specifically, that the Directors are in a position to perform their duties.

In the event the Chairman reaches the age of 65 during his term of office, he will remain in office until expiry of his term of office. The Board of Directors may then reappoint him as Chairman once or more than once, provided the total term does not exceed the term of a directorship.

When the functions of Chairman of the Board of Directors and Chief Executive Officer are united, the Board of Directors elects a Lead Independent Directors from its members, with the mission to ensure the Company's governance bodies operate properly and that the Directors receive the information that is necessary for their mission.

The Chairman of the Board of Directors conducts the debates, except in the following situations, where this mission is assigned to the Lead Independent Director:

• deliberations adopted without the Chairman of the Board of Directors' presence;
• deliberations adopted without the Chairman of the Board of Directors taking part in the debates or votes;
• absence of the Chairman of the Board of Directors;
• temporary or permanent impediment of the Chairman of the Board of Directors.

Should the Lead Independent Director be in one of the situations below, the debates are conducted by a Director specifically designated by the members of the Board of Directors attending the meeting.

The Board of Directors shall meet whenever a meeting is called by the Chairman or by the Lead Independent Director in case of temporary or permanent impediment of the Chairman. In any case, the Board of Directors shall meet whenever a meeting is called by half of the members of the Board.

However, if a Board meeting has not been held for more than two months at least one third of the directors may call a meeting, stating the agenda. The Chief Executive Officer may also ask the Chairman to call a meeting of the Board of Directors to consider a specific agenda.

Notice of meetings shall be given by any means, including by word-of-mouth, in principle at least 48 hours in advance of the meeting, except in case of emergency.

In accordance with the legal and regulatory provisions and the Internal Regulations adopted by the Board of Directors, and within the limits provided thereby, directors who attend meetings of the Board of Directors using videoconferencing or telephone conferencing facilities that allow them to be identified and guarantee their effective participation shall be deemed present when calculating the quorum and majority. However, such methods may not be used when adopting the annual financial statements and the management report or when adopting the consolidated financial statements and the Group management report.

Any Director may be represented by another director at any given meeting. A proxy may be appointed by means of an ordinary letter or even by telegram. A director may only represent one other director at a given meeting. The presence of at least half of the directors in office is necessary for the Board to validly transact business. Decisions shall be taken by a majority of the votes of the members present or represented, and any director who represents another director shall hold two votes. In the event of a tie, the chairman of the meeting shall have a casting vote.

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