Hoffmann Green Cement Technologies : announces a capital increase to finance its development internationaly and to accelerate it in France

Press Release

Hoffmann Green Cement Technologies announces a capital increase to finance its

development internationally and to accelerate it in France

Release of a prospectus related to this capital increase

Key terms of the transaction:

• Capital increase without shareholders' preferential subscription rights by way of a public offering of maximum 1,000,000 new shares, and with a priority subscription period on a irreducible basis to shareholders
• Maximum subscription price: €25 per new share, i.e. a maximum capital increase amount of €25 million
• Minimum subscription price: €21.43 per new share
• Priority period and subscription period for the public offering: from 23 to 29 November 2021 (inclusive)
• Subscription period for the global placement: from 23 to 30 November 2021 (inclusive) at 12.00 noon
• Update of the Company's objectives in the event of completion of the transaction to reflect the new lines of development of the Company's business internationally and in France
• Eligibility for PEA and PEA-PME

Chaillé-sous-les-Ormeaux, 19 November 2021 - 8.00 pm CET: Hoffmann Green Cement Technologies

(ISIN: FR0013451044, Symbol: ALHGR) ("Hoffmann Green" or the "Company"), a pioneer in clinker-freelow-carbon cement, today announces the launch of a capital increase without shareholders' preferential subscription rights by way of a public offering and with a priority subscription period, on an irreducible basis, to its existing shareholders, and a global placement, for a maximum of 1,000,000 new shares to be issued (the "Offering"), i.e. a maximum amount of €25 million based on the maximum price of €25 per share as determined by the Management Board of the Company on 19 November 2021.

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Julien Blanchard and David Hoffmann, co-founders of Hoffmann Green, stated: "Your support since our IPO is a measure of how far we have come. At the industrial level, we have optimised the processes and expanded the H1 site and we have started working on the construction of the H2 unit, which will be the model duplicated internationally and is scheduled to come on stream in the second half of 2022. Our product range has been enriched with the launch of H-IONA,the most decarbonised cement on the European market, available to the general public for the first time. Lastly, from a commercial perspective, the backlog has grown by +33% since the end of 2019 with the signing of contracts with leading players in the construction sector.

On the strength of these various achievements and with the conviction that the current juncture is opportune for Hoffmann Green, we have decided to accelerate our international development through a licensing model for Hoffmann Green's technologies and processes, while strengthening our technological leadership in France, specifically by internalising certain industrial processes and expanding our sales team."

Reasons for the transaction and planned use of the proceeds from the transaction

The Company plans to use the funds to be raised in order to finance:

1. the launch of its international development (65% of the estimated maximum net proceeds, i.e. approximately €15.7 million) with:
2. 1. Implementation of international licensing agreements for use of the Company's technologies (cements) and industrial processes with partners (local, independent players active in the construction sector) who will finance, build and operate Hoffmann Green industrial sites located in geographical areas that are mature in terms of carbon regulations, which, at the request of the partner(s), may include possible minority stakes of the Company in joint ventures created for this purpose between the partner(s) and the Company. These partners will market Hoffmann Green technologies in their geographical region. The use of the Company's technologies and industrial processes by these partners will, in connection with implementing these licensing agreements, likely yield royalties for the Company (at lump stum and/or in function of sales volumes), the amount of which will be correlated to the number of Hoffmann Green Cement industrial sites built (the construction period of a Hoffmann Green Cement industrial site being estimated between 18 and 24 months) and actually operated by the partners;
   2. establishment of a team in charge of internationalisation both to identify and manage partnerships and to provide technical, industrial and commercial support to partners.
3. the acceleration of its development in France (35% of the estimated maximum net proceeds, i.e. approximately €8.5 million) with:
4. 1. internalisation of certain industrial processes with the construction of a concrete plant on the H2 site to carry out in-house R&D tests of the Company's future technologies and to enjoy more autonomous R&D; investment in a number of mobile concrete plants in order to supply the various building sites nationwide which are not covered by the Company's current networks;
   2. expansion of sales teams dedicated to developing sales of H-IONA cement bags, ordering and managing projects on a national scale and increasing the Company's presence within the distribution networks.

If the Offering is completed at 75%, the Company will reduce investment amounts in order to develop both internationally and in France, while maintaining the above proportions, which could cut anticipated development time frames.

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Update of the objectives communicated by the Company

• Sales revenue on the 2026 horizon

The launch of international development and the acceleration of development in France, which are designed to be financed by the net proceeds of the Offering, should mean employees will be hired as of the end of 2021 for the first units that should open outside France by 2025/2026. This proactive strategy should enable the Company to collect royalties through licensing agreements of around €10 million by 2026, corresponding to 4 international production units; this additional revenue is over and above the €120 million target confirmed at the time its publication of half-yearly results for 2021, i.e. a revenue of around €130 million by 2026.

