EUI-3401310715v1




This press release must not be published, distributed or transmitted, directly or indirectly, in the United States of
America, Australia, Canada, South Africa or Japan.


Press release



Completion of the acquisition of a majority
stake in Vinpai by Camlin Fine Science
Limited

Saint-Dolay – France, November 27, 2025 – 7:00 pm CET – Vinpai (ISIN:
FR001400AXT1; ticker: ALVIN), a specialist in the design, manufacture and marketing of
algae- and plant-based functional ingredients for the food and cosmetics industries
(“Vinpai” or the “Company”), today announces, following on from its previous press
releases, including the one dated 24 February 2025, that Camlin Fine Science Limited
(“CFSL”) has today completed the acquisition of a majority stake in the share capital of
Vinpai, representing 78.68% of its share capital, at a price of EUR 3.60 per Vinpai share,
from certain shareholders of the Company (the “Block Acquisition”)1.

CFSL has indicated2 that on Monday, 1 December 2025, it would convert its convertible
bonds issued on 20 October 2025 (the “Convertible Bonds”), thereby resulting in the
issuance to its benefit of 1,100,000 new ordinary shares of Vinpai3.

As a result of the completion of the Block Acquisition which occurs today and the
conversion of the Convertible Bonds contemplated in the next few days, CFSL will hold
83.82% of the Company’s share capital and 80.86% of its voting rights.

CFSL has indicated its intention to file, in accordance with applicable laws and
regulations, in mid-December 2025 with the Autorité des marchés financiers (the
“AMF”) a simplified cash tender offer for all outstanding Vinpai shares, at the same price
as that of the Block Acquisition, i.e. EUR 3.60 per Vinpai share (the “OPAS”). If all
statutory and regulatory conditions are met, CFSL has indicated its intention to
implement a squeeze-out proceeding4.

The Board of Directors of Vinpai held on 24 February 2025 approved the contemplated
combination between the Company and CFSL and indicated it would recommend that
shareholders tender their shares to the OPAS, subject in particular to the issuance by
the independent expert of a fairness opinion on the financial terms of the OPAS
(including in the context of a squeeze-out).


1
For further information on the Block Acquisition, please refer to Vinpai's press release dated 24 February 2025
2
See CFSL's press release dated today
3
For more information on the Convertible Bonds, please refer to Vinpai's press release dated 20 October 2025
4
See CFSL's press release dated today.

1
This press release must not be published, distributed or transmitted, directly or indirectly, in the United States of
America, Australia, Canada, South Africa or Japan.




About Vinpai
Vinpai is an ingredien’tech company specializing in the design, manufacture and
marketing of algae, plants, mineral and fiber-based functional ingredients offering
manufacturers natural alternatives to chemical additives. Positioned in the most
promising market segments, Vinpai now supports manufacturers in the food industry,
its historical market, cosmetics and nutraceuticals, thanks to cross-technology know-
how, enabling them to increase the nutritional qualities of their finished products. The
combination and association of ingredients and food additives allows manufacturers
to accelerate their development, optimize their production costs and generate
profitability. Operating from two sites, in Saint-Dolay (Morbihan) and near the port of
Saint-Nazaire, Vinpai has developed more than 3,500 formulas and now has
43 employees. In 2024, the Company generated revenues of €9.2 million, including
more than 70% of which from exports, and generates sales in more than 36 countries.

For further information: www.vinpai.com




Contacts
Vinpai NewCap NewCap
Philippe Le Ray Théo Martin Nicolas Mérigeau
Chief Executive Officer Aurélie Manavarere Media Relations
investors@vinpai.com Investor Relations vinpai@newcap.eu
vinpai@newcap.eu T.: 01 44 71 94 98
T.: 01 44 71 94 94
Disclaimer
This press release does not constitute an offer to sell nor a solicitation of an offer to buy Vinpai shares in any country,
nor shall there be any sale of shares in any state or jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The distribution of this document may, in certain jurisdictions, be restricted by local legislations. Persons into
whose possession this document comes are required to inform themselves about and to observe any such
potential local restrictions.

This press release constitutes an advertisement and not a prospectus within the meaning of Regulation (EU) no.
2017/1129 of the European Parliament and of the Council of June 14, 2017 (the “Prospectus Regulation”). Any
decision to purchase shares must be made solely on the basis of publicly available information on the Company.

In France, the issue of bonds convertible into Vinpai shares described above was reserved to an investor falling into
the category of beneficiaries defined in the sixteenth resolution of the Company’s general meeting dated
June 26, 2024, pursuant to article L. 228-91 of the French commercial code and applicable regulatory provisions.
Pursuant to article 211-3 of the French financial markets authority (Autorité des marchés financiers) (the “AMF”)
general regulations and articles 1(4) and 3 of the Prospectus Regulation, the said issue of convertible bonds will
not require the publication of a prospectus approved by the AMF.

With respect to Member States of the European Economic Area, no action has been taken or will be taken to
permit a public offering of the securities referred to in this press release requiring the publication of a prospectus
in any Member State. Therefore, such securities may not be and shall not be offered in any Member State other
than in accordance with the exemptions of article 1(4) of the Prospectus Regulation or, otherwise, in cases not
requiring the publication by the Company of a prospectus under article 3 of the Prospectus Regulation and/or the
applicable regulations in such Member State.

This press release and the information it contains are being distributed to and are only intended for persons who
are (x) outside the United Kingdom or (y) in the United Kingdom, who constitute “qualified investors” (as this term
is defined in the Prospectus Regulation which forms part of domestic law pursuant to European (Withdrawal) Act
2018) and are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000

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This press release must not be published, distributed or transmitted, directly or indirectly, in the United States of
America, Australia, Canada, South Africa or Japan.


(Financial Promotion) Order 2005, as amended (the “Order”), (ii) high net worth entities and other such persons
falling within Article 49(2)(a) to (d) of the Order (“high net worth companies”, “unincorporated associations”, etc.)
or (iii) other persons to whom an invitation or inducement to participate in investment activity (within the meaning
of Section 21 of the Financial Services and Market Act 2000) may otherwise lawfully be communicated or caused
to be communicated (all such persons in (y)(i), (y)(ii) and (y)(iii) together being referred to as “Relevant Persons”).
Any invitation, offer or agreement to subscribe, purchase or otherwise acquire securities to which this press release
relates will only be available to and engaged with Relevant Persons. This press release is solely intended for
Relevant Persons and any person who is not a Relevant Person should not act or rely on this press release or any
of its contents.

This press release and the information contained therein does not, and will not, constitute an offer of securities for
sale, nor the solicitation of an offer to purchase, Vinpai securities in the United States of America or any other
jurisdiction where restrictions may apply. Securities may not be offered or sold in the United States of America
absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the
“Securities Act”). The securities of Vinpai have not been and will not be registered under the Securities Act, and
the Company does not intend to conduct a public offering of Vinpai securities in the United States of America.

The distribution of this press release may be subject to legal or regulatory restrictions in certain jurisdictions. Any
person who comes into possession of this press release must inform him or herself of and comply with any such
restrictions.

The information contained in this press release does not constitute an offer of securities in the United States of
America, in Australia, in Canada, in South Africa, in Japan nor in any other country. This press release shall not be
published, transmitted or distributed, directly or indirectly, into the territory of the United States of America,
Australia, Canada, South Africa or Japan.




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