CARBIOS : Preliminary Notice of meeting – Ordinary and Extraordinary General meeting of February 2, 2022 (in English)

CARBIOS

Société anonyme (public limited company) with capital of €7,825,630.40

Registered office: Biopôle Clermont-Limagne - rue Emile Duclaux - 63360 Saint-Beauzire, France

RCS Clermont-Ferrand 531 530 228

NOTICE OF MEETING

ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETINGS

OF FEBRUARY 2, 2022

The shareholders are invited to attend the Combined Shareholders' Meeting on Wednesday, February 2, 2022 at 9:30 a.m., which will be held at the offices of Fieldfisher LLP located at 48 rue Cambon,

75001 Paris, to deliberate on the following agenda:

AGENDA

ORDINARY SHAREHOLDERS' MEETING

1. Authorization granted to the Board of Directors for the purchase by the Company of its own shares in accordance with Article L.22-10-62 of the French Commercial Code

EXTRAORDINARY SHAREHOLDERS' MEETING

1. Delegation of authority to the Board of Directors to decide on either the issuance, with preferential subscription rights, of shares and/or securities giving access, immediately or in the future, to the share capital or giving entitlement to debt securities, or the capitalization of profits, reserves or share premiums;
2. Authorization granted to the Board of Directors for the purposes of increasing the number of securities issued in accordance with the provisions of Article L.225-135-1 of the French Commercial Code by up to 15% in the event of the implementation of the delegation of authority referred to in the previous resolution, with maintenance of preferential subscription rights;
3. Delegation of authority to the Board of Directors to decide on the issuance of shares and/or securities giving access, immediately or in the future, to the share capital or giving entitlement to debt securities, with cancellation of preferential subscription rights without naming beneficiaries and by public offering;
4. Delegation of authority to the Board of Directors to decide on the issuance of shares and/or securities giving access, immediately or in the future, to the share capital or giving entitlement to debt securities, by way of an offer referred to in Article L.411-21° of the French Monetary and Financial Codeand within the limit of 20% of the share capital per year, with cancellation of preferential subscription rights without naming beneficiaries;
5. Delegation of authority to the Board of Directors to decide on the issuance of shares and/or securities giving access, immediately or in the future, to the share capital or giving entitlement to debt securities, with cancellation of shareholders' preferential subscription rights in favor of certain categories of beneficiary;
6. Authorization granted to the Board of Directors for the purposes of increasing the number of securities issued in accordance with the provisions of Article L.225-135-1 of the French Commercial Code by up to 15% in the event of the implementation of the delegations of authority referred to in the previous three resolutions, with cancellation of preferential subscription rights;

1. Delegation of authority to the Board of Directors to decide on the issuance of 296,928 share subscription warrants - the "BSAs" - granting rights to the subscription of 296,928 new ordinary Company shares to the European Investment Bank, with cancellation of preferential subscription rights;
2. Delegation of authority to the Board of Directors to decide to issue, on one or more occasions, a maximum number of 220,000 share subscription warrants - the "BSAs" - granting rights to the subscription of 220,000 new ordinary Company shares, within the limit of an overall ceiling of 220,000 BSAs and/or founder share subscription warrants (BSPCEs) to be issued under the 9th and 10th Resolutions, this issuance being reserved for the benefit of a category of specified persons;
3. Delegation of authority to the Board of Directors to decide to issue, on one or more occasions, a maximum number of 220,000 founder share subscription warrants - the "BSPCEs" - granting rights to the subscription of 220,000 new ordinary Company shares, within the limit of an overall ceiling of 220,000 BSAs and/or BSPCEs to be issued under the 9th and 10th Resolutions, this issuance being reserved for the benefit of a category of specified persons;
4. Delegation of powers to the Board of Directors to decide on a capital increase in cash reserved for employees who are members of a company savings plan in accordance with the provisions of Articles L.225-129-6 of the French Commercial Code and L.3332-18 et seq. of the French Labor Code, with cancellation of preferential subscription rights reserved for the benefit of the
   Company's employees;
5. Setting the overall ceiling for authorizations to issue shares and securities giving access to the share capital applicable and securities representing debt;
6. Powers for formalities.

