Albioma : Press release regarding the filing of the draft document established by the company Albioma in response to the tender offer for the shares and warrants of Albioma initiated by the company Kyoto Bidco SAS (pdf)

THIS DOCUMENT IS AN UNOFFICIAL ENGLISH-LANGUAGE TRANSLATION OF THE PRESS RELEASE. IN THE EVENT OF ANY DIFFERENCES BETWEEN THIS UNOFFICIAL ENGLISH-LANGUAGE TRANSLATION AND THE OFFICIAL FRENCH PRESS RELEASE, THE OFFICIAL FRENCH PRESS RELEASE SHALL PREVAIL.

This press release does not constitute an offer to purchase securities

PRESS RELEASE DATED MAY 30, 2022 REGARDING THE FILING OF THE DRAFT

DOCUMENT

ESTABLISHED BY THE COMPANY

IN RESPONSE

TO THE TENDER OFFER FOR THE SHARES AND WARRANTS OF ALBIOMA INITIATED BY

THE COMPANY

KYOTO BIDCO SAS

This press release was prepared and made available to the public in accordance with the provisions of Article 231-26 of the general regulation of the Autorité des marchés financiers (the "AMF").

The proposed tender offer, the draft offer document and the draft response document (the "Draft Response Document") remain subject to AMF's review.

The Draft Response Document filed with the AMF on May 30, 2022 is available on the websites of the AMF (www.amf-france.org) and of Albioma (www.albioma.com) and is available to the public free of charge at the registered office of Albioma (Tour Opus 12, 77 esplanade du Général de Gaulle, 92081 Paris La Défense).

Pursuant to Article 231-28 of the AMF's general regulation, a description of the legal, financial and accounting characteristics of Albioma will be filed with the AMF and made available to the public, in the same manner, no later than the day before the opening of the tender offer.

A press release will be issued, at the latest the day before the opening of the tender offer, to inform the public of the manner in which this information will be made available.

The draft offer and this draft response document remain subject to review by the AMF.

1. REMINDER OF THE MAIN TERMS AND CONDITIONS OF THE OFFER

1.1 Presentation of the Offer

In accordance with Title III of Book II and more specifically Articles 232-1 and seq. of the general regulation of the AMF ("AMF's General Regulation"), Kyoto BidCo, a simplified joint stock company (société par actions simplifiée) having its registered office at 27 avenue de l'Opéra, 75001 Paris, registered with the Paris Trade and Companies Register under number 911 295 533 (hereafter, "Kyoto BidCo" or the "Offeror"), makes an irrevocable offer to the shareholders and holders of redeemable share subscription and/or acquisition warrants (bons de souscription et/ou d'acquisition d'actions remboursables) (the "Warrants") of Albioma, a French public limited company (société anonyme) with a board of directors, having its registered office at 77 Esplanade du Général de Gaulle - Tour Opus 12 - 92081 Paris la Défense, registered with the Nanterre Trade and Companies Register under number 775 667 538 (the "Company" or "Albioma"), and whose shares are listed on compartment A of the Euronext Paris regulated market under ISIN code FR0000060402, mnemonic "ABIO" (the "Shares", together with the Warrants, the "Securities") and whose Warrants are listed Euronext Growth Paris under ISIN code FR0013368438, mnemonic "ABIBS", to acquire, in cash (i) all of their Shares (subject to the exceptions below) at a price of €50 per Share (dividend coupon detached1) (the "Share Offer Price"), and (ii) all of their Warrants at a price of €29,10 per Warrant (the "Warrant Offer Price" together with the Share Offer Price, the "Offer Price") through a tender offer (the "Offer"), the terms of which are described in the draft offer document filed by the Offeror with the AMF on May 13, 2022 (the "Draft Offer Document").

The Offeror has indicated in the Draft Offer Document that, as of the date of the Draft Offer Document, it does not hold any Shares or Warrants.

The Offer targets:

• all the Shares, which are:
• 1. already issued, other than the Excluded Shares (as defined below), i.e. as of April 30, 2022, a number of 30,770,868 Shares2;
  2. may be issued before the closing of the Offer or the reopened Offer as a result of the exercise of the Warrants, i.e., as of April 30, 2022, a maximum of 686,483 new Shares;
• all of the Warrants issued by the Company, i.e. as of April 30, 2022, a maximum total number of 686,483 Warrants.

