Carbios : Combined General Meeting of June 19, 2025 – Answers to written questions put to the Board of Directors from Carbios
ALCRB.PA
Published on 06/19/2025 at 13:10
June 19, 2025 - To be admissible, written questions must be addressed to the Chairman of the Board of Directors and sent to the Company's registered office, by registered letter with acknowledgement of receipt, or by electronic telecommunication, no later than the end of the fourth business day prior to the date of the meeting (i.e. June 13, 2025 for the Annual General Meeting of June 19, 2025). In addition, they must be accompanied by a certificate of account registration.
The Company received eight written questions from two shareholders. These questions were received by the Company in the form and within the time required by regulations.
The text of these questions is reproduced in full and in its original form below.
Questions n° 1 to 5 received from a shareholder, legal entity (176,565 shares), on Wednesday June 11, 2025
Question no. 1: What is the fixed and variable remuneration of the Chairman, Isabelle Parize, and the Chief Executive Officer, Vincent Kamel? Have these remunerations been assessed and set in accordance with current legislation and the rules of good governance applicable to Carbios, and taking into account the context of cost-cutting and the redundancy plan?
Answer to question 1:
In accordance with the recommendations of the Company's Remuneration and Appointments Committee and the Code of Corporate Governance for Small and Midcaps, as published in September 2021 by Middlenext and to which Carbios refers, the Board of Directors at its meeting on April 10, 2025, took the following decisions concerning the remuneration of Ms. Isabelle Parize in respect of her duties as Chairman of the Board of Directors and Mr. Vincent Kamel in respect of his duties as Chief Executive Officer, in compliance with the texts in force.
Remuneration of the Chairman of the Board of Directors
Gross monthly salary:
The Board of Directors has unanimously decided that the Chairman of the Board of Directors will receive a gross monthly remuneration of 8,334 euros with effect from April 1, 2025. This remuneration also takes into account her duties as Chairman of the Strategic & CSR Committee and as a member of the Remuneration and Appointments Committee.
Variable compensation:
No variable compensation is paid to the Chairman of the Board of Directors.
Exceptional compensation:
In addition, at the Annual General Meeting to be held on June 19, 2025, the Board of Directors, on the recommendation of the Remuneration and Appointments Committee, is proposing, on an exceptional basis and for the 2025 financial year only, to grant 30,000 BSCPE warrants (bons de souscription de parts de créateur d'entreprise) to Ms. Isabelle Parize, to support the Company in defining its strategic priorities for the development of its industrial activities in France and internationally. A resolution to this effect (21stresolution) will therefore be put to the vote of shareholders at the Annual General Meeting on June 19, 2025. Accordingly, the said BSPCEs will only be granted to Ms. Isabelle Parize if this resolution is adopted at this Meeting. In the event of allocation, the BSPCEs will be valued in accordance with the applicable accounting standards in the financial statements at December 31, 2025.
Head office: Site Cataroux, 8 rue de la Grolière - 63100 Clermont-Ferrand- Tel: +33 (0)4 73 86 51 https://www.carbios.com
S.A. with capital of 11,791,941.00 euros - SIRET 531 530 228 RCS de Clermont-Ferrand
Compensation of the Chief Executive Officer
Gross monthly salary:
The Board of Directors has unanimously decided that the Chief Executive Officer will receive a gross monthly salary of 67,500 euros with effect from April 1, 2025.
It should be noted that the net amount of this remuneration is lower than the amounts previously received by Kamergy (of which Vincent Kamel is Chairman) for its consulting services, under the contract entered into between Kamergy and the Company. This contract was signed on November 18, 2024 and terminated on March 20, 2025, the date of Vincent Kamel's appointment as Chief Executive Officer.
Variable compensation:
No variable compensation is paid to the Chief Executive Officer.
Exceptional compensation:
In addition, at the Annual General Meeting to be held on June 19, 2025, the Board of Directors, on the recommendation of the Remuneration and Appointments Committee, has decided to propose, on an exceptional basis and for the 2025 financial year only, the grant of 100,000 BSCPE to Mr. Vincent Kamel in order to complete the task of securing the additional financing required for the resumption and completion of construction work on the Longlaville plant, and to compensate, in a balanced manner, for the third-party income he had to forego by accepting his appointment as Chief Executive Officer of the Company. A resolution to this effect (20thresolution) will therefore be put to the vote of shareholders at the Annual General Meeting on June 19, 2025. Accordingly, the said BSPCEs will only be granted to Mr. Vincent Kamel if this resolution is adopted at this Meeting. In the event of allocation, the BSPCEs will be valued in accordance with the applicable accounting standards in the financial statements at December 31, 2025.
Question no. 2: Were the rules of good governance applicable to Carbios respected during the change of general management and chairmanship?
