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 informed of the holding of an Ordinary and Extraordinary Shareholders' Meeting on Wednesday June 23, 2021 at 9 a.m. (Paris time) at the Company's registered office at Biopôle Clermont-Limagne, rue Emile Duclaux, 63360 Saint-Beauzire, France in order to discuss 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://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

COMPETENCE OF THE ORDINARY SHAREHOLDERS' MEETING

FIRST RESOLUTION

(Approval of the parent company financial statements for the fiscal year ended December 31, 2020

and discharge to the Directors)

The Shareholders' Meeting, ruling under the conditions of quorum and majority required for Ordinary Shareholders' Meetings, having taken note of:

• the management report prepared by the Board of Directors,
• the Statutory Auditor's report on the parent company financial statements for the fiscal year ended December 31, 2020,

Approves the annual financial statements, namely the statement of financial position, the income statement and the notes to the financial statements, ended December 31, 2020 as presented to it, as well as the transactions reflected in these financial statements and summarized in these reports.

Consequently, the Shareholders' Meeting grants full and unreserved discharge to the members of the Board of Directors for the performance of their respective mandates for the past fiscal year.

SECOND RESOLUTION

(Approval of the expenses and charges referred to in item 4 of Article 39 of the French General Tax

Code)

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The Shareholders' Meeting, ruling under the conditions of quorum and majority required for Ordinary Shareholders' Meetings, having reviewed the management report of the Board of Directors and the Statutory Auditor's report, ruling pursuant to the provisions of Article 223 quater of the French General Tax Code,

Notes the existence of expenses and charges not deductible from corporate tax referred to in Article 39 of the French General Tax Code;

Approves the amount of expenses and charges not deductible from corporate income tax referred to in item 4 of Article 39 of the French General Tax Code, i.e. the sum of €36,024.

THIRD RESOLUTION

(Appropriation of net income for the fiscal year)

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

Approves the proposal of the Board of Directors and resolves to allocate the loss for the fiscal year amounting to €(6,145,616.69), in full to the "Retained earnings" item which will thus be increased after allocation, to a debit balance of €(20,260,880.40).

In accordance with Article 243 bis of the French General Tax Code, the Shareholders' Meeting recalls that no dividend has been paid over the last three financial years.

FOURTH RESOLUTION

(Allocation of negative retained earnings to the "Issue, merger and contribution premiums" item).

The Shareholders' Meeting, ruling under the conditions of quorum and majority required for Ordinary Shareholders' Meetings, having reviewed the management report of the Board of Directors,

Notes that after appropriation of the loss for the fiscal year ended December 31, 2020 as decided by the Ordinary Shareholders' Meeting today, the "Retained earnings" item is negative at €(20,260,880.40),

Resolves to clear the said "Retained earnings" item in full, i.e. up to €(20,260,880.40), by allocation to the "Issue, merger and contribution premiums" item, for which the balance before allocation amounts to €59,687,448.86,

Notes that as a result of this allocation the "Retained earnings" item is equal to 0 euro and that the "Issue, merger and contribution premiums" item is profitable in the amount of €39,426,568.46.

FIFTH RESOLUTION

(Approval of the agreements referred to in Articles L. 225-38 et seq. of the French Commercial Code)

The Shareholders' Meeting, ruling under the conditions of quorum and majority required for Ordinary Shareholders' Meetings, after hearing the Statutory Auditor's special report,

Approves the conclusions of the report presented by the Statutory Auditor pursuant to Article L. 225- 38 of the French Commercial Code on the agreements subject to authorization, as well as the agreements mentioned therein.

SIXTH RESOLUTION

(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)

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The Shareholders' Meeting, ruling under the conditions of quorum and majority required for Ordinary Shareholders' Meetings, having reviewed the report of the Board of Directors and having noted that the term of office of Mr. Jean-Claude LUMARET as a Director expires at the end of this Meeting,

Resolves to renew his term of office for a period of four years expiring at the end of the Ordinary Shareholders' Meeting to be held in 2025 and which will be called to approve the financial statements for the fiscal year ended on December 31, 2024.

SEVENTH RESOLUTION

(Recognition of the expiry of the term of office of Mr. Ian HUDSON as a Director and decision to be

taken on the renewal of his term of office)

The Shareholders' Meeting, ruling under the conditions of quorum and majority required for Ordinary Shareholders' Meetings, having reviewed the report of the Board of Directors and having noted that the term of office of Mr. Ian HUDSON as a Director expires at the end of this Meeting,

Resolves to renew his term of office for a period of four years expiring at the end of the Ordinary Shareholders' Meeting to be held in 2025 and which will be called to approve the financial statements for the fiscal year ended on December 31, 2024.

EIGHTH RESOLUTION

(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)

The Shareholders' Meeting, ruling under the conditions of quorum and majority required for Ordinary Shareholders' Meetings, having reviewed the report of the Board of Directors and having noted that the term of office of Mr. Alain CHEVALLIER as a Director expires at the end of this Meeting,

Resolves to renew his term of office for a period of four years expiring at the end of the Ordinary Shareholders' Meeting to be held in 2025 and which will be called to approve the financial statements for the fiscal year ended on December 31, 2024.

NINTH RESOLUTION

(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)

The Shareholders' Meeting, ruling under the conditions of quorum and majority required for Ordinary Shareholders' Meetings, having reviewed the report of the Board of Directors and having noted that the term of office of Mr. Jacques BREUIL as a Director expires at the end of this Meeting,

Resolves to renew his term of office for a period of four years expiring at the end of the Ordinary Shareholders' Meeting to be held in 2025 and which will be called to approve the financial statements for the fiscal year ended on December 31, 2024.

TENTH RESOLUTION

(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)

The Shareholders' Meeting, ruling under the conditions of quorum and majority required for Ordinary Shareholders' Meetings, having reviewed the report of the Board of Directors and having noted that the term of office of Ms. Jacqueline LECOURTIER as a Director expires at the end of this Meeting,

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