Albioma : Response document of Albioma in the context of the tender offer for the shares and warrants of Albioma initiated by Kyoto BidCo

This document is an unofficial English-language translation of the response document (note en réponse) which was approved by the French Autorité des marches financiers on June 21, 2022. In the event of any discrepancies between this unofficial English-language translation and the official French response document, the official French response document shall prevail.

DOCUMENT PREPARED BY THE COMPANY

IN RESPONSE

TO THE TENDER OFFER FOR THE SHARES AND WARRANTS OF ALBIOMA

INITIATED BY THE COMPANY

KYOTO BIDCO SAS

Pursuant to Article L. 621-8 of the French Monetary and Financial Code and Article 231-26 of its general regulation, the Autorité des marchés financiers (the "AMF") has, following its clearance decision dated June 21, 2022, affixed the visa n°22-231 on this response document (the "Response Document"). This Response Document has been prepared by Albioma and engages the responsibility of its signatories.

In accordance with the provisions of Article L. 621-8-1 I of the French Monetary and Financial Code, the visa has been granted after the AMF has verified "whether the document is complete and

comprehensible and whether the information it contains is consistent". It does not imply approval of

the appropriateness of the transaction, nor authentication of the accounting and financial information presented.

IMPORTANT NOTICE

In accordance with Articles 231-19 and 261-1 of the AMF's general regulation, the report of Ledouble, acting as independent expert, is included in this Response Document.

The Response Document is available on the websites of the AMF (www.amf-france.org)and 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, 92914 La Défense Cedex).

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 these documents will be made available.

		Table of Contents
1.	PRESENTATION OF THE OFFER............................................................................................	4
2.	CONTEXT AND CHARACTERISTICS OF THE OFFER ......................................................	5
2.1	Background and reasons for the Offer.....................................................................................	5
2.2	Reminder of the terms of the Offer...........................................................................................	7
	2.2.1 Principal terms of the Offer......................................................................................................	7
	2.2.2 Modalities of the Offer .............................................................................................................	8
	2.2.3 Situation of the beneficiaries of Performance Shares...............................................................	8
2.3	Offer restrictions abroad .........................................................................................................	10
3.	REASONED OPINION OF THE BOARD OF DIRECTORS OF THE COMPANY ...........	12
3.1	Composition of the Board of Directors...................................................................................	12
3.2	Reasoned opinion of the Board of Directors ..........................................................................	12

4. INTENTIONS OF THE MEMBERS OF THE BOARD OF DIRECTORS OF THE

COMPANY ...........................................................................................................................................	19
5. INTENTIONS OF THE COMPANY REGARDING TREASURY SHARES .......................	20

6. AGREEMENTS THAT MAY MATERIALLY AFFECT THE ASSESSMENT OF THE

OFFER OR ITS OUTCOME..............................................................................................................	21
6.1	The Tender Offer Agreement entered into by the Company ...............................................	21
6.2	Investment Agreement with Bpifrance...................................................................................	21
6.3	Investment of the Managers in the Holding...........................................................................	24
6.4	Contribution Agreement entered into with COFEPP...........................................................	26
6.5	Liquidity Agreement ................................................................................................................	26
6.6	Contribution agreements .........................................................................................................	28

7. ELEMENTS LIKELY TO HAVE AN INFLUENCE IN THE EVENT OF A TENDER

OFFER ..................................................................................................................................................	28
7.1 Share capital structure and distribution ................................................................................	28

7.2 Restrictions in the articles of association on the exercise of voting rights and the transfer of shares or clauses in agreements brought to the attention of the Company pursuant to Article

L. 233-11 of the Commercial Code .....................................................................................................	29
7.2.1 Statutory restrictions on the exercise of voting rights or on transfers of shares.....................	29
7.2.2 Clause in agreements providing for preferential conditions for the sale or acquisition of
shares and relating to at least 0.5% of the Company's capital or voting rights..................................	29
7.2.3 Direct and indirect shareholdings in the Company's capital that have been reported as
having crossed a threshold or been mentioned in a declaration of securities transactions.................	29

7.3 List of holders of any securities of the Company with special control rights and

description thereof................................................................................................................................

