Amoéba

Capital/Financing Update • Nov 15, 2019

PRESS RELEASE

AMOEBA announces the issuance of the eleventh tranche of 26 bonds convertible into shares as part of its bond financing with incentive program with Nice & Green.

Lyon (France), November 15, 2019 - AMOEBA (FR0011051598 - AMEBA), producer of a biological biocide capable of eliminating bacterial risk in water and human wounds, and a biocontrol product for plant protection, still in trial phase, announces the issuance of the eleventh tranche of bonds convertible into shares ("OCAs") of its bond financing with incentive program, namely 26 OCAs numbered from 261 to 286 fully issued to Nice & Green S.A.

It is recalled that the general meeting of Amoéba shareholders held on 14 January 2019 (the "General Meeting") voted in favor of setting up this financing by delegating its authority to the Board of Directors to decide to issue bonds convertible into shares with cancellation of shareholders' preferential subscription rights to Nice & Green (see press release dated 16 January 2019).

The Chairman and Chief Executive Officer, using the sub-delegation granted to him by the Board of Directors at its meeting on 16 January 2019, decided, in accordance with the announced issuance schedule (see press releases dated 20 December 2018 and 16 January 2019), to issue on november 15, 2019, 26 OCAs numbered from 261 to 286 to Nice & Green S.A. corresponding to the eleventh tranche of the bond financing.

As provided for in the Issuance Agreement, these OCAs were fully subscribed at a price equal to 96% of their nominal value, representing an eleventh tranche of OCAs for a total net amount of €499,200.

It is recalled that under the terms of the Issuance Contract, Amoéba will have to issue the last tranche of OCAs according to the following issuance schedule and subject to the satisfaction of certain conditions precedent (see press releases dated 20 December 2018 and 16 January 2019):

Date	Number of OCAs issued
16 december 2019	287 to 312

The above schedule may be modified and/or adjusted by mutual agreement between the Company and Nice & Green or in accordance with the provisions of the Issuance Agreement, provided that its duration does not exceed the period of validity of the delegation of authority granted by the General Meeting (see press release dated 20 December 2018).

As a reminder, the Company maintains on its website a monitoring table of the OCAs and the number of Amoéba shares in circulation (see Investors section / Regulatory information and financial documents / Other information).

As of november 15, 2019, 3,652,678 new shares were created by converting bonds numbered from 1 to 235, bringing the total number of shares outstanding to 9,665,350 shares.

As an indication, the theoretical impact of the issue of this eleventh tranche of OCAs is presented in the tables below in accordance with the OCA conversion formulas described in the Prospectus and on

the basis of 92% of the lowest volume-weighted average trading price of the Amoéba share at closing (as published by Bloomberg) over the six (6) trading days immediately preceding november 15, 2019, namely 0.414 euros.

• Impact of the issue on the share of shareholders' equity per share (calculation based on Amoéba's shareholders' equity as at June 30, 2019, prepared in accordance with International Financial Reporting Standards (IFRS) adjusted for capital increases completed up to November 15, 2019, i. e. 5,797,662 euros and the number of shares comprising the Company's share capital as at November 15, 2019, i. e. 9,665,350 shares):

	Quote-part des capitaux propres au 30 juin 2019 (en euros) *
	Base non diluée	Base diluée**
Avant émission de la 11° tranche	5 797 662	6 867 662
Après émission de 1 365 501 actions nouvelles résultant de la conversion de la 11° tranche soit 26 OCA	6 296 862	7 366 862

(*) amount of shareholders' equity at 30 june 2019 prepared in accordance with IFRS international financial standards and adjusted for capital increases completed until November 15, 2019 (**) assuming:

• the full exercise of the business creator share subscription warrants and share subscription warrants issued and allocated by Amoéba, exercisable or not, giving the right to subscribe for 210,000 new shares
• the definitive allocation of the conditional rights to receive 7,980 free shares fully subject to a condition of uninterrupted presence.

