Find here the main answers to common questions you may have about your Europlasma shares.

BEING AN EUROPLASMA SHAREHOLDER

How to buy and hold Europlasma shares? The purchase of Europlasma shares can be done directly through an ordinary securities account or a French regulated equity saving plan named “plan d’épargne en actions” (“PEA” only for French tax residents), via your usual bank which will explain to you how to place a stock market order. You can also contact Caceis Corporate Trust - Immeuble FLORES - 12 place des Etats-Unis CS 40083 - 92549 Montrouge Cedex, our account holder, to open an account and buy Europlasma shares in "pure" registered form, and thus benefit from the advantages of this type of holding.
You can choose between several ways of holding your Europlasma shares: Bearer: your shares are said to be "bearer" when they are held and managed by the financial intermediary of your choice. With this type of holding, you are not known to Europlasma, which therefore cannot send you complete and accurate information directly, nor can it call you personally to the general meetings. You should therefore regularly consult the information published on our website and in our press releases. Registered: By becoming a registered shareholder, you are no longer an anonymous investor in Europlasma. You are better informed and can participate more easily in general meetings. There are two ways to hold your registered shares: ·         “pure” registered shares, where your shares are registered in a securities account which Europlasma has entrusted to Caceis Corporate Trust - Immeuble FLORES - 12 place des Etats-Unis CS 40083 - 92549 Montrouge Cedex, which is your sole contact. This form of holding allows you to benefit from free custody fees and current management fees. ·         administered" registered shares, where the account is opened with the financial intermediary of your choice, who is responsible for their safekeeping and management. In this case, the management of your shares is similar to that of "bearer" shares. However, to transfer your shares to an administered registered account, you must expressly request this from your financial intermediary. Subsequently, your intermediary must notify Caceis Corporate Trust - Immeuble FLORES - 12 place des Etats-Unis CS 40083 - 92549 Montrouge Cedex, of the transfer of your shares to intermediary registered shares. Your financial intermediary will then deduct custody fees and routine management fees directly from your shares. This type of shareholding allows Europlasma to identify you and to establish a direct and personalised contact with you, as is the case with "pure" registered shares. The above rules apply to all shareholders, whether French or foreign.
Transferring Europlasma shares to registered form: If you already own Europlasma shares and wish to convert them to "administered" registered form or to transfer them to "pure" registered form, you must apply to your financial intermediary, who will carry out this operation. The time required to register your shares mainly depends on how quickly your financial intermediary executes the order you give him. The registration of your shares in a "pure" registered account will only be definitive once your shares have been transferred. Europlasma will then send you a notice of registration of your shares in a "pure" registered account.   Buy "pure" registered shares directly: You can contact Caceis Corporate Trust - Immeuble FLORES - 12 place des Etats-Unis CS 40083 - 92549 Montrouge Cedex, our account keeper, to open an account and acquire Europlasma shares in "pure" registered form, and thus benefit from the advantages of this type of holding.
Pure registered Pure registered Porteur
Free custody and management fees Yes No No
Personalized receipt of notices of general meetings and preparatory documents Yes Yes No
Terms of admission to general meetings Identity document Identity document Identity document + certificate of account registration
Registration of securities in a PEA No Yes Yes
Double voting rights (Article 12 of the Statutes) Yes Yes No
Regardless of the type of ownership, you retain management autonomy and can sell at any time.

LISTING OF EUROPLASMA SHARES

Europlasma shares are listed on Euronext Growth Paris under the ISIN code FR00135141149. Its mnemonic code is ALEUP.
Europlasma is included in the EnterNext PEA-PME 150 index, which provides investors with a benchmark of 150 listed companies from all sectors, listed and including 80% of the most liquid stocks eligible for the PEA-PME scheme.

BACKGROUND DOCUMENTS

All documents published by Europlasma can be found in the section «Regulated information » of our website www.europlasma.com.

