CARMAT announced a final agreement with all its financial creditors on new loan repayment terms. This agreement follows the conditional agreements in principle announced on January 12 and February 22. It covers all of the Company's bank loans, including the ?30 million loan from the European Investment Bank ("EIB") and the two State Guaranteed Loans ("PGE"), of a principal amount of ?5 million each, from BNP Paribas ("BNPP") and Bpifrance ("BPI"). Given this agreement and its cash position, the Company can, according to its current business plan, fund its activities until mid-May 2024, and estimates its financing needs over the next 12 months at approximately ?35 million.

The Company carries on working very actively on other initiatives to strengthen its equity and alleviate its cash constraints in the short term, in order to be able to continue its activities beyond mid-May 2024. Final Agreement with BNPP and BPI on new repayment terms of the PGE: The banks have granted CARMAT an additional 24-month grace period with subsequent postponement of final loan maturity: PGE with BNPP: maturity extended from October 27, 2026, to October 27, 2028; PGE with BPI: maturity extended from November 30, 2026, to November 30, 2028. After the grace period, the PGE contracted from BPI will be repaid on a monthly basis, while the PGE contracted from BNPP will give rise to one initial half-yearly payment, followed by monthly payments.

The amounts borrowed will continue to bear interest at fixed rates adjusted versus those of the initial contracts, in order to reflect the evolution of the banks' refinancing rate6. The other terms and conditions of the loans will remain, in substance, unchanged; the credits will particularly remain unsecured and guaranteed at 90% by the French State. Final Agreement with the EIB on new loan repayment terms and on its equitization: The new repayment terms of the EIB loan, as well as those of the planned equitization, are in all respects similar to those described in the conditional agreement in principle reached with the EIB in January 2024, which had been the subject of a detailed press release by the Company on January 12, 2024.

Main new repayment terms of the loan. Tranche 1: maturity extended from January 31, 2024, to July 31, 2026; Tranche 2: maturity extended from May 4, 2025, to August 4, 2027 and Tranche 3: maturity extended from October 29, 2026, to October 29, 2028. The amounts borrowed will continue to bear interest until their new maturity dates at fixed rates specified in the initial contract.

Moreover, the initial royalty agreement associated with this loan is modified to begin with respect to 2024 sales and for a duration of 15 years (versus a duration of 13 years in the initial contract). The other terms and conditions of the loan remain, in substance, unchanged (this is notably the case regarding the events of default and early repayment clauses). The loan will remain unsecured.

Main terms of the equitization of the loan: An equitization operation of the first tranche of the loan will be launched to allow its gradual transformation into CARMAT shares via a trust (fiducie-gestion) created for the requirements of this operation and managed by a trustee independent of the Company and EIB (the "Trust"). This equitization will successively cover the three tranches of the loan, but the EIB could unilaterally decide, in due time, not to proceed with the equitization of the second and/or third tranches, of which the market would be informed. On the day of the implementation of the equitization, the Company will proceed with the issuance, free of charge and with the suppression of the preferential subscription right of the shareholders, of a certain number of warrants in favour of the trustee, acting on behalf of the Trust.

Each warrant will allow the subscription of one share of the Company. The Trustee will progressively exercise these warrants. The shares so issued from each exercise will then be gradually sold by the Trust on the market, and the net proceeds from the sale will be transferred by the Trust to the EIB until the complete repayment of the sums due to the bank for the first tranche of the loan.

Should the net proceeds from the sale of the shares not have allowed the total repayment of this tranche to the EIB by July 31, 2026 (the new maturity date of the first tranche), the Company would then repay the balance due to the EIB for this tranche, in cash from its own cash resources, on that date. A partial cash repayment by the Company of the sums due to the EIB for the first tranche is therefore possible. A mechanism identical to that used for the first tranche would then be put in place for equitizing the second and third tranches of the loan, unless the EIB decided not to do so, of which the market would be informed.