Albioma : Press release relating to the availibility of the draft offer document prepared by Kyoto Bidco SAS (pdf)

This press release does not constitute an offer to purchase securities.

PRESS RELEASE DATED MAY 13, 2022

TENDER OFFER

FOR THE SHARES AND WARRANTS OF

INITIATED BY

KYOTO BIDCO SAS

PRESENTED BY

FINANCIAL ADVISOR

PRESS RELEASE RELATING TO THE AVAILIBILITY OF THE DRAFT OFFER DOCUMENT

PREPARED BY KYOTO BIDCO SAS

PRICE OF THE OFFER:

€50 per Albioma share (2021 dividend coupon detached)

€29,10 per Albioma redeemable share subscription and/or acquisition warrants

DURATION OF THE OFFER:

25 trading days

The timetable of the tender offer will be set out by the Autorité des marchés financiers (the "AMF") in accordance

with provisions of its General Regulation.

This press release (the "Press Release") was prepared by Kyoto BidCo and made available to the public pursuant to Article 231-16 of the AMF's General Regulation.

This Offer and the Draft Offer Document remain subject to AMF's review.

IMPORTANT NOTICE

In accordance with Articles L. 433-4 II of the French Monetary and Financial Code and 237-1 and seq. of the General Regulation of the AMF, Kyoto BidCo intends to file a request with the AMF to carry out, within ten (10) trading days from the publication of the notice of result of the Offer, or, as the case may be, in the event of

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This press release does not constitute an offer to purchase securities.

a reopening of the Offer, within three (3) months from the closing of the Reopened Offer (as defined below), a squeeze-out procedure for Albioma Shares for a unitary indemnity equal to the price of the Offer, if the number of Albioma Shares not tendered in the Offer by the minority shareholders of Albioma (other than the treasury Shares and the Unavailable Performance Shares that would be subject to the liquidity mechanism) does not represent, at the end of the Offer, more than 10% of the capital and voting rights of Albioma.

Kyoto BidCo also intends to file a request with the AMF to carry out, within ten (10) trading days from the publication of the notice of result of the Offer, or, as the case may be, in the event of a reopening of the Offer, within three (3) months from the closing of the reopened Offer, a squeeze-out procedure for the Albioma Warrants for a unitary indemnity equal to the price of the Offer, if the number of the Albioma shares likely to be created through exercise of the Albioma Warrants not presented to the Offer, once added to the existing shares of Albioma not tendered in the Offer by the minority shareholders of Albioma (other than the treasury shares and the Unavailable Performance Shares that would be subject to the liquidity mechanism) does not represent more than 10% of the sum of the capital Securities existing and likely to be created of Albioma.

The Offer is not being and will not be launched in any jurisdiction where it would not be permitted under applicable law. The acceptance of the Offer by persons residing in countries other than France and the United States of America may be subject to specific obligations or restrictions imposed by legal or regulatory provisions. Recipients of the Offer are solely responsible for complying with such laws and, therefore, before accepting the Offer, they are responsible for determining whether such laws exist and are applicable, by relying on their own consultants.

In the U.S., to the extent applicable, the Offer will be made in compliance with Section 14(e) of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), laws and regulations promulgated thereunder, including Regulation 14(e) after applying the exemptions provided by Rule 14d-1(d) under the Exchange Act ("Tier II" exemption in respect of Securities of foreign private issuers). For further information see the "Offer restrictions abroad" below.

The Draft Offer Document prepared by Kyoto BidCo (the "Draft Offer Document") is available on the websites of the AMF (www.amf-france.org)and Albioma (www.albioma.com/) and may be obtained free of charge from:

KYOTO BIDCO SAS

27 avenue de l'Opéra 75001 Paris

Société Générale

GLBA/IBD/ECM/SEG

75886 Paris Cedex 18

Pursuant to Article 231-28 of the AMF's General Regulations, a description of the legal, financial and accounting characteristics of Kyoto BidCo will be made available to the public no later than the day before the opening of the Offer. A press release will be published to inform the public of the manner in which this information will be made available.

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This press release does not constitute an offer to purchase securities.

1. OVERVIEW OF THE OFFER

In accordance with Title III of Book II and more specifically Articles 232-1, 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 together with its direct or indirect subsidiaries, the "Group"), 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 public tender offer, the terms of which are described below (the

"Offer").

As of the date of this Press Release, Kyoto BidCo 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, and to the knowledge of the Offeror, 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, and to the knowledge of the Offeror, a maximum of 686,483 new Shares;
• all of the Warrants issued by the Company, i.e. as at the date of April 30, 2022 and to the knowledge of the Offeror, a maximum total number of 686,483 Warrants.