GENERAL MEETINGS

Europlasma informs its shareholders of the date of each general meeting at least 35 days before it is held by publishing a notice of meeting in the Bulletin des annonces légales obligatoires (BALO). This notice includes notably the resolutions that will be submitted to the shareholders' vote and the terms and conditions to participate in the meeting. At least 15 days before each meeting, a notice of meeting is published in a media authorised to receive legal notices in the department of the registered office and, in addition, in the “Bulletin des annonces légales obligatoires”. It shall also be sent to the holders of registered shares by post or electronic mail if the shareholder(s) concerned agree(s). Each shareholder may also obtain the documentation relating to each general meeting through a written request addressed to the Company at 11 avenue de Canteranne, Cité de la photonique, Bât. Gienah, 33600 Pessac or by electronic telecommunication to contactbourse@europlasma.com.
Any shareholder may take part in the general meeting, regardless of the number of shares held. Shareholders wishing to participate in the general meeting, to be represented at the meeting or to vote remotely, must provide proof of ownership of their shares at midnight, Paris time, on the second business day preceding the general meeting, by registration of the shares in the name of the shareholder or of the intermediary registered on the shareholder's behalf, either in the registered share accounts held by the company (or its agent) or in the bearer share accounts held by the accredited intermediary. A shareholder wishing to attend the general meeting in person must prove his or her capacity and identity during the registration formalities:
  • for shareholders whose shares are registered: present themselves on the day of the meeting, directly at the reception desk specially set up for this purpose, with their identity card or request an admission card from Caceis Corporate Trust - Services Assemblées Générales - Immeuble FLORES - 12 place des Etats-Unis CS 40083 - 92549 Montrouge Cedex;
  • for shareholders whose shares are registered in bearer form: ask the authorised intermediary who manages their securities account to send them an admission card by postal mail, at least two working days before the general meeting at midnight, Paris time. The authorised intermediary shall provide proof of shareholder status directly to Caceis Corporate Trust - Services Assemblées Générales - Immeuble FLORES - 12 place des Etats-Unis CS 40083 - 92549 Montrouge Cedex by producing a certificate of participation. Bearer shareholders who have not received their admission card by the second business day preceding the general meeting must ask their authorised intermediary to issue them with a certificate of participation, which will enable them to prove their status as shareholders at the general meeting reception desk.
Shareholders who do not attend the general meeting in person and who wish to vote by mail or be represented by giving a proxy to the chairman of the general meeting or to any other individual or legal entity of their choice under the conditions provided for in Articles L. 22-10-39 and L. 22-10-40 of the French Commercial Code, may :
  • for shareholders whose shares are registered : return the single postal voting form or proxy form, which will be sent to them with the notice of meeting, to the following address Caceis Corporate Trust - Services Assemblées Générales - Immeuble FLORES - 12 place des Etats-Unis CS 40083 - 92549 Montrouge Cedex ;
  • for shareholders whose shares are registered in bearer form : request the single postal voting form or proxy form from the intermediary who manages their shares, as from the date of the notice of the general meeting and no later than six days before the date of the general meeting. This single form must be accompanied by a certificate of participation issued by the financial intermediary and sent to Caceis Corporate Trust - Services Assemblées Générales - Immeuble FLORES - 12 place des Etats-Unis CS 40083 - 92549 Montrouge Cedex.
  In the current health context and in view of the administrative measures to restrict travel and collective gatherings that may be taken to deal with the Covid-19 epidemic, the Company may be required to modify, subject to the legal and regulatory provisions in force, the place, form and procedures for holding, participating in and voting at general meetings. In such a case, the definitive terms and conditions of the general meeting will be specified on the Company's website www.europlasma.com, in the shareholders' area, under the heading "Assemblées générales". Europlasma invites its shareholders wishing to participate in the general meeting to vote by mail or to be represented by proxy. To do so, please use the dedicated form available on the Company's website in the shareholders' area, under "General Meetings".
Any shareholder may ask questions in writing, which the Board of Directors is required to answer during the general meeting. These written questions must be sent either to the registered office of the Company by registered letter with return receipt requested to the attention of the Chairman of the Board of Directors, or by electronic telecommunication to the following address contactbourse@europlasma.com at the latest on the fourth business day preceding the date of the general meeting. They must be accompanied by a certificate of account registration. These questions may be answered together if they have the same content. The answer to a written question will be deemed to have been given as soon as it appears on the Company's website (www.europlasma.com) in a section dedicated to questions and answers.
There are two types of meetings in which any shareholder can take part, regardless of the number of shares held:
  • Ordinary General Meeting (OGM)
The ordinary general meeting is annual and must be held within 6 months of the end of the financial year. Its main purpose is the approval of the company and consolidated accounts for the last financial year as well as the allocation of the result. Resolutions are submitted to the vote of the shareholders at these meetings. The OGM can only validly deliberate if the quorum is reached. That is, if the shareholders present or represented own at least one fifth of the shares entitled to vote. If this is not the case, a second OGM must be convened, for which no quorum is required. The OGM decides by a majority of votes.
  • Extraordinary General Meeting (EGM)
The shareholders are called upon to vote on specific resolutions relating to the amendment of the company's articles of association and authorisations to issue financial instruments (shares, bonds, etc.). The quorums required are one quarter of the voting rights on the first call and one fifth on the second call. The EGM decides by a two-thirds majority of the votes of the shareholders present or represented.
The report of each general meeting is available on the Company's website www.europlasma.com in the shareholders' area, under "Assemblées Générales".

