Carbios : 2020 Universal Registration Document (in English)

UNIVERSAL

REGISTRATION

DOCUMENT

2 2

comprising the annual financial

report, the management report and the corporate governance report

CONTENTS

1	PRESENTATION OF CARBIOS
	AND ITS ACTIVITIES	5
	AFR
	1.1	General overview	6
	1.2	Market context
		and opportunities	10
	1.3	Strategy	13
	1.4	Enzymatic recycling of PET:
		a business model that creates
		value for all players	17
	1.5	CARBIOLICE: an industrial
		joint venture, expert
		in the biodegradation
		of PLA‑based bioplastics	25
	1.6	Other areas of development	30
2	COMMENTS ON THE BUSINESS 33
AFR
	2.1	Analysis of the business
		and results	34
	2.2	Cash flows and financial
		structure	37
	2.3	Events after the reporting
		period	43
	2.4	Outlook and objectives	43
	2.5	Material contracts	43
	AFR
3	RISK FACTOR	47
AFR
	3.1	Summary of significant
		and specific risks	48
	3.2	Detailed presentation
		of significant and specific risks	49
	3.3	Risk management measures	55
4	CORPORATE GOVERNANCE	57
	4.1	Governance organization	58
	4.2	Compensation and benefits	68
	AFR
	4.3	Operations with affiliates	72
	AFR

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5	FINANCIAL STATEMENTS	79
				AFR
	5.1	Annual financial statements	80
	5.2	Statutory Auditors' report	106
	5.3	Additional information
		concerning CARBIOLICE	108

6	CAPITAL AND SHAREHOLDING 113
				AFR
	6.1	Shareholding	114
	6.2	Stock market data	116
	6.3	Dividend policy	117
	6.4	Other information concerning
		the share capital	117
7	ADDITIONAL INFORMATION	131

7.1 Information concerning

the issuer	132
AFR

7.2 Articles of Incorporation

	and bylaws	133
7.3	Person responsible	140
AFR
7.4	Persons responsible
	for auditing the financial
	statements	140
	AFR
7.5	Declaration of approval
	from the competent authority	141

7.6 Documents available

	to the public	141
7.7	Cross-reference tables	141
7.8	Glossary	144

THE ITEMS IN THE ANNUAL FINANCIAL REPORT

ARE IDENTIFIED IN THE CONTENTS

BY THE PICTOGRAMME AFR

UNIVERSAL REGISTRATION

DOCUMENT

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comprising the annual financial report,

Management report and

2020 Corporate Governance report

This Universal Registration Document was filed on April 14, 2021 with the Autorité des Marchés Financiers ("AMF"), as the competent authority in respect of (EU) Regulation no. 2017/1129, without prior approval in accordance with Article 9 of the said regulation.

The Universal Registration Document may be used in support of a public offering of securities or the admission to trading of financial securities on a regulated market if it is supplemented by a transaction note and, if applicable, a summary note and all amendments made to the Universal Registration Document. The set of documents is approved by the AMF in accordance with (EU) Regulation no. 2017/1129.

Pursuant to Article 19 of (EU) Regulation No. 2017/1129, the following elements are included by reference in this Universal Registration Document:

•l the parent company financial statements for the fiscal year ended December 31, 2018 and the related Statutory Auditors' report as presented in sections 20.1 (pages 146 to 166) and 20.4 (pages 167 to 170) of the Registration Document filed with the AMF on April 8, 2019 under the number D.19-0287;

•l the review of the Company's results and financial position for the fiscal year ended December 31, 2018 presented in Chapter 9 (pages 76 to 82) of the Registration Document filed with the AMF on April 8, 2019 under the number D.19-0287;

•l the parent company financial statements for the fiscal year ended December 31, 2019 and the related Statutory Auditors' report as presented in sections 3.1 (pages 86 to 106) and 3.2 (pages 107 to 111) of the Universal Registration Document filed with the AMF on April 29, 2020 under the number D.20-0412;

•l the review of the Company's results and financial position for the fiscal year ended December 31, 2019 presented in section 1.11 (pages 35 to 45) of the Universal Registration Document filed with the AMF on April 29, 2020 under the number D.20-0412.

The information included in these two Registration Documents, other than those referred to above, is replaced or updated by the information included in this Universal Registration Document. These two Registration Documents are available at the Company's registered office and on its internet site www.carbios.com.

Copies of this Universal Registration Document are available free of charge at CARBIOS' registered office, Biopôle Clermont-Limagne - 3, rue Émile-Duclaux - 63360 Saint-Beauzire FRANCE, the Company's website (www.carbios.com) and the AMF's website (www.amf-france.org).

I CARBIOS I UNIVERSAL REGISTRATION DOCUMENT 2020 1

In this document, the terms:

•l "CARBIOS" or the "Company" refers to the CARBIOS company;

•l "Universal Registration Document" refers to this document.

Forward-looking information

This Universal Registration Document contains statements regarding the Company's objectives and areas of development. These statements are sometimes identified by the use of the future and conditional tenses and terms of a forward-looking nature such as "consider", "envisage", "think", "aim", "expect", "intend", "should", "hope", "estimate", "believe", "wish", "may", or, as the case may be, the negative form of these same terms, or any other variant or similar terminology.

Readers should note that these objectives and areas of development depend on circumstances or facts whose occurrence or completion is uncertain.

These objectives and areas of development are not historical data and should not be interpreted as guarantees that the stated facts and data will occur, the assumptions be verified or the objectives achieved. By their nature, these objectives may not be achieved and the statements or information contained in this Universal Registration Document may prove to be incorrect, and the Company is not obliged in any way to update them, subject to the regulations in force, in particular the General Regulation of the Autorité des Marchés Financiers.

This Universal Registration Document also contains information relating to the Company's business activity as well as the market and industry in which it operates. This information comes from, among other places, studies conducted by internal and external sources (analyst reports, specialized studies, industry publications, all other information published by market research companies, companies and public bodies). The Company believes that this information gives a true and fair view of the market and industry in which it operates and accurately reflects its competitive position; however, although this information is considered reliable, it has not been independently verified by the Company.

Risk factors

Investors are also invited to take into account the risk factors described in Chapter 3 "Risk factors" in the Universal Registration Document before making their investment decision. The occurrence of one or more of these risks could have an adverse effect on the business, outlook, financial position, results and outlook of the Company. Other risks not yet identified or considered not to be significant by the Company may have the same adverse effect and investors may lose all or part of their investment.

Rounding

Some figures (including data expressed in thousands or millions) and percentages presented in the Universal Registration Document have been rounded. If applicable, the totals presented in the Universal Registration Document may differ slightly from those that would have been obtained by adding the exact (unrounded) values for these figures.

Document translated by LABRADOR TRANSLATIONS SAS - 8, rue Lantiez 75017 PARIS - RCS Paris 518 206 255 - APE 7430Z

Translation for information purpose only. In case of discrepancy between the French and the English version of this Universal Registration Document, the French version should prevail.

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