1. TEXTS OF THE RESOLUTIONS SUBMITTED FOR APPROVAL TO THE GENERAL MEETING OF SEPTEMBER 12, 2023

Agenda

Falling within the remit of the (Ordinary) Annual General Meeting

  • Approval of company financial statements for the financial year ended March 31, 2023 (Resolution 1)
  • Approval of consolidated financial statements for the financial year ended March 31, 2023 (Resolution 2)
  • Allocation of profit for the financial year ending March 31, 2023 (Resolution 3)
  • Company's shareholders' equity at less than half the authorized capital (Resolution 4)
  • Approval of the statutory auditors' special report on regulated agreements (Resolution 5)
  • Renewal of the term of office of a Supervisory Board member (Anh Nguyen) (Resolution 6)
  • Renewal of the term of office of a Supervisory Board member (Philippe Guy) (Resolution 7)
  • Renewal of the term of office of a Supervisory Board member (Virginie Lleu) (Resolution 8)
  • Renewal of the term of office of a Supervisory Board member (Tone Kvale) (Resolution 9)
  • Approval of the remuneration components described in Article L.22-10-9 I of the French Commercial Code, pursuant to Article L.22-10-34 I of the French Commercial Code (Resolution 10)
  • Approval of the remuneration components either paid to the CEO during, or awarded to him in respect of, financial year ended March 31, 2023 (Resolution 11)
  • Approval of the remuneration components either paid to Executive Board members during, or awarded to them in respect of, financial year ended March 31, 2023 (Resolution 12)
  • Approval of the remuneration components either paid to the President of the Supervisory Board during, or awarded to him in respect of, financial year ended March 31, 2023 (Resolution 13)
  • Approval of the remuneration policy applicable to the CEO (Resolution 14)
  • Approval of the remuneration policy applicable to Executive Board members (Resolution 15)
  • Approval of the remuneration policy applicable to the President of the Supervisory Board (Resolution 16)
  • Approval of the remuneration policy applicable to Supervisory Board members (Resolution 17)
  • To give the Executive Board the authority for the Company to buy back its own shares (Resolution 18)

Falling within the remit of the Extraordinary General Meeting

  • To give the Executive Board the authority to reduce the authorized capital by cancelling treasury shares (Resolution 19)
  • To delegate authority to the Executive Board to increase the Company's capital by issuing shares, equity-linked securities or securities giving entitlement to an allocation of debt securities, and/or dilutive securities, with preferential subscription rights maintained (Resolution 20)
  • To delegate authority to the Executive Board to increase the Company's capital by issuing shares, equity-linked securities or securities giving entitlement to an allocation of debt securities, and/or dilutive securities, with removal of preferential subscription rights by means of a public offering, and the option to confer priority rights (Resolution 21)
  • To delegate authority to the Executive Board to increase the Company's capital by issuing shares, equity-linked securities or securities giving entitlement to an allocation of debt securities, and/or dilutive securities, with removal of preferential subscription rights to the benefit of one particular category of persons (Resolution 22)
  • To delegate authority to the Executive Board to increase the Company's capital, at a maximum percentage of 20% of the authorized capital per annum, by issuing shares, equity-linked securities or securities giving entitlement to an allocation of debt securities, and/or dilutive securities, with removal of preferential subscription rights by means of an offering to qualified investors or to a restricted circle of investors within the meaning of Article L.411-2 of the French Monetary and Financial Code (Resolution 23)
  • To delegate authority to the Executive Board, in accordance with Articles L.22-10-52 subsection 2 and R.22-10-32 of the French Commercial Code, to set the issue price of shares, equity-linked securities or securities giving entitlement to an allocation of debt securities, and/or dilutive securities, with removal of preferential subscription rights, in respect of the delegations of authority forming the subject of Resolutions 21 and 23 (Resolution 24)
  • To delegate authority to the Executive Board to increase the number of shares to be issued in the event of a capital increase with or without preferential subscription rights (Resolution 25)
  • To delegate authority to the Executive Board to increase the capital through incorporation of premiums, reserves, profits or other (Resolution 26)
  • To delegate authority to the Executive Board to issue shares and negotiable securities entailing a capital increase as remuneration for contributions in kind (Resolution 27)
  • To delegate authority to the Executive Board to issue shares and negotiable securities entailing a capital increase in the event of a share swap offer initiated by the Company (Resolution 28)
  • To set the overall cap on the amount of issues conducted by virtue of the delegations of authority granted (Resolution 29)
  • To give the Executive Board the authority to grant share subscription or purchase options (the "Options") with removal of shareholders' preferential subscription rights to the benefit of one particular category of persons (Resolution 30)
  • To give the Executive Board the authority to issue and grant ordinary share subscription warrants (the "Warrants") with removal of preferential subscription rights to the benefit of one particular category of persons (Resolution 31)
  • To give the Executive Board the authority to grant free existing or future shares ("Free Shares") with removal of shareholders' preferential subscription rights to the benefit of one particular category of persons (Resolution 32)
  • To set the overall cap on the amount of issues conducted by virtue of the authorities to grant Options and Free Shares and the delegation of authority to issue Warrants (Resolution 33)
  • To delegate authority to the Executive Board to increase the Company's capital by issuing shares or dilutive securities, reserved for members of a company savings plan, with removal of preferential subscription rights to the benefit of such members (Resolution 34)
  • Amendment to the terms and conditions of the share warrants issued by the CEO and the Executive Board on December 21, 2022, January 11, 2023 and July 19, 2023 in favor of the European Investment Bank (the "EIB"), namely an extension to the exercise period (Resolution 35)
  • To examine the Company's situation and, pursuant to Article L.225-248 of the French Commercial Code, decide whether the Company is to be wound up and a liquidator appointed (Resolution 36)
  • Authority for formalities (Resolution 37).

