CARBIOS : Notice of meeting – Annual Ordinary and Extraordinary General meeting of June 23, 2021 (in English)

CARBIOS

Société anonyme (public limited company) with capital of €7,815,130.40

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

France

RCS Clermont-Ferrand 531 530 228

NOTICE OF MEETING

ANNUAL ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETINGS

OF JUNE 23, 2021

Ladies and Gentlemen, the shareholders are invited to attend the Annual Ordinary and Extraordinary Shareholders' Meeting on Wednesday June 23, 2021 at 9 a.m. (Paris time), which will take place, contrary to the publication in the Bulletin des Annonces Légales Obligatoires n°60 of May 19, 2021, at Hall 32, 32 rue du Clos du Four, 63100 Clermont-Ferrand, France to deliberate on the following agenda:

AGENDA

COMPETENCE OF THE ORDINARY SHAREHOLDERS' MEETING

1. Approval of the parent company financial statements for the fiscal year ended December 31, 2020 and discharge to the Directors;
2. Approval of the expenses and charges referred to in item 4 of Article 39 of the French General Tax Code;
3. Appropriation of net income for the fiscal year;
4. Allocation of negative retained earnings to the "Issue, merger and contribution premiums" item;
5. Approval of the agreements referred to in Articles L. 225-38 et seq. of the French Commercial Code;
6. Recognition of the expiry of the term of office of Mr. Jean-Claude LUMARET as a Director and decision to be taken on the renewal of his term of office;
7. Recognition of the expiry of the term of office as Director of Mr. Ian HUDSON as a Director and decision to be taken on the renewal of his term of office;
8. Recognition of the expiry of the term of office of Mr. Alain CHEVALLIER as a Director and decision to be taken on the renewal of his term of office;
9. Recognition of the expiry of the term of office of Mr. Jacques BREUIL as a Director and decision to be taken on the renewal of his term of office;
10. Recognition of the expiry of the term of office of Ms. Jacqueline LECOURTIER as a Director and decision to be taken on the renewal of her term of office;
11. Recognition of the expiry of the term of office of TRUFFLE CAPITAL as a Director and decision to be taken on the renewal of its term of office;
12. Decision to be taken on the appointment of Business Opportunities for L'Oréal Development as a new Director of the Company;

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1. Decision to be taken on the appointment of Michelin Ventures as a new Director of the Company;
2. Decision to be taken on the appointment of Mr. Vincent KAMEL as a new Director of the Company;
3. Decision to be taken on the appointment of Ms. Mieke JACOBS as a new Director of the Company;
4. Determination of the total annual compensation allocated to the members of the Board of Directors;
5. 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;

WITHIN THE REMIT OF THE 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 rights to debt securities, or the incorporation into the share capital of profits, reserves or share premiums;
2. 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 rights to debt securities, with cancellation of preferential subscription rights without naming beneficiaries and by public offering;
3. Delegation of authority to the Board of Directors to decide on the issue of shares and/or securities giving access, immediately or in the future to the share capital or giving rights to debt securities, by way of an offer referred to in Article L. 411-2 1° 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;
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 rights to debt securities, with cancellation of shareholders' preferential subscription rights in favor of certain categories of beneficiary;
5. Authorization 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, up to a maximum of 15%, in the event of the implementation of the delegations of authority referred to in the previous four resolutions, with maintenance or cancellation of preferential subscription rights, depending on the case;
6. Delegation of authority to the Board of Directors to decide to issue, on one or more occasions, a maximum number of 700,000 share subscription warrants - the "BSAs" - granting rights to the subscription of 700,000 new ordinary Company shares, this issuance being reserved for the benefit of a specific category of persons;
7. Delegation of authority to the Board of Directors to decide to issue, on one or more occasions, a maximum number of 700,000 founder share subscription warrants - the "BSPCEs" - granting rights to the subscription of 700,000 new ordinary Company shares, this issuance being reserved for the benefit of a specific category of persons;