• Profitability

Hirings that will need to be carried out from late 2021 to enable these developments in France and internationally will impact the Company's expenses and should result in a 2-year delay in the profitability objectives communicated by the Company. As a result, the Company now expects:

• to have a positive EBITDA beginning in 2024 (instead of 2022 as announced in the 2021 half-year financial report), and
• a positive EBIT beginning in 2025 (instead of 2023 as announced in the 2021 half-year financial report).

The Company is still aiming for a 40% EBITDA margin by 2026.

In addition, by 2030, the Company aims to have 15 to 20 additional production units built by future international partners, which could generate licensing fees of around €30 million per year.

Terms of the transaction

The capital increase without shareholders' preferential subscription rights by way of a public offering and with a priority subscription period, on an irreducible basis only (à titre irréductible), to its existing shareholders ("Capital Increase with Priority Period"), concerns a maximum of 1,000,000 new shares of the Company ("New Shares"). The New Shares will be issued on the basis of the 11th resolution approved by the combined general meeting of shareholders of the Company held on 4 June 2021.

The New Shares not subscribed for within the priority period will be the subject of a global offering, comprising (i) a public offering in France at an open price, primarily intended for natural persons ("Public Offering"); and (ii) a global placement intended for institutional investors ("Global Placement") in France and in certain countries (with the notable exception of the United States, Canada, Australia and Japan).

The price of the New Shares offered as part of the priority period and the Public Offering will be equal to the price of the New Shares offered under the Global Placement ("Offering Price").

The Offering Price may not exceed €25, this amount having been determined by the Management Board of the Company at its meeting held on 19 November 2021 ("Maximum Price"), it being specified that the Offering Price may be freely set below the Maximum Price. Pursuant to the 11th resolution of the combined general meeting of shareholders of the Company held on 4 June 2021, the Offering Price will be at least equal to the volume-weighted average price of the shares of the last 3 trading sessions prior to the start of the public offering within the meaning of Regulation (EU) No. 2017/1129, possibly reduced by a maximum discount of 20%, i.e. €21.43 (taking as reference the trading sessions of 17, 18 and 19 November 2021).

Based on the Maximum Price, the maximum total amount of the issuance, including the issuance premium, will be €25 million ("Maximum Amount").

The final number of New Shares to be issued and the Offering Price will be determined at the closing of the Global Placement, scheduled for 30 November 2021.

Subscription orders received as part of the priority period, the Public Offering and the Global Placement must expressly mention the number of New Shares desired.

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Terms for subscribing to the transaction

Priority period

The Capital Increase with Priority Period will be carried out without shareholders' preferential subscription rights and with a priority period of five consecutive trading days, from 23 November 2021 to 29 November 2021 (inclusive) at 5.00 pm (Paris time), granted to the shareholders whose shares are registered in their account on 22 November 2021. This priority period is non-transferable and non-negotiable.

These shareholders will benefit from this priority period only on an irreducible basis, during which they will have, in proportion to the number of shares they hold as of 22 November 2021, an irreducible priority right to subscribe for New Shares to be issued under the Offering up to the proportion of their share in the Company's share capital. There is no provision for subscription on a revocable basis within the priority period.

In practice, each shareholder will be able to place a priority subscription order for a number of New Shares corresponding to (i) the number of maximum New Shares offered under the Offering (i.e. 1,000,000) multiplied by (ii) their proportion of the share capital of the Company as at 22 November 2021 (corresponding to (a) the number of shares of the Company held by them (and blocked by them) as at 22 November 2021, divided by (b) 13,602,387 (the number of existing shares comprising the share capital of the Company, the "Existing Shares")). The number of New Shares allocated will be rounded down to the nearest whole number.

By way of derogation, any shareholder who would be entitled to subscribe for less than one New Share under this rule shall be entitled to subscribe for one New Share. Shareholders wishing to subscribe for a number of New Shares equal to or less than the number of New Shares to which they are entitled under the priority period may not end below this number (subject to the rounding rule for the number of New Shares allotted) and will have the certainty of being served in full, whether the capital increase is realised at 100% or whether it is realised for an amount between 100% and 75% (inclusive) of the Maximum Amount. Shareholders wishing to subscribe for more shares than they are entitled to under the priority period must do so by placing an order in the Public Offering or the Global Placement, which will then be processed without taking priority over orders placed by any investor wishing to subscribe in the Public Offering or the Global Placement.