Text of draft resolutions

Resolutions proposed to the (Ordinary) Annual General Meeting

RESOLUTION 1

(Approval of company financial statements for the financial year ended March 31, 2023)

The General Meeting,

Acting under the quorum and majority voting conditions applying to ordinary general meetings,

Having taken cognizance of the reports from (i) the Executive Board and (ii) the statutory auditors and the remarks of the Supervisory Board,

Approves the company financial statements, namely the balance sheet, profit and loss account, and the notes, for the year ended March 31, 2023, as presented to the Meeting, showing a loss of €23,668,014.81, together with the transactions reflected in these accounts and summarized in these reports,

Duly notes that no expenditure covered by Article 39-4 of the French General Tax Code was recorded in the financial statements for the financial year.

RESOLUTION 2

(Approval of consolidated financial statements for the financial year ended March 31, 2023)

The General Meeting,

Acting under the quorum and majority voting conditions applying to ordinary general meetings,

Having taken cognizance of the reports from (i) the Executive Board and (ii) the statutory auditors and the remarks of the Supervisory Board,

Approves the consolidated financial statements, namely the balance sheet, profit and loss account, and the notes, for the year ended March 31, 2023, as presented to the Meeting, showing a net loss of €32,009,067, together with the transactions reflected in these consolidated accounts and summarized in these reports.

RESOLUTION 3

(Profit allocation for the financial year ended March 31, 2023 and allocation of losses shown under the negative "Retained earnings"

item to the "Issue premium" account)

The General Meeting,

Acting under the quorum and majority voting conditions applying to ordinary general meetings,

Having taken cognizance of the reports from (i) the Executive Board and (ii) the statutory auditors and the remarks of the Supervisory Board,

Approves the Executive Board's proposal and after noting that the financial statements show a loss of (€23,668,014.81)

Decides to allocate it as follows:

Loss for the financial year

(€23,668,014.81)

In its entirety to the "Retained earnings" account, bringing it from (€22,281,925.15) to (€45 949 939,96),

Observes that no dividend distribution has been made in respect of the previous three financial years.

RESOLUTION 4

(Company's shareholders' equity at less than half the authorized capital)

The General Meeting,

Acting under the quorum and majority voting conditions applying to ordinary general meetings,

Having taken cognizance of the reports from (i) the Executive Board and (ii) the statutory auditors and the remarks of the Supervisory Board,

Observes that, the Company's shareholders' equity is less than half the authorized capital, and that it is advisable, in accordance with the provisions of Article L.225-248 of the French Commercial Code, that an extraordinary general meeting of shareholders be convened within four months of this meeting with a view to deciding whether the Company should be dissolved.

RESOLUTION 5

(Approval of the statutory auditors' special report on regulated agreements)

The General Meeting,

Acting under the quorum and majority voting conditions applying to ordinary general meetings,

Having taken cognizance of the statutory auditors' report on regulated agreements as described in Articles L.225-86 et seq. of the French Commercial Code and acting on this report,

Approves the terms of this report together with agreements approved in previous financial years the fulfilment of which continued into the last financial year, and duly noted the new agreements arising in the past financial year ended March 31, 2023.