It is specified that the Offer does not target:

• the Shares that Bpifrance Investissement has undertaken to contribute to the Offeror in the context of an investment agreement3 and which are subject to a lock-up undertaking4 , as described in section Erreur ! Source du renvoi introuvable. of the Draft Response Document and in section 1.3.2 of the Draft Offer Document, i.e. 1,164,791 Shares,

1

2

Dividend proposed by Albioma for year 2021: €0.84 per Share which will be paid in cash only.

On the basis of a capital composed of 32,285,221 shares representing as many theoretical voting rights as of April 30, 2022, in accordance with the provisions of Article 223-11 of the AMF's General Regulation.

3

4

Entered into on May 13, 2022 between Kyoto LuxCo 1 and ETI 2020, managed by Bpifrance Investissement.

Bpifrance Investissement has undertaken not to tender the Shares which are the subject of the contribution in kind and has given irrevocable instructions to its financial intermediary to block the said Shares and to register them in a sub-account "unavailable securities" until the day following the end of the initial period of the Offer.

2

15732798.1

The draft offer and this draft response document remain subject to review by the AMF.

• the Company's treasury Shares, i.e. 144,853 Shares as of April 30, 2022,
• the unavailable performance shares that have not yet been issued or are unavailable and will remain so until the estimated closing date of the Offer (or the reopened Offer, as the case may be), i.e., as of the date hereof, a maximum of 948,145 performance shares (of which 204.709 of which have already been issued, i.e. 204,473 performance shares subject to a retention period and 236 performance shares subject to an additional retention obligation5 , these Shares are legally and technically unavailable and cannot therefore be tendered to the Offer). The situation of the beneficiaries of performance shares in the context of the Offer is described in the section Erreur ! Source du renvoi introuvable. of the Draft Response Document and in section 2.3.1 of the Draft Offer Document,

(together the "Excluded Shares").

The Company specifies that, as indicated in the section Erreur ! Source du renvoi introuvable. of the Draft Response Document, and following the exercise of BSAARs since April 30, 2022, the share capital of the Company amounted, as at May 23, 2022, to €1,246,040.68, divided into 32,364,693 ordinary Shares, and the number of BSAARs that could be exercised amounted to 607,011 as at such date.

As of the date of the Draft Response Document, there are no other equity securities or other financial instruments issued by the Company or rights granted by the Company that may give access, immediately or in the future, to the share capital or voting rights of the Company.

The Offer will be carried out under the normal procedure, in accordance with the provisions of Articles 232-1 et seq. of the AMF's General Regulation, and will be open for a period of 25 trading days.

The Offer is subject to the acceptance threshold described in section 2.5.1 of the Draft Offer Document and to the waiver threshold described in section 2.5.2 of the Draft Offer Document as well as, in accordance with article 231-11 of the AMF General Regulation, to the obtaining of the merger control approval from the European Commission identified in section in section 2.5.3 of the Draft Offer Document. The opening of the Offer is also conditional upon obtaining the regulatory authorizations described in section 2.5.3 of the Draft Offer Document.

The Offeror intends, if the required conditions are met, to implement the squeeze-out procedure pursuant to Articles L. 433-4, II of the French Monetary and Financial Code and 237-1 et seq. of the AMF General Regulation.

The Offer is presented by Société Générale ("Société Générale") who guarantees the content and the irrevocable nature of the commitments made by the Offeror in connection with the Offer, in accordance with the provisions of Article 231-13 of the AMF's General Regulation.

The background to and reasons for the Offer are set out in Section 2.1 of the Draft Response Document and in Section 1.1 of the Offeror's Draft Offer Document.

The indicative timetable of the Offer is presented in section 2.9 of the Draft Offer Document.

5 Which are unavailable due to the provisions of Article L. 225-197-1, II of the French Commercial Code, pursuant to which the Board of Directors of the Company has imposed on the Company's corporate officers an obligation to retain their shares until the termination of their functions.

3

15732798.1

The draft offer and this draft response document remain subject to review by the AMF.

1.2 Reminder of the terms of the Offer

Pursuant to article 231-13 of the AMF's General Regulation, Société Générale, acting on behalf of the Offeror, filed the proposed Offer with the AMF on May 13, 2022. On the same day, a notice of filing was published by the AMF on its website6 .

The Offer is voluntary and will be carried out in accordance with the normal procedure pursuant to Articles 232-1 et seq. of the AMF's General Regulation.

In the context of the Offer, the Offeror irrevocably undertakes to acquire from the shareholders of the Company,

1. at a price of € 50 per Share (ex-dividend7 ) and (ii) at a price of € 29.10 per BSAAR, subject to the adjustments described in section 2.2 of the Draft Offer Document, all of the Shares and BSAAR that will be tendered to the Offer during the Offer Period.