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1. Delegation of powers to be granted to the Board of Directors for the purpose of deciding 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 Company employees;
2. Setting the overall ceiling for authorizations to issue shares and securities giving access to the share capital applicable and securities representing debt;
3. Authorization to the Board of Directors to reducethe Company's share capital by means of canceling shares;
4. 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 legal requirements. Consequently, shareholders are invited to regularly consult the section dedicated to the Annual Ordinary and

Extraordinary Shareholders' Meeting 2021 on the Company's website: https://www.carbios.com/participer-a-lassemblee-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.

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INFORMATION

1 - Participation in the Meeting

Shareholder status

Shareholders may take part in this Shareholders' Meeting regardless of the number of shares they own, notwithstanding any provisions to the contrary in the Bylaws.

• Shareholders may attend the Shareholders' Meeting: either by participating physically;
• or by voting by post;
• or by being represented by giving a proxy to the Chairman;
• or by being represented by giving a proxy to any other person of their choice (Articles L.225- 106 and L.22-10-39 of the French Commercial Code).

It is specified that for any proxy given by a shareholder without indication of a proxy, the Chairman of the Shareholders' Meeting will vote in favor of the adoption of the draft resolutions presented or approved by the Board of Directors and vote against the adoption of all other draft resolutions.

Legal representatives of incapacitated shareholders and representatives of legal entities shareholders may be required to prove their capacity by producing a copy of the court decision or a certified extract of the decision of the partners or the Board that appointed them.

In accordance with Article R.22-10-28 of the French Commercial Code, shareholders may attend the Shareholders' Meeting who can prove:

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• in the case of registered shares: registration of said shares in the Company's registered securities accounts on Monday, June 21, 2021 at midnight, Paris time;
• in the case of bearer shares: registration of said shares (where applicable in the name of the intermediary registered on behalf of the shareholder concerned under the legal and regulatory conditions) in the bearer share accounts held by their authorized intermediary on Monday, June 21, 2021 at midnight, Paris time. The authorized intermediaries will issue a shareholding certificate, attached to the admission card, to the postal voting or proxy form drawn up in the name of the shareholder or on behalf of the shareholder represented by the registered intermediary.

Only shareholders who prove that they are in this capacity on Monday, June 21, 2021 at midnight, Paris time, under the conditions set out above, may participate in this Shareholders' Meeting.

Shareholders may at any time sell all or part of their shares:

• if the sale takes place before midnight (Paris time) on Monday, June 21, 2021, the vote cast by post or the proxy, accompanied, where applicable, by a shareholding certificate, will be invalidated or amended accordingly, as the case may be. For this purpose, the authorized intermediary holding the account must notify the Company or its agent of the sale and provide it with the necessary information;
• if the sale or any other transaction were carried out after midnight (Paris time) on Monday, June 21, 2021, regardless of the means used, it would not be notified by the authorized intermediary or taken into consideration by the Company.

Method of participation in the Meeting

If they do not attend this meeting in person, shareholders may choose to vote by correspondence or proxy with or without indication of proxy.

Voting by correspondence or by proxy by post or electronically

Any shareholder (registered or bearer) wishing to vote by correspondence or by proxy may request a postal or proxy voting form, by letter addressed to CARBIOS - To the attention of Quentin RUELLE, at the following address: 11 rue Patrick Depailler, 63000 Clermont-Ferrand, or by email at the following address: [e-mail] the latest six days before the Shareholders' Meeting. The postal voting or proxy form will also be available on the Company's website: https://www.carbios.com/assemblees- generales/.