RESOLUTION 6

(Renewal of the term of office of a Supervisory Board member (Anh Nguyen))

The General Meeting,

Acting under the quorum and majority voting conditions applying to ordinary general meetings,

Noting that term of office of Supervisory Board member Anh Nguyen expires at the end of this general meeting,

Decides to renew said term of office for four years, i.e. until the end of the annual general meeting convened to approve the financial statements for the financial year ended March 31, 2027.

RESOLUTION 7

(Renewal of the term of office of a Supervisory Board member (Philippe Guy))

The General Meeting,

Acting under the quorum and majority voting conditions applying to ordinary general meetings,

Noting that term of office of Supervisory Board member Philippe Guy expires at the end of this general meeting,

Decides to renew said term of office for four years, i.e. until the end of the annual general meeting convened to approve the financial statements for the financial year ended March 31, 2027.

RESOLUTION 8

(Renewal of the term of office of a Supervisory Board member (Virginie Lleu))

The General Meeting,

Acting under the quorum and majority voting conditions applying to ordinary general meetings,

Noting that term of office of Supervisory Board member Virginie Lleu expires at the end of this general meeting,

Decides to renew said term of office for four years, i.e. until the end of the annual general meeting convened to approve the financial statements for the financial year ended March 31, 2027.

RESOLUTION 9

(Renewal of the term of office of a Supervisory Board member (Tone Kvale))

The General Meeting,

Acting under the quorum and majority voting conditions applying to ordinary general meetings,

Noting that term of office of Supervisory Board member Tone Kvale expires at the end of this general meeting,

Decides to renew said term of office for four years, i.e. until the end of the annual general meeting convened to approve the financial statements for the financial year ended March 31, 2027.

RESOLUTION 10

(Approval of the remuneration components described in Article L.22-10-9 I of the French Commercial Code, pursuant to Article L.22-10-34

I of the French Commercial Code)

The General Meeting,

Acting under the quorum and majority voting conditions applying to ordinary general meetings,

Having taken cognizance of the corporate governance report stipulated in Articles L.225-68 and L.22-10-20 of the French Commercial Code as incorporated within the Company's 2023 universal registration document,

Approves, pursuant to Article L.22-10-34 I of the French Commercial Code, the information described in Article L.22-10-9 I of the French Commercial Code, as presented in chapter 5 section 2 of said universal registration document.

RESOLUTION 11

(Approval of the remuneration components either paid to the CEO during, or awarded to him in respect of, financial year ended March 31,

2023)

The General Meeting,

Acting under the quorum and majority voting conditions applying to ordinary general meetings,

Having taken cognizance of the corporate governance report stipulated in Articles L.225-68 and L.22-10-20 of the French Commercial Code as incorporated within the Company's 2023 universal registration document,

Approves, pursuant to Article L.22-10-34 II of the French Commercial Code, the fixed, variable and non-recurring components of the total remuneration and benefits of all kinds paid to the CEO during the financial year ended March 31, 2023 or awarded to him in respect of the financial year ended March 31, 2023, as presented in chapter 5 section 2.2 of said universal registration document.

RESOLUTION 12

(Approval of the remuneration components either paid to Executive Board members during, or awarded to them in respect of, financial year

ended March 31, 2023)

The General Meeting,

Acting under the quorum and majority voting conditions applying to ordinary general meetings,

Having taken cognizance of the corporate governance report stipulated in Articles L.225-68 and L.22-10-20 of the French Commercial Code as incorporated within the Company's 2023 universal registration document,

Approves, pursuant to Article L.22-10-34 II of the French Commercial Code, the fixed, variable and non-recurring components of the total remuneration and benefits of all kinds paid to the Executive Board members during the financial year ended March 31, 2023 or awarded to them in respect of the financial year ended March 31, 2023, as presented in chapter 5 section 2.2 of said universal registration document.

RESOLUTION 13

(Approval of the remuneration components either paid to the President of the Supervisory Board during, or awarded to him in respect of,

financial year ended March 31, 2023)

The General Meeting,

Acting under the quorum and majority voting conditions applying to ordinary general meetings,

Having taken cognizance of the corporate governance report stipulated in Articles L.225-68 and L.22-10-20 of the French Commercial Code as incorporated within the Company's 2023 universal registration document,

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