SECURITIES GIVING ACCESS TO THE SHARE CAPITAL OF EUROPLASMA

Europlasma has mainly financed itself on the market through the issuance of securities giving immediate or future access to its share capital, including a bond issuance programme in the form of OCABSA warrants in 2019 (€30 million) and OCA in 2020 (€6.5 million), all of which have been converted. On 16 April 2021, Europlasma entered into a new bond financing programme with Global Corporate Finance Opportunities 11 in the form of OCABSA warrants for a maximum nominal amount of €100m, the related conversion tracker can be consulted here. Depending on the level of growth of its business, it cannot be excluded that, in the future, Europlasma will proceed with new issuances with a possible dilutive impact for its shareholders.
Information are available here in the section « Information on capital ».
The characteristics of the program are available here. Europlasma draws the attention of the public to the fact that the conversion or exercise of the securities issued under this programme may take place at any time at the request of the holder and that the resulting shares will be freely transferable on the Euronext Growth Paris market, in accordance with the applicable legal and regulatory provisions. This means that the financing is ultimately provided by the market, leading to shareholder dilution and even pressure that could cause the share price to fall. However, Europlasma believes that the investments financed by this bond programme will promote the increased use of plasma technologies in the final treatment of pollutants, the success of Europlasma and, ultimately, an increase in the share price.
The number of shares to be issued upon conversion of the OCAs is determined contractually according to the following parity formula: N = Vn / P With : « N »: number of new ordinary shares of the Company to be issued upon conversion of an OCA; « Vn »: nominal value of an OCA, i.e. ten thousand  (10.000) euros ; « P »: will correspond to the conversion price, i.e. 95% of the lowest daily volume weighted average price (as published by Bloomberg) of the ordinary share over the fifteen (15) trading days immediately preceding the date of conversion of the OCA(s) (with truncation to the third decimal place). In any event, "P" may not be lower than (i) the nominal value of the share on the date of conversion of the relevant OCA(s) and (ii) 75% of the volume-weighted average of the prices of the last five trading days on Euronext Growth Paris, in accordance with the resolution adopted by the extraordinary general meeting of the Company on 24 February 2021.
Under the bond financing programme in the form of OCABSA warrants, a compensation mechanism is provided for in the event of conversion by the holder at a price lower than the nominal value of the Europlasma share. In the event that P, as defined above, is lower than the nominal value of a Europlasma share, Europlasma has undertaken to pay Global Corporate Finance Opportunities 11 the amount of the claim on Europlasma resulting from the conversion of the OCAs of the said tranche at the nominal value of the Europlasma share, even though their theoretical conversion price, calculated on the basis of the stock market price, is lower than the nominal value of the share. The payment of this claim will be made, at Europlasma's discretion, in cash and/or in new shares, within 5 trading days following the date of the notification of conversion of the relevant OCA. In case of a decision to settle the debt in new shares, Global Corporate Finance Opportunities 11 will receive exactly the number of shares equal to the ratio between the total nominal value of the converted OCAs and the theoretical conversion price "P" of these OCAs. Thus, for example, on 11 October 2021, a conversion notice was sent by Global Corporate Finance Opportunities 11 to Europlasma for the conversion of 25 OCAs with a total nominal value of EUR 250,000 at a conversion price of EUR 0.294 in application of the above parity formula, i.e. a price lower than the nominal value of the Europlasma shares of EUR 2, thus giving rise to a claim "M" for a total amount of EUR 1,450,680 calculated according to the following formula: M = (A/B A/C)*D*(C/E) With: « A »: total nominal value of the converted OCAs (here 250,000 euros) « B »: theoretical conversion price (here 0.294 euro) « C »: nominal value of an Europlasma share (here 2 euros) « D »: Europlasma share price at last closing (here 0.311 euro) « E »: lowest closing price during the period from the conversion date to the actual transfer date (here 0.311 euro) After having issued 125,000 shares at their nominal value, i.e. 250,000 euros, then having noted that the amount of the debt held by Global Corporate Finance Opportunities 11 on Europlasma amounted to a total of 1,450,680 euros and having decided to settle this debt in new shares, it was decided to issue 725,340 new shares with a nominal value of 2 euros, whose subscription price was fully paid up by offsetting it against the aforementioned debt of the same amount. The fund then received a total of 850,340 shares upon conversion, which ultimately corresponds exactly to the number of shares resulting from the ratio between the amount of financing received of 250,000 euros and the theoretical conversion price "B" of 0.294 euros.
The BSAR A and BSAR B issued on 06/11/2014, which expired on 06/11/2017 and 06/11/2019 respectively, as well as the BSAR C issued on 26/10/2017, which expired on 31/12/2021, have lapsed.