• the conversion of 25 OCAs issued as Tranche 10 and not yet converted as at 15 november 2019

• Impact of the issue on the participation of a shareholder holding 1% of Amoéba's share capital prior to the issue of the eleventh tranche (calculation based on the number of shares comprising Amoéba's share capital as at November 15 2019, i.e. 9,665,350 shares):

	Participation de l'actionnaire (en %)
	Base non diluée	Base diluée*
Avant émission de la 11° tranche	1%	0,86%
Après émission de 1 365 501 actions nouvelles résultant de la conversion de la 11° tranche soit 26 OCA	0,88%	0,77%

(*) assuming:

• the full exercise of the business creator share subscription warrants and share subscription warrants issued and allocated by Amoéba, exercisable or not, giving the right to subscribe for 210,000 new shares
• the definitive allocation of the conditional rights to receive 3,980 free shares fully subject to a condition of uninterrupted presence.
• the conversion of 25 OCAs issued as Tranche 10 and not yet converted as at 15 november 2019

The reader's attention is drawn to the risk factors specific to Amoéba and the OCAs described in section D of the summary and chapter 2 of the Prospectus approved by the Autorité des Marchés Financiers on 20 December 2018 under number 18-575. As a reminder, the Prospectus is available under the conditions provided for by the regulations in force. Copies of the Prospectus are available free of charge at AMOEBA's registered office (38 Avenue des Frères Montgolfier - 69680 CHASSIEU), on its website (www.amoeba-biocide.com) under the heading Investors / Regulatory Information and Financial Documents / Other Information as well as on the AMF website (www.amf-france.org).

About AMOEBA:

Amoéba's ambition is to become a major player in the treatment of bacterial risk in the fields of water, healthcare and plant protection. Our biological solution is an alternative to chemical products widely used today. Amoéba is currently focusing on the market of industrial cooling towers estimated at €1.7Bn (1) on a global chemical biocide market for water treatment, evaluated at €21Bn (2) and on the biocontrol market for plant protection estimated globally at €1.6Bn (4) . In the future, the Company is looking at developing new applications such as chronic wound care, estimated at € 751 million (3) in the USA. Sales of associated products with healthcare, biocides and crop protection are subject to the Company being granted local regulatory market authorizations. The Company is currently in a trial phase for biocidal and plant protection applications and does not market any products.

Created in 2010, based in Chassieu (Lyon, France) with a subsidiary in Canada and in the United States, Amoéba is quoted on the compartment C of Euronext Paris. The Company is a member of the BPIfrance Excellence network and is eligible for the PEA-PME SME equity savings plan setup. More information on www.amoebabiocide.com.

(1): Amoéba data combined from sources: DRIRE 2013, Eurostat, ARHIA 2013

(2): Sources combined by Amoéba from water treaters, Freedonia, Eurostat et MarketsandMarkets

(3): BCC Research, "Markets for Advanced Wound Management Technologies," Wellesley, MA, 2017

(4): Biopesticides Worldwide Market 2013, CPL, Wallingford, UK

Contacts :

Amoéba Valérie FILIATRE General Manager +33 (0)4 26 69 16 00 valerie.filiatre@amoeba-biocide.com Investors Relations Grégory BOSSON Agence Calyptus +33(0)1 53 65 37 90 gregory.bosson@calyptus.net Medias relations Constance LOZET Agence Ekno +33(0)7 78 41 19 70 constance.lozet@ekno.fr

Disclaimer

This press release contains certain forward-looking statements concerning AMOEBA which are based on its own assumptions and hypothesis and on information that are available to us. However, AMOEBA gives no assurance that the estimates contained in such forward-looking statements will be verified, which estimates are subject to numerous risks including the risks set forth in the reference document of AMOEBA filed with the French Financial Markets Authority (Autorité des Marchés Financiers) on April 25, 2019 under number D19-0383 (a copy of which is available on www.amoeba-biocide.com). The forward-looking statements contained in this press release are also subject to risks not yet known to AMOEBA or not currently considered material by AMOEBA. The occurrence of all or part of such risks could cause actual results, financial conditions, performance or achievements of AMOEBA to be materially different from such forward-looking statements.