32

7.4 Control mechanisms in a possible employee share ownership scheme when control rights

are not exercised by employees ...........................................................................................................

32

7.5 Agreements between shareholders of which the company is aware and which may result

in restrictions on the transfer of shares and the exercise of voting rights.......................................

33

7.6 Rules applicable to the appointment and replacement of members of the Board of

Directors and to the amendment of the Company's articles of association ....................................

33

1. Powers of the Board of Directors, in particular concerning the issue or repurchase of shares 34
2. Significant agreements entered into by the Company that are modified or terminated in

the event of a change of control of the Company ..............................................................................

36

7.9 Agreements providing for indemnities for members of the Board of Directors or employees if they resign or are dismissed without real and serious cause or if their employment

is terminated as a result of a tender offer...........................................................................................	37
8. MEETING OF THE ALBIOMA GROUP COMMITTEE ......................................................	37

9. INDEPENDENT EXPERT'S REPORT UNDER ARTICLE 261-1 OF THE AMF'S

GENERAL REGULATION................................................................................................................

39

10. TERMS AND CONDITIONS FOR THE PROVISION OF OTHER INFORMATION

ABOUT THE COMPANY ..................................................................................................................	39
11. PERSONS RESPONSIBLE FOR THE RESPONSE DOCUMENT ...................................	40

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 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 euros per Share (dividend coupon detached1) (the "Share Offer Price"), and (ii) all of their Warrants at a price of 29.10 euros 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 offer document prepared by the Offeror and approved by the AMF on June 21, 2022 under number 22-230 (the "Offer Document").

The Offeror has indicated in the Offer Document that, as of the date of the 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 June 10, 2022, a number of 30,905,873 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 June 10, 2022, a maximum of 551,478 new Shares;
• all of the Warrants issued by the Company and not yet exercised, i.e. as of June 10, 2022, a maximum total number of 551,478 Warrants.

It is specified that the Offer does not target:

• the Shares that Bpifrance has undertaken to contribute to the Offeror in the context of the Investment Agreement and which are subject to the BPI Lock-up Undertaking, as described in section 6.2 below and in section 1.3.2 of the Offer Document, i.e. 1,164,791 Shares,

1

2

The General Meeting held on May 25, 2022 approved the distribution of a dividend of 0.84 euro per Share for fiscal year 2021 (0.924 euro for Shares eligible for the bonus dividend) to be paid exclusively in cash. The dividend was detached from the Shares on June 9, 2022 and paid on June 13, 2022.

On the basis of a capital composed of 32,420,226 Shares representing as many theoretical voting rights as of June 10, 2022, in accordance with the provisions of Article 223-11 of the AMF's General Regulation.

• the Company's treasury Shares, i.e. 144,853 Shares as of June 10, 2022,
• the Unavailable Performance Shares (as defined below), i.e., as of June 10, 2022, 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 Additional Retention Obligation, these Shares being legally and technically unavailable and therefore not being tenderable to the Offer). The situation of the beneficiaries of Performance Shares in the context of the Offer is described in section 2.2.3 below and in section 2.4 of the Offer Document,

(together the "Excluded Shares").

As of the date of the 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 232-1et 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 2.6.1 of the Offer Document and to the waiver threshold described in section 2.6.2 of the Offer Document as well as, in accordance with Article 231-11 of the AMF's General Regulation, to the obtaining of the merger control approval from the European Commission identified in section in section 2.6.3 of the 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 237-1et seq. of the AMF's 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.

2. CONTEXT AND CHARACTERISTICS OF THE OFFER

2.1 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 tender offer for the Shares and Warrants at the Offer Price.

KKR has stated its full support of 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.