Shareholders will return their postal or proxy voting forms so that the Company can receive them no later than three days before the date of the Shareholders' Meeting, i.e. no later than midnight on Friday, June 18, 2021, Paris time:

• if their shares are registered in registered form: return the form directly to CARBIOS-To the
  attention of Quentin RUELLE, at the following address: 11 rue Patrick Depaillier, 63000
  Clermont-Ferrand, or by email to the following address: [e-mail];
• if their shares are registered in bearer form: return the form to the account holder who manages it, which will provide a shareholding certificate and send it to CARBIOS. Quentin RUELLE, at the following address: 11 rue Patrick Depaillier, 63000 Clermont-Ferrand, or by email at the following address: [e-mail].

It is specified that no form received after this deadline will be taken into account.

Appointment/revocation of mandates with indication of proxy by electronic means

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Shareholders may give a proxy or revoke a proxy, with indication of proxy electronically in accordance with the provisions of Article R. 225-79 of the French Commercial Code, as follows:

• if their shares are registered in registered form: by sending an email to the following email
  address: [e-mail]. This email must include as an attachment a scanned copy of the proxy voting form specifying the full name, address and bank details of the shareholder as well as the surname, first name and address of the appointed or revoked proxy;
• if their shares are registered in bearer form: by asking the financial intermediary who manages the securities account to send a written confirmation of this appointment or revocation of a proxy to the following address: CARBIOS - To the attention of Quentin RUELLE -11 rue Patrick Depailleur, 63000 Clermont-Ferrand, or by email at the following address: [e-mail].

Pursuant to the provisions of article 6 of decree no. 2020-418 of April 10, 2020 adapting the rules of meetings and deliberation of meetings and management bodies of legal persons and private law entities without legal personality due to the Covid-19 epidemic, as extended by decree no. 2021-255 of March 9, 2021, proxy forms indicating proxy transmitted electronically must be sent at the latest on the fourth day preceding the date of the Shareholders' Meeting, i.e. by Saturday, June 19, 2021.

In this respect, in accordance with article 6 of decree no. 2020-418 of April 10, 2020, as extended by decree no. 2021-255 of March 9, 2021, the proxy must send his/her instructions for the exercise of the mandates which he/she holds to the Company, by e-mail to the following address: [e-mail] the form of the postal voting form (indicated in Article R. 225-76 of the French Commercial Code), no later than the fourth day preceding the date of the Shareholders' Meeting, i.e. no later than Saturday, June 19, 2021.

2 - Submission of written questions and request for inclusion of agenda items or draft resolutions

Given the exceptional situation due to COVID-19, we recommend that you favor requests to include items or draft resolutions on the agenda and the sending of written questions electronically.

Shareholders may submit written questions to the Company as from the convening of the Shareholders' Meeting in accordance with Articles L.225-108 and R.225-84 of the French Commercial Code. These questions should be addressed to the Chairman of the Board of Directors at the following address: CARBIOS, 11 rue Patrick Depaillier, 63000 Clermont-Ferrand, by registered letter with acknowledgment of receipt or by electronic communication to the following email address: [e-mail] later than the end of the second business day preceding the date of the Shareholders' Meeting, i.e. Monday, June 21, 2021 at 11:59 p.m., Paris time. They must be accompanied by a shareholding certificate.

Motivated requests to include items or draft resolutions on the agenda by shareholders meeting the legal and regulatory conditions in force, or by the Social and Economic Committee, must be sent to CARBIOS at the following address: 11 rue Patrick Depaillier, 63000 Clermont-Ferrand, by registered letter with acknowledgment of receipt or by email to the following email address: [e-mail] twenty

1. days after the date of this notice and must reach the Company no later than the twenty-fifth (25th) day preceding the date of the Shareholders' Meeting. These requests must be accompanied by a shareholding certificate justifying the possession or representation by the authors of the request of the fraction of the capital required by the provisions in force. The request shall be accompanied by the text of the draft resolutions, which may include a short explanation of the purpose. The request for inclusion of an item on the agenda is justified.

It is also recalled that the review by the Shareholders' Meeting of the items on the agenda and of the resolutions to be presented is subject to the transmission by the interested parties of a new certificate

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