Societe Generale guarantees the content and the irrevocable nature of the commitments made by the Offeror in the context of the Offer, in accordance with the provisions of Article 231-13 of the AMF's General Regulation.

2. REASONED OPINION OF THE BOARD OF DIRECTORS OF THE COMPANY

2.1 Composition of the Board of Directors

As of the date of the Draft Response Document, the Company's Board of Directors is composed as follows

• Mr. Frédéric Moyne, Chairman and CEO,
• Mr. Jean-Carlos Angulo, independent director,
• Mr. Pierre Bouchut, independent director,
• Bpifrance Investissement, director, represented by Mr. Sébastien Moynot,
• Ms. Marie-Claire Daveu, independent director,
• Mr. Frank Lacroix, independent director,
• Ms. Florence Lambert, independent director, and
• Ms. Ulrike Steinhorst, independent director.

6

7

Opinion n°222C1123.

The General Meeting of Shareholders held on May 25, 2022 approved the payment of a dividend of 0.84 euro per share for fiscal year 2021 (0.924 euro for shares eligible for the bonus dividend). The dividend will be detached from the share on June 9, 2022 and paid on June 13, 2022.

4

15732798.1

The draft offer and this draft response document remain subject to review by the AMF.

2.2 Reasoned opinion of the Board of Directors

The Company's Board of Directors, at its meeting on May 30, 2022, unanimously rendered the following reasoned opinion:

"The Board of Directors of Albioma SA ("Albioma" or the "Company") met on May 30, 2022 in order, in accordance with the provisions of Article 231-19 of the General Regulations of the Autorité des marchés financiers (the "AMF") to give a reasoned opinion on the interest and consequences for the Company, its shareholders and employees of the proposed tender offer (the "Offer") for the shares of the Company at a price of 50 euros per share (ex dividend of 0.84 per share, which will be detached from the share on June 9, 2022 "ex-date" and paid on June 13, 2022) and of 29.1 euros per warrant ("BSAAR") of the Company, initiated by Kyoto BidCo SAS, a company indirectly controlled by investment funds and separately managed accounts advised and/or managed by Kohlberg Kravis Roberts & Co. L.P. and its affiliates ("Kyoto BidCo" or the "Offeror").

All members of the Board of Directors were present by videoconference.

The Chairman reminds that the terms of the Offer are described in the draft offer document of the Offeror which was filed with the AMF on May 13, 2022.

The Chairman also reminds that, in accordance with the provisions of Article 261-1, III of the AMF's general regulation ("AMF's General Regulation") and AMF recommendation no. 2006-15, the Board of Directors, at its meeting of March 10, 2022, set up an ad hoc committee (the "Committee") in charge of examining the terms and conditions of the proposed transaction, proposing to the Board of Directors the appointment of an independent expert under the terms of Article 261-1 of the AMF's General Regulation and supervising the work carried out by this expert, and preparing in due course the draft reasoned opinion of the Board of Directors.

The Committee is composed of four members, a majority of whom are independent directors: Mr. Frank Lacroix, Mr. Jean-Carlos Angulo, Mr. Pierre Bouchut, who was appointed Chairman of the Committee by the Board of Directors, and the Company's Chairman and Chief Executive Officer, Mr. Frédéric Moyne.

The Chairman also recalls that, at its meeting of April 27, 2022, the Board of Directors approved the principle of the proposed Offer, subject to an in-depth analysis of the Offer and the work of the independent expert.

Prior to today's meeting, the members of the Board of Directors were able to consult the following documents to enable them to have all the information they need to issue a reasoned opinion:

• the draft offer document prepared by the Offeror and filed with the AMF on May 13, 2022, containing, inter alia, the background to and reasons for the Offer, the Offeror's intentions, the terms and conditions of the Offer, and the elements for assessing the Offer price that have been prepared by the presenting bank, Société Générale (this institution also being the guarantor);
• the report by Ledouble, acting as independent expert, which concludes that the financial terms of the offer, namely the price offered of €50 per share (€0.84 dividend coupon detached) and €29.1 per Warrant of the Company, are fair to the shareholders of the Company and the holders of BSAAR of the Company whose securities are targeted by the Offer;
• the report of ECA, the chartered accountant appointed by the Group's Committee, issued on 24 May 2022;
• the opinion of the Group's Committee on the Offer issued on 24 May 2022; and
• the draft response document prepared by the Company to be filed with the AMF on May 30, 2022, which has yet to be completed with the reasoned opinion of the Board of Directors.

5

15732798.1