Answer to question 2:
The rules of good governance were respected. Indeed, following the resignation without notice and with immediate effect of the previous Chairman of the Board of Directors, who was also Chief Executive Officer, an extraordinary Board of Directors' meeting was held on the same day, at which it was decided to separate the functions of Chairman of the Board and Chief Executive Officer, and to appoint a new Chairman of the Board of Directors and a new Chief Executive Officer. A press release on the resignation of the previous Chairman and Chief Executive Officer and the new appointments was issued by Carbios the following day before trading.
Question 3: What concrete evidence is there of "progress" on financing the Longlaville plant? Will the 6 to 9 month delay announced in December 2024 be maintained?
Answer to question 3:
In its press release dated March 21, 2025, Carbios indicated that it was "making progress in securing additional financing", and in its press release dated April 11, 2025, that it was in "advanced discussions with public and private partners" concerning additional financing, in particular non-dilutive financing.
In view of the rules applicable to Carbios as a listed company on the Euronext Growth Paris market, Carbios is not in a position to indicate the nature of the concrete elements characterizing this progress. However, Carbios is in a position to confirm that numerous exchanges are taking place with public and private partners on the subject of additional financing, and that these exchanges are indeed indicative of progress towards securing such financing.
Concerning the 6 to 9-month delay in construction of the Longlaville plant announced in the press release dated December 19, 2024, this delay has been maintained to date, and the Company has since confirmed this (see press release dated April 11, 2025 and the inclusion of the duration of the delay in construction of the plant in the Universal Registration Document filed with the Autorité des marchés financiers (AMF) on April 30, 2025). In
accordance with applicable regulations, the Company will immediately inform the market if the duration of the delay in the construction of the plant changes.
Question no. 4: What is the cash flow horizon made possible by the cost-cutting and redundancy plans initiated by the former management team (until the end of 2025? end of 2026?) in the absence of refinancing and the restarting of Longlaville.
Answer to question 4:
The cost-cutting measures and the reorganization and downsizing plan decided under the previous management team and implemented by the current management team provide a cash flow horizon well beyond April 30, 2026, as indicated on page 61 of the Universal Registration Document filed with the AMF on April 30, 2025.
Question 5: What is the current status of negotiations with foreign companies, particularly Asian ones?
Answer to question 5:
As Carbios is listed on the Euronext Growth Paris market, it is not in a position to disclose information about any possible ongoing negotiations.
Questions no. 6 to 8 received from a second shareholder, a legal entity (100 shares), on Wednesday June 11, 2025
Question n° 6: What is the detailed total compensation of the new présidente, Ms. Parize, and of the new Directeur général, Mr. Kamel (directly or via their service companies)? Was this compensation assessed and set in accordance with applicable laws and the rules of good governance applicable to Carbios? As a reminder, the company has announced a drastic headcount reduction plan (PSE) affecting 40% of the workforce and a drastic cost-cutting plan; In this context, the former Directeur général agreed to serve without compensation.
Answer to question 6:
Refer to answer to question no.1
Question n° 7: Were the rules of good governance applicable to Carbios fully respected upon the departure of the former président? Of the former directeur général?
Answer to question 7:
See answer to question no. 2
Question n° 8 : What is the current composition of the Board of Directors? If there have been any recent director resignations, whom and on what dates and for what reasons?
Answer to question 8:
The Board of Directors comprises 10 directors until June 19, 2025 (BOLD Business Opportunities for L'Oréal Development, Michelin Ventures, Ms Isabelle Parize, Mr Vincent Kamel, Ms Jennifer Saenz, Mr Juan de Pablo, Ms Karine Auclair, Mr Mateus Schreiner Garcez Lopes, Ms Amandine de Souza and Ms Sandrine Conseiller) and one non-voting director (Copernicus Wealth Management).
Mr Juan de Pablo and Ms. Amandine de Souza have resigned from their directorship with effect from the close of the Annual General Meeting of June 19, 2025. Ms. Sandrine Conseiller has resigned from her directorship with
effect from June 20, 2025. These resignations were motivated by the fact that their other professional duties no longer allowed them to devote sufficient time to their duties as directors of Carbios.
As a result, from June 20, 2025, the Board of Directors will comprise 7 directors, including 3 independent directors (BOLD Business Opportunities for L'Oréal Development, Michelin Ventures, Ms Isabelle Parize, Mr Vincent Kamel, Mrs Jennifer Saenz, Ms Karine Auclair, Mr Mateus Schreiner Garcez Lopes) and one non-voting director (Copernicus Wealth Management), subject to approval of the renewal of these mandates at the Annual General Meeting on June 19, 2025.
The co-option of Ms Julie Sonies as an independent director, to replace Ms Sandrine Conseiller, will be proposed at the next Board meeting scheduled for July 1, 2025.
Disclaimer: This document is a free translation of a French language document issued for convenience and informational purpose only. In case of a discrepancy between this document and the French version, the French version shall prevail.
Disclaimer
Carbios SA published this content on June 19, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on June 19, 2025 at 17:09 UTC.