Simplified tender offer for the company’s shares and convertible bonds

Initiated by

acting in concert with Hoche Partners PEI

Presented by

presenting and guaranteeing institution

INFORMATION RELATING TO THE LEGAL, FINANCIAL AND ACCOUNTING CHARACTERISTICS OF INOVALIS

INFORMATION MEMORANDUM PREPARED BY INOVALIS

TERMS OF THE TENDER OFFER :

Offer price :

2.07 euros per Advenis share

3,017.42 per Advenis convertible bond

Duration of the Offer: 15 trading days

The timetable of this tender offer will be determined by the Autorité des marchés financiers (the “AMF”) in accordance with the provisions of its general regulations.

Pursuant to Article L. 621-8 of the French Monetary and Financial Code and Article 231-23 of the AMF’s General Regulation, the AMF has affixed visa no. 20-574 dated November 24, 2020 to this offer document (the “Offer Document”), in application of the decision of compliance of the public offer dated November 24, 2020. This Information Memorandum has been prepared by Inovalis and is the responsibility of its signatories. The visa, in accordance with the provisions of Article L. 621-8-1, I., of the Monetary and Financial Code, was granted after the AMF verified “whether the document is complete and comprehensible, and whether the information it contains is consistent”. It does not imply approval of the appropriateness of the transaction or authentication of the accounting and financial information presented.

IMPORTANT NOTICE

In accordance with the provisions of Article L. 433-4 II of the French Monetary and Financial Code and Articles 237-1 et seq. of the AMF General Regulation, in the event that, at the end of the Offer, the number of Advenis shares not tendered by the non-Concert shareholders does not represent more than 10% of the share capital and voting rights of Advenis, Inovalis intends to request the AMF to implement within three (3) months after the closing of the Offer, of a squeeze-out procedure in order to have the Advenis shares not tendered to the Offer transferred to Inovalis, in consideration for a cash consideration equal to the Offer price per Advenis share, net of all costs. Inovalis also intends to apply to the AMF, within three (3) months of the closing of the Offer, in accordance with the provisions of Article L. 433-4 III of the French Monetary and Financial Code and the AMF General Regulation applicable at the closing of the Offer, the implementation of a squeeze-out procedure in order to have the bonds convertible into shares not presented to the Offer transferred to it, in return for a unitary compensation equal to the Offer price per bond convertible into Advenis shares, net of all costs, in the event that the sum of (i) the Advenis shares not tendered to the Offer and not held by the Concert and (ii) the Advenis shares likely to be issued as a result of the conversion of the convertible bonds into shares not tendered to the Offer and not held by the Concert, does not represent more than 10% of the sum of the existing and new Advenis shares likely to be created as a result of the conversion of the convertible bonds into shares. The Offer Memorandum should be read in conjunction with all other documents published in connection with the Offer and in particular with the description of the legal, financial and accounting characteristics of Inovalis, which will be made available to the public at the latest on the day before the opening of the Offer.

The Offer Document is available on the AMF website (www.amf-france.org) and on Inovalis’ website (www.inovalis.com) and can be obtained free of charge on request from Kepler Cheuvreux, 112 avenue Kléber, 75116 Paris and Inovalis, 52 rue de Bassano, 75008 Paris. In accordance with Article 231-28 of the AMF’s General Regulation, the information relating to the legal, financial and accounting characteristics of the Offeror will be filed with the AMF and made available to the public at the latest on the day before the opening of the Offer. A press release will be issued in accordance with the provisions of Article 221-3 of the AMF’s General Regulation to inform the public of the procedures for making this information available.