Amoeba : Project to transfer Amoba’s shares to Euronext Growth Paris

PRESS RELEASE

Project to transfer Amoéba’s shares to the Euronext Growth Paris

market

Chassieu (France), March 27, 2020 – AMOEBA (FR0011051598 – AMEBA), producer of a biological biocide capable of eliminating the risk in water and human wounds, and of a biocontrol product for plant protection, still in the testing phase, announces that the Board of Directors, who met today, has decided to put to the vote of the company’s shareholders at a general meeting scheduled for 28 May 2020, the project transfer of the listing of its shares from the Euronext Paris regulated market (compartment C) to the Euronext Growth Paris multilateral trading facility.

This project aims to enable Amoéba to be listed on a more suited market to its size and market capitalization. The transfer to Euronext Growth Paris should also simplify the Company’s operations and reduce the costs related to its listing, while enabling it to continue to benefit from the financial markets appeal.

Amoéba meets the required eligibility conditions to consider such transfer on Euronext Growth Paris, with notably a market capitalization of less than €1 billion and a free float of more than €2.5 million.

Subject to the project approval by the shareholders at an ordinary general meeting and the agreement of Euronext, this listing will be carried out through a procedure for the direct admission to trading of the Company’s existing shares, without the issue of new shares.

Main consequences of the proposed transfer (non-exhaustive list)

In compliance with regulations in force, Amoéba informs its shareholders of the consequences of such a transfer:

In terms of minority shareholders protection:

• the protection of minority shareholders, in the event of a change of control, will be ensured on Euronext Growth Paris by a mandatory public offer mechanism in the event that the threshold of 50% of the capital or voting rights is crossed, directly or indirectly, alone or in concert;
• companies listed on Euronext Growth Paris must only disclose to the market, in terms of changes in shareholding, when thresholds (upwards or downwards) of 50% and 90% of the capital or voting rights are met;
• in accordance with legal provisions, Amoéba will remain subject, for a period of 3 years from the date of its delisting from the Euronext market, to the mandatory public offer regime and to the

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maintenance of the disclosure obligations relating to the threshold upwards or downwards as applicable for companies listed on Euronext.

In terms of periodic financial reporting, there are lighter requirements, including, without claiming to be exhaustive:

• extension to 4 months following the end of thehalf-year period of the deadlines for publication of half-yearly financial statements, including a balance sheet, an income statement and comments on the period;
• lightening of the information required in the corporate governance report and the management report.

The Company will publish, within four months of the closing date, an annual report including its annual (and consolidated) financial statements, a management report and the Statutory Auditors reports. The Company will choose, with a view of transparency for its investors and shareholders, to maintain the IFRS standards application. It will also prepare a report on corporate governance (lighter content). Within four months of the end of the first half of the year, it will publish a half-yearly report including its interim financial statements and a management report relating to these financial statements.

In terms of permanent and regulated information:

Amoéba will continue to provide accurate, precise and truthful information, making public any insider information concerning the Company, in accordance with the European Market Abuse Regulation (MAR) which also applies to companies listed on Euronext Growth Paris.

Regulated information (and in particular insider information) must always be effectively and in fully released. The Company will continue to use a professional wire.

Impact on the share liquidity:

As this is an unregulated market, the transfer to Euronext Growth Paris could result in a change in the liquidity of the share that differs from the liquidity observed since the start of the Company’s listing on the Euronext Paris regulated market. Such a transfer could also lead some investors, preferring securities of issuers listed on a regulated market, to sell their Amoéba’s shares.

Indicative timetable for the proposed transfer to Euronext Growth Paris (subject to the agreement of Euronext)

If the shareholders vote in favor of the transfer, the admission to Euronext Growth will take place within a minimum period of two months after the general meeting. Amoeba will be accompanied in its proposed transfer to Euronext Growth by Portzamparc as listing-sponsor.

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March 27, 2020:

Publication of a press release on the operation project

May 28, 2020:

o Shareholders’ Meeting authorizing the transfer of shares on Euronext Growth Paris; o Board of Directors deciding on the transfer;

o Request to delist the shares from Euronext Paris and request for their admission to Euronext Growth. o Information relating to the final transfer decision (second press release)

July 23, 2020:

Notification by Euronext of its decision to admit the shares to Euronext Growth Paris (release of an admission notice by Euronext)

July 24, 2020:

Publication of a press release by the Company announcing the transfer to Euronext Growth Paris and posting of the information document online

As of July 29, 2020:

Listing of Amoéba’s ordinary shares on Euronext Growth Paris

About AMOEBA:

Amoéba’s ambition is to become a major player in the treatment of bacterial risk in the fields of water, healthcare and plant protection. Our biological solution is an alternative to chemical products widely used today. Amoéba is currently focusing on the market of industrial cooling towers estimated at €1.7Bn (1)on a global chemical biocide market for water treatment, evaluated at €21Bn (2)and on the biocontrol market for plant protection estimated globally at €1.6Bn (4). In the future, the Company is looking at developing new applications such as chronic wound care, estimated at € 751 million (3)in the USA. Sales of associated products with healthcare, biocides and crop protection are subject to the Company being granted local regulatory market authorizations. The Company is currently in a trial phase for biocidal and plant protection applications and does not market any products.

Created in 2010, based in Chassieu (Lyon, France) with a subsidiary in Canada and in the United States, Amoéba is quoted on the compartment C of Euronext Paris. The Company is a member of the BPIfrance Excellence network and is eligible for the PEA-PME SME equity savings plan setup. More information on www.amoeba-biocide.com.

(1): Amoéba data combined from sources: DRIRE 2013, Eurostat, ARHIA 2013

(2): Sources combined by Amoéba from water treaters, Freedonia, Eurostat et MarketsandMarkets

(3): BCC Research, “Markets for Advanced Wound Management Technologies,” Wellesley, MA, 2017

(4): Biopesticides Worldwide Market 2013, CPL, Wallingford, UK

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Disclaimer

This press release contains certain forward-looking statements concerning AMOEBA which are based on its own assumptions and hypothesis and on information that are available to us. However, AMOEBA gives no assurance that the estimates contained in such forward-looking statements will be verified, which estimates are subject to numerous risks including the risks set forth in the reference document of AMOEBA filed with the French Financial Markets Authority (Autorité des Marchés Financiers) on April 25, 2019 under number D19-0383 (a copy of which is available on www.amoeba-biocide.com). The forward-looking statements contained in this press release are also subject to risks not yet known to AMOEBA or not currently considered material by AMOEBA. The occurrence of all or part of such risks could cause actual results, financial conditions, performance or achievements of AMOEBA to be materially different from such forward-looking statements.

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Disclaimer

Amoéba SA published this content on 27 March 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 March 2020 17:17:04 UTC