The Shareholders' Meeting approves the proposed transfer of the listing of Fermentalg shares on the Euronext Growth Paris market

Libourne – February 6, 2024 – The General Assembly of Fermentalg (FALG), meeting on February 2, 2024, approved in accordance with the provisions of Article L.421-14 of the French Monetary and Financial Code, the proposed listing transfer of its securities on the regulated market Euronext Paris (Subfund C), to Euronext Growth Paris, and conferred all powers to the Board of Directors to implement this listing market transfer. The Board of Directors, which met on 5 February 2024, decided to implement this transfer.

Subject to the agreement of Euronext Paris, the listing of the company on Euronext Growth Paris will be carried out as part of an accelerated procedure for the admission to trading of the company's existing shares, without issuing new shares.

Reasons for the transfer

This project aims to enable the company Fermentalg S.A. to reduce the constraints associated with the regulated market Euronext Paris and the resources committed to meet them. Euronext Growth Paris offers a simplified operation, more adapted to the size, activity, market capitalization and needs of the Company, while allowing it to continue to benefit from the attractiveness of the financial markets.

Consequences of the transfer

In accordance with current regulations, the Company wishes to inform its shareholders of certain possible consequences of such a Transfer (non-exhaustive list):

1. In terms of periodic information:

• The half-yearly report, including the half-yearly (and consolidated) financial statements and an activity report relating to these half-yearly financial statements, will be published within four months of the end of the first half of the Company's financial year, instead of the three-month period applicable to companies whose securities are admitted to trading on a regulated market.
• The statutory auditors' review of the half-year accounts will be maintained, although no longer required.
• Some information required under the management and corporate governance report will be reduced.
• The Company will continue to prepare consolidated financial statements in accordance with IFRS accounting standards.
• The Company will continue with the current publication of its quarterly financial information.

2. For ongoing information:

• Euronext Growth Paris being a multilateral trading system, the Company would remain subject to the provisions applicable to permanent market information, and in particular to the provisions of the Regulation (EU) n°596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (" MAR"). Any company listed on Euronext Growth Paris must ensure the effective and complete dissemination of the so-called regulated information.
• In addition, the officers of the Company and persons closely associated with them would remain subject to the obligation to report transactions in the Company's shares or debt instruments in accordance with section 19 of the MAR Regulation.

3. As regards the protection of minority shareholders:

• Unless otherwise agreed, the protection of minority shareholders is ensured on Euronext Growth Paris by the mandatory public offer mechanism in the event of crossing, directly or indirectly, alone or in concert, the 50% threshold of the capital or voting rights.
• Only crossings, up or down, of thresholds of 50% and 95% of the capital or voting rights are to be reported to the AMF and the Company, subject to crossings of statutory thresholds to be reported to the Company.

However, both the law of public tenders and the reporting requirements for crossing thresholds applicable to companies whose securities are admitted to trading on a regulated market would remain applicable for three years from the admission of the securities of the Company on the multilateral trading system Euronext Growth Paris.

4. With regard to General Meetings:

• The documents relating to the General Meeting provided to shareholders must be published on the Company's website, no longer twenty-one (21) days before the date of the General Meeting but only on the date of convocation.
• The notice of availability of the preparatory documents for the general meeting will no longer be required.
• The publication on the Company's website of the results of the votes and the minutes of the general meeting will no longer be required.
• The Company will no longer be subject to the «say on pay» mechanism providing for the prior vote of shareholders on the executive remuneration policy, the subsequent vote on the remuneration report and the approval of individual executive remuneration. 
• The Corporation will no longer be held accountable for internal control or risk management.
• The Company will no longer be subject to the provisions of Articles L. 823-19 and following of the French Commercial Code as regards audit committees, but may maintain this committee if it so wishes.

Indicative timetable for the transfer to Euronext Growth Paris

In the coming days, an application to delist the shares of Euronext Paris' Fermentalg and their concomitant admission to Euronext Growth Paris will be filed with Euronext Paris. Subject to the agreement of Euronext Paris, admission to Euronext Growth Paris will take place within a minimum period of two (2) months from the General Meeting that approved the Transfer, at the earliest on 2 April 2024, and within the limit of twelve (12) month following the date of the General Meeting. 

The Company will be supported in its transfer project on Euronext Growth Paris by CIC Market Solutions as a listing sponsor.

Next publication: results of the 2023 financial year and
turnover of the 1^st quarter 2024, 3 April 2024 (after the closing of the markets)

About Fermentalg

Expert in the research and the bioindustrial exploitation of microalgae, Fermentalg aims to offer sustainable solutions and innovative products that contribute to the development of healthy, natural and efficient products. Our business: the development, production and marketing of sustainable solutions and active ingredients from microalgae, for nutrition, health and the environment. Nutritional lipids, alternative proteins, natural food colours and innovative environmental solutions are the current and future offer of our society. Fermentalg shares are listed on Euronext Paris (FR0011271600 - FALG), and are eligible for PEA-PME and long-only SRD. It received the Exemplary rating (90/100) by EthiFinance ESG Ratings, a rating agency specialising in the ESG performance of SMEs listed on European markets, in favour of Socially Responsible Investment (SRI).

For more information: www.fermentalg.com