By way of illustration, a shareholder holding 1,361 shares, i.e. 0.01% of the share capital, will be able to subscribe for a maximum number of New Shares equal to 0.01% of the number of New Shares initially envisaged, that is, up to 100 New Shares and will have the certainty of being served in full, whether the capital increase is realised at 100% or at 75% of the Maximum Amount. The fraction of the order exceeding this number of New Shares will constitute an additional order, which will be allocated at the sole discretion of the Company, without benefiting from any priority.

Global Placement and Public Offering

Any new shares not subscribed for within the priority period will be the subject of a global offering, comprising:

• the Public Offering at an open price in France, mainly intended for natural persons, open from 23 November 2021 to 29 November 2021 (inclusive) at 5.00 pm (Paris time) for subscriptions at the counter and at 8.00 pm (Paris time) for online subscriptions (if this option is made available by their financial intermediary), and
• the Global Placement for institutional investors, from 23 November 2021 to 30 November 2021 (inclusive) at 12.00 pm (Paris time), comprising:
  o a placement in France; and
  o a private international placement in certain countries (with the notable exceptions of the United States, Canada, Australia and Japan).

Orders placed in the Public Offering and the Global Placement may be reduced depending on the level of demand and the number of New Shares subscribed for by shareholders within the priority period. The

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shares issued in the Public Offering and the Global Placement will therefore be allocated at the sole discretion of the Company according to demand.

Subscription commitments of the main shareholders

Two shareholders of the Company have irrevocably committed themselves to subscribe to the Offering:

• Lombard Odier Asset Management (Europe) Limited has irrevocably undertaken to subscribe on an irreducible basis up to 60,000 New Shares (i.e. 6% of the initial number of New Shares), for a total maximum amount of €1,458,000 (i.e. 5.83% of the Maximum Amount), provided that the Offering Price does not exceed €24.30;
• Swedbank Robur Fonder AB has irrevocably undertaken to subscribe on an irreducible basis up to 30,000 New Shares (i.e. 3% of the initial number of New Shares), for a total maximum amount of €795,000 (i.e. 3.18% of the Maximum Amount), provided that the Offering Price does not exceed €26.50.

The Company is not aware of any intention of other shareholders or members of its administrative or management bodies to participate in the Offering.

Lock-up undertakings

The Company has entered into a lock-up commitment for a period of 180 days from the settlement-delivery date of the New Shares, subject to the usual exceptions.

Mr Julien Blanchard (Chairman of the Management Board), directly and indirectly through Gillaizeau Terre Cuite, and Mr David Hoffmann (member of the Management Board), directly and indirectly through Hoffmann Capital Holding, have undertaken to hold their shares in Hoffmann Green Cement Technologies until the expiry of a period of 6 months from the date of settlement-delivery of the New Shares, it being specified that these shareholders together hold 54.1% of the Company's share capital prior to the Offering. This lock-up commitment is intended to replace, for the 6-month period that it covers, the existing lock-up commitment given in the context of the listing of the Company's shares on Euronext Growth in Paris (relating to 90% of the Company's shares that they hold and/or may come to hold through the exercise of any securities giving access to the capital, between the 13th month and the 36th month (inclusive) following the date of settlement-delivery of the Company's shares in the context of its initial public offering, i.e. 18 October 2019), it being specified, if necessary, that the existing lock-up commitment will remain in force at the end of this 6-month period, until its initial term of expiry (i.e. 18 October 2022). Three other shareholders, members of the Supervisory Board of the Company, namely SAS Cougnaud, Mrs Isabelle Mommessin and Hestia, have undertaken to hold their shares in Hoffmann Green Cement Technologies until the expiry of a period of 6 months from the date of settlement-delivery of the New Shares, it being specified that these three shareholders together hold 10.3% of the share capital of the Company prior to the Offering. These lock-up commitments have been entered into subject to the usual exceptions.

Financial intermediaries

Portzamparc (BNP Paribas Group) acts as global coordinator, lead manager and joint bookrunner, as well as Financial Advisor. ODDO BHF SCA acts as global coordinator, lead manager and joint bookrunner in connection with the Offering (Portzamparc and ODDO BHF SCA, together referred to as the "Banks").

Guarantee

The placement of the New Shares is being carried out by the Banks pursuant to a placement agreement entered into with the Company. The Offering is not subject to a placement guarantee from the Banks and the placement agreement does not constitute a performance guarantee (garantie de bonne fin) within the meaning of Article L. 225-145 of the French Commercial Code, nor does it constitute an underwriting commitment (prise ferme).

Furthermore, should the placement agreement be terminated pursuant to its terms, such information shall be the subject of a press release to be issued by the Company and a notice to be issued by Euronext.

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