Unibios Holdings S.A.

M&A Activity • May 23, 2025

PRESS RELEASE

Unibios Holdings S.A. and OSMOSUN S.A. announce the signing of an Investment Agreement defining their future cooperation.

Under the terms of the agreement, Unibios Holdings S.A., an investment company listed on the Athens Stock Exchange (ISIN: GRS084003011), active in the water treatment and water reuse markets through its subsidiary Group Watera International SA, a company incorporated in Luxembourg will acquire a majority stake of 65% in Osmosun SA. This acquisition involves a cash contribution of €1.610 Thousand and a contribution in kind of 30% of Watera International's capital to Osmosun SA. It will be supplemented by a cash contribution of €390 Thousand from certain Osmosun's longstanding shareholders.

Osmosun SA is a French company, publicly traded on Paris Euronext Growth under the ticker symbol ALWTR. Founded in 2014 and headquartered in Gellainville, France, Osmosun designs, manufactures, and installs solar-powered desalination systems that convert seawater and brackish water into potable water. Their patented OSMOSUN® technology operates efficiently without batteries, utilizing photovoltaic solar energy during daylight hours and if needed, seamlessly integrating with grid power or other energy sources enabling 24/7 operation . These solutions serve various sectors worldwide, including remote communities, municipalities, hospitality, mining, and emergency response situations. Osmosun currently has more than 70 installations in 27 countries.

The transaction is subject to approval by Osmosun's shareholders at the Annual General Meeting scheduled for June 30, 2025. Shareholders will be asked to approve the transaction based on a report by the contribution auditor, who will also provide an opinion on the fairness of the transaction. Current shareholders, representing more than 65% of the share capital, have already committed to voting in favor of the resolutions at this General Meeting.

Unibios' commitments are contingent upon various conditions precedent, including the approval of the 2024 financial statements by Osmosun's shareholders and obtaining an exemption from the Autorité des Marchés Financiers (AMF) relieving Unibios from the obligation to file a public tender offer for Osmosun's shares.

As of May 22, 2025, the company's market capitalization was approximately €5.3 million. In the context of the transaction, OSMOSUN is valued at €4,042 million which corresponds to a market price of €0.72 per share. The contribution in kind of Watera International shares will be evaluated by a court appointed auditor in France. Following the transaction, Unibios is expected to hold 65% of OSMOSUN's share capital and voting rights. Through this transaction, Osmosun becomes the parent company of Unibios' Water Treatment activities, and will consolidate the businesses of Watera and Osmosun.

According to Unibios' company financial statements, the assets contributed to Osmosun are recorded at a book value of €4.97 million. In return, Unibios is expected to receive on closing approximately 11,43 million Osmosun shares valued at €10.8 million based on the market closing price as of May 22, 2025.

Following the closing, the anticipated impact on Unibios' consolidated balance sheet will be as follows: (1) The third party participations will increase by Euro 2.5 million, (2) the Shareholder Equity attributed to shareholders will decrease by Euro 2.1 million and (3) the Total Shareholder equity will increase by Euro 0.4 million.

The strategic rationale of this investment is based on the value of Osmosun's patented intellectual property and the appeal of its special solar desalination product line. Watera, with its competitive manufacturing capabilities can reduce the cost of these products and make them more economically appealing. At the same time, Watera's strong marketing & sales structure can expand market penetration. In parallel, through Osmosun, Watera gains access to the attractive French and French-speaking countries' water treatment and water reuse markets for its own products & solutions thus leveraging its extensive know-how and competitive cost base. To that extent the financial performance of Osmosun is expected to improve significantly following the contribution of Watera.

The transaction is anticipated to be concluded on June 30, 2025 subject to the Autorité des Marchés Financiers (AMF) granting Unibios an exemption from the obligation to file a public tender offer for Osmosun shares.

Given the nature of the transaction, there will be no change to Unibios' shareholder composition.

May 23, 2025

UNIBIOS Group is a holding company listed on the Athens Stock Exchange. Through its subsidiaries, UNIBIOS Holdings S.A. is active in the rapidly growing markets of Water Treatment and Recycling and Reuse.

WATERA International SA is a 100% subsidiary of Unibios Holdings, and through Watera Hellas SA, a leading company in the field of Water Treatment in Greece. Watera Hellas was founded in 1963 and is the first in terms of installed desalination capacity in Greece. Also, through its other subsidiaries, Watera International is successfully active, in addition to Greece, in the Czech Republic, Bulgaria and Italy, while at the same time it has developed significant export activities in Western and Eastern Europe, the Middle East and Africa.