It is specified that the Offer does not target:

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• the Shares that Bpifrance has undertaken to contribute to the Offeror in the context of the Investment Agreement and subject to the BPI Lock-up Undertaking as described in section 1.3 of the Press Release, i.e., 1,164,791 Shares,
• the Shares held in treasury by the Company, i.e., to the knowledge of the Offeror and as of April 30, 2022, 144,853 Shares,
• the Unavailable Performance Shares (as defined below), i.e. to the knowledge of the Offeror and as of the date hereof, a maximum of 948,145 Performance Shares (of which 204,709 have already been issued, i.e. 204,473 Performance Shares subject to a Retention Period and 236 Performance Shares subject to an

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.

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This press release does not constitute an offer to purchase securities.

Additional Retention Period, this Shares are legally and technically unavailable and will not be able to be tendered in the Offer). The situation of the beneficiaries of Performance Shares in the context of the Offer is described in section 2.3.1 of the Press Release,

(together the "Excluded Shares").

As of the date of the Press Release, to the knowledge of the Offeror, 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 Company's share capital or voting rights.

The Offer will be carried out in accordance with 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 and the Waiver Threshold described in sections 2.5.1 and 2.5.2 of the Press Release as well as, in accordance with Article 231-11 of the AMF's General Regulation the obtaining of the merger control approval from the European Commission identified in section 2.5.3 of the Press Release. The opening of the Offer is also conditioned upon the obtaining the regulatory clearances described in section 2.5.3 of the Press Release.

The Offer will be, if the required conditions are met, followed by a squeeze-out procedure pursuant to Articles L. 433-4, II of the French Monetary and Financial Code and 237-1 and seq. of the AMF's General Regulation.

The Offer is presented by Société Générale (the "Presenting Bank" or "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.

1.1. Background of the Offer

1.1.1. Background and reasons for the Offer

Albioma is an independent renewable energy producer and a significant contributor to the energy transition in its main markets, thanks to its investments in biomass, photovoltaics and geothermal. With 14 power plants in French overseas departments, Mauritius and Brazil, the Group has developed a unique partnership with the sugar industry to produce renewable power from bagasse, a fibrous residue from sugar cane. Consistent with its geographical and technological diversification strategy, the Group has recently entered the geothermal energy business with the acquisition of two power plants in Turkey, further increasing the proportion on renewable energy in its production.

The Offeror, which is indirectly controlled by investment funds and separately managed accounts advised and/or managed by Kohlberg Kravis Roberts & Co. L.P. and its affiliates (together, "KKR"), approached the Company at the end of December 2021 and, after a period of discussion, due diligence and negotiations, made an offer to the Company pursuant to which the Offeror has undertaken to file a public tender offer for the Shares and Warrants at the Offer Price.

KKR fully supports the Group's ambition to invest heavily in the energy transition in the French overseas departments by 2025 with a program that seeks to maximize its positive local impact.

In addition, the Offeror will make available its operational expertise and financial resources to accelerate the Group's international expansion. The Offeror will work closely with the existing teams to support the Company with the implementation and acceleration of its strategy, while preserving the Group's integrity and maintaining the same levels of service and performance.

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This press release does not constitute an offer to purchase securities.

The board of directors of the Company, which met on April 27, 2022, welcomed unanimously the proposed transaction and authorized the conclusion of a tender offer agreement between the Company and the Offeror (the "Tender Offer Agreement").

The board of directors of the Company has set up an ad hoc committee, composed of a majority of independent directors, in charge of supervising the work of the independent expert and issuing recommendations to the board of directors of the Company regarding the Offer. Besides, upon recommendation of the ad hoc committee, the board of directors of the Company has appointed the firm Ledouble as independent expert with the task of preparing a report on the financial terms of the public offer in accordance with the provisions of Article 261-1, I 2°, 4° and 5° of the AMF General Regulation.

Bpifrance, a Company shareholder since 2016, which holds 5.03% of the Company's share capital as at the date of the Draft Offer Document3, intends to continue to support the Company by investing alongside Kyoto LuxCo 1, a company indirectly controlled by investment funds and separately managed accounts advised and/or managed by KKR, which indirectly owns the entire share capital of the Offeror ("Kyoto LuxCo 1"), subject to the completion of the Offer. The investment by Bpifrance is to be made via the contribution of part of its shares to the Offeror (or to any French entity, indirectly controlling the Offeror) at the Offer Price. The main terms of the reinvestment agreement entered into with Bpifrance are described in section 1.3 of the Press Release.

The Chief Executive Officer and the Deputy Chief Executive Officer of the Company have also undertaken to contribute in kind at the Offer Price a number of Securities, corresponding to an investment amount of 2.5 million to the Holding (as defined below), indirectly holding the entire share capital of the Offeror, in exchange for securities of the Holding under the Managers' investment plan (as defined below) described in section 1.3.3 of the Press Release.

On April 27, 2022, the Company and the Offeror entered into the Tender Offer Agreement under which the Offeror undertook to file the Offer submitted to the Company, and the Company undertook to cooperate with the Offeror in the context of the Offer. The main terms of the Tender Offer Agreement are described in section 1.3.1 of the Press Release.

The table below summarizes the number of Shares contributed to the Offer or to the Offeror or any other entity controlling the Offeror by Bpifrance:

3 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.

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