WARNING: COVID-19

Due to the exceptional situation of the coronavirus pandemic, the organizational arrangements for the Shareholders' Meeting may change depending on health and/or statutory requirements. Consequently, shareholders are invited to regularly consult the section dedicated to the 2022 Annual Combined Shareholders' Meeting on the Company's website: https://carbios.fr/investisseurs/assemblee-generale/.

In all cases, as a precautionary measure, we invite you now to anticipate and favor participation in the Shareholders' Meeting by the means of voting by mail or by proxy made available to you. The precise procedures for voting by mail or by proxy are described below.

TEXT OF THE RESOLUTIONS SUBMITTED TO THE SHAREHOLDERS' MEETING

ORDINARY SHAREHOLDERS' MEETING

FIRST RESOLUTION

(Authorization granted to the Board of Directors for the purchase by the Company of its own shares in

accordance with Article L.22-10-62 of the French Commercial Code)

The Shareholders' Meeting, ruling under the conditions of quorum and majority required for Extraordinary Shareholders' Meetings,

having taken note of the Board of Directors' report, and in accordance with European Regulation no. 596/2014 of the European Parliament and Council of April 16, 2014 and the provisions of Articles L.22- 10-62 et seq. of the French Commercial Code,

Authorizes the Board of Directors, with the option of sub-delegation, to purchase or arrange for the purchase, on one or more occasions, of Company shares not exceeding 10% of the Company's share capital (such percentage shall be applied at any time to capital adjusted for transactions affecting it subsequently).

Resolves that the purpose of the buyback by the Company of its own shares shall be:

• the implementation of stock option plans, free share plans and employee shareholding plans reserved for members of a company savings plan, in accordance with statutory provisions in force, or the allocation of shares to employees and/or executive corporate officers of the Company and related companies;
• the delivery of shares upon the exercise of rights attached to securities giving access to the
  Company's share capital;
• their use in any transaction to cover the Company's commitments in respect of financial instruments relating, in particular, to changes in the Company's share price;
• the holding of shares and their subsequent delivery in payment or exchange in the context of potential external growth, merger, spin-off or contribution transactions;
• the total or partial cancellation of shares by way of a reduction in the share capital (in particular with a view to optimizing cash management, return on equity or earnings per share), in accordance with the terms of the 27th Resolution adopted by the Shareholders' Meeting of June 23, 2021;
• market making as part of a liquidity contract entered into with an investment service provider, in accordance with the Code of Ethics recognized by the Autorité des Marchés Financiers;
• the implementation of any market practice authorized by the AMF and, more generally, the completion of all transactions in accordance with the statutory and regulatory provisions in force.

Sets the terms of such purchase as follows:

The maximum amount of funds available for the share buyback program is six million euros (€6,000,000). These purchases, sales, exchanges or transfers may be carried out by any means, i.e. on the market or over-the-counter, within the limits allowed by the regulations in force. These transactions may take place at any time, in compliance with the regulations in force, including during a takeover bid, subject to the statutory and regulatory provisions in force.

It is specified that (i) a maximum of 5% of the shares comprising the Company's share capital may be allocated with a view to their retention and subsequent delivery in payment or exchange in the context of a merger, spin-off or contribution transaction, and (ii) that in the event of acquisition under a liquidity contract, the number of shares taken into account for the calculation of the limit of 10% of the share capital mentioned above will correspond to the number of shares purchased less the number of shares resold during the term of this authorization.

The maximum purchase price per share by the Company of its own shares must not exceed one hundred and twenty (120) euros. It is specified that in the event of transactions in the share capital, in particular by capitalization of reserves and/or stock split or reverse stock split, this price will be adjusted by a multiplying coefficient equal to the ratio between the number of shares comprising the share capital before the transaction and this number after the transaction.

Delegates to the Board of Directors, in the event of a change in the par value of the share, a capital increase by capitalization of reserves, a stock split, reverse stock split, distribution of reserves or any other assets, share capital redemption or any other transaction affecting shareholders' equity, the power to adjust the aforementioned purchase and sale prices to take account of the impact of those transactions on the value of the share,

Grants full powers to the Board of Directors, subject to strict compliance with the laws and regulations in force, with the option of sub-delegation, for the purposes of:

• assessing the advisability of launching a buyback program;
• determining the terms and conditions of the buyback program, including the price of the shares purchased;
• carrying out the acquisition, sale or transfer of these shares by any means, or placing any orders on the stock market;
• allocating or reallocating the shares acquired to the various objectives pursued under the applicable statutory and regulatory conditions;
• entering into any agreement with a view, in particular, to keeping share purchase and sale registers, making all declarations to the Autorité des Marchés Financiers and any other body, and completing all formalities;
• preparing and publishing the disclosure release relating to the implementation of the buyback program; and
• in general, doing all that is necessary to carry out and implement this decision.

Specifies that the Board of Directors may not, without the prior authorization of the Shareholders' Meeting, make use of this delegation as from the filing by a third party of a proposed public tender offer for Company shares until the end of the offer period,

Resolves that the authorization is valid for a maximum period of eighteen (18) months from the date of this decision, i.e. until August 1, 2023.

The Board of Directors shall provide the shareholders at the Annual Shareholders' Meeting, in the report provided for in Article L.225-100 of the French Commercial Code and in accordance with Article L.225- 211 of the French Commercial Code, the information on the completion of the share purchase transactions authorized by the Shareholders' Meeting, in particular the number and price of shares thus acquired, and the volume of shares used.

Resolves that this authorization shall cancel and supersede the previous delegation of authority for the same purpose (3rd Resolution of the Meeting of January 8, 2021).

EXTRAORDINARY SHAREHOLDERS' MEETING

SECOND RESOLUTION

(Delegation of authority to the Board of Directors to decide on either the issuance, with preferential subscription rights, of shares and/or securities giving access, immediately or in the future, to the share capital or giving entitlement to debt securities, or the capitalization of profits, reserves or share premiums)

The Shareholders' Meeting, ruling under the conditions of quorum and majority required for Extraordinary Shareholders' Meetings,

having taken note of the Board of Directors' report and the Statutory Auditor's special report, in accordance with the provisions of Article L.225-129 et seq. of the French Commercial Code and, in particular, Articles L.225-129-2,L.22-10-50,L.228-92 and L.228-93 of the French Commercial Code,

Delegates to the Board of Directors its authority, with the option of sub-delegation to the Chief Executive Officer, to carry out one or more capital increases, on one or more occasions, in France or abroad, in such proportions and at such times as it deems appropriate, in euros or in any other monetary unit established by reference to several currencies:

• through the issuance, on the French and/or international market, with preferential subscription rights, of ordinary Company shares and/or any other securities giving access immediately or in the future, at any time or at a fixed date, to the share capital of the Company, of companies which would directly or indirectly own more than half of its share capital or of companies in which it directly or indirectly owns more than half of the share capital, or giving entitlement to debt securities, by subscription either in cash or by offsetting receivables, conversion, exchange, redemption, exercise of warrants or in any other manner;
• and/or by capitalization of all or part of the profits, reserves or premiums, the capitalization of which is permitted by law and by the Company's bylaws, and in the form of an allocation of free ordinary shares or an increase in the par value of existing shares or through a combination of these two processes;

it being specified that the issuance of preferred shares is strictly excluded from this delegation,

Resolves to set the following limits on the amounts of the issuances authorized in the event that the Board of Directors makes use of this delegation:

• the maximum nominal amount of the capital increases that may be carried out immediately or in the future pursuant to this delegation is set at three million nine hundred and six thousand euros (€3,906,000) or the equivalent amount in any other monetary unit established by reference to several currencies, it being specified that the total nominal amount of such capital increases shall be deducted from the overall ceiling provided for in the 12th Resolution of this
  Shareholders' Meeting. To this ceiling will be added, where applicable, the nominal amount of any shares to be issued, in the event of new financial transactions to preserve, in accordance with the law, the rights of holders of securities giving access to the share capital,
• the nominal amount of bonds and other debt securities giving access to the share capital that may be issued under this delegation may not exceed two hundred and twenty-three million euros
  (€223,000,000) or the equivalent amount in any other monetary unit established by reference to several currencies, it being specified that the total nominal amount of these bonds or other debt securities will be deducted from the overall ceiling applicable to bonds or other debt securities set by the 12th Resolution of this Shareholders' Meeting,