CARMAT: The Combined Shareholders’ Meeting of April 12, 2016 Approves the Resolutions Pertaining to the Reserved Capital Increase and the Group’s Governance

Regulatory News:

CARMAT (Paris:ALCAR) (FR0010907956, ALCAR), the designer and developer of the world’s most advanced artificial heart project, aiming to provide a therapeutic alternative for people suffering from end-stage biventricular heart failure, announces that today’s Combined Shareholders’ Meeting has approved all the resolutions pertaining to the reserved capital increase and the Group’s governance.

• Implementation of the €50.0 million reserved capital increase

Today’s Combined Shareholders’ Meeting has voted in favor of the delegation of authority enabling the implementation of a €50.0 million capital increase reserved for those designated by CARMAT in its press release of February 26, 2016.

The Board meeting held following this Combined Shareholders’ Meeting, exercising this delegation of authority, has decided to issue 1,349,159 new shares at a price of €37.06 per share, representing a capital increase of a total of €50.0 million, issuance premium included.

In accordance with the terms of the investment agreement signed on February 26, 2016 between CARMAT, its core shareholders and the pool of strategic investors, the issuance price of the new shares corresponds to the volume-weighted average price during the five trading sessions preceding the date of this Board meeting.

The Group will inform the public of the realization of this reserved capital increase via a press release.

Moreover, the Board of Directors has decided not to carry out a simultaneous private placement among qualified investors.

• New composition of the Board of Directors

Today’s Combined Shareholders’ Meeting has voted in favor of the appointment of Santé Holdings S.R.L., represented by Mr. Antonino Ligresti, as a Board member, subject to the condition precedent of the implementation of the capital increase.

Subject to this condition, and given the approval of the renewals of current Board members’ mandates by the Combined Shareholders’ Meeting, CARMAT’s Board of Directors would henceforth have 8 members, 3 of them independent:

• Mr. Jean-Claude Cadudal, independent Board member
• Mr. Marcello Conviti, Chief Executive Officer
• Matra Défense, represented by Mrs. Anne-Pascale Guédon
• Truffle Capital, represented by Mr. Philippe Pouletty
• Mr. Alain Carpentier
• Mr. Henri Lachmann, independent Board member
• Mr. André-Michel Ballester, independent Board member
• Santé Holdings S.R.L., represented by Dr. Antonino Ligresti

Marcello Conviti, Chief Executive Officer of CARMAT, says: "On behalf of the entire CARMAT team, I would like to thank our shareholders for their trust and support. Thanks to this €50.0 million capital increase, CARMAT will have a solid financial structure enabling it to confidently continue the industrial and clinical developments necessary to obtain CE Marking for its unique medical device.”

The results of the voting by resolution will be published on the Group’s website (www.carmatsa.com, Investors / Documentation / Shareholders’ Meetings section) within the statutory timeframe.

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About CARMAT: the world’s most advanced total artificial heart project

A credible response to end-stage heart failure: CARMAT aims to eventually provide a response to a major public health issue associated with heart disease, the world’s leading cause of death: chronic and acute heart failure. By pursuing the development of its total artificial heart, CARMAT intends to overcome the well-known shortfall in heart transplants for the tens of thousands of people suffering from irreversible end-stage heart failure, the most seriously affected of the 20 million patients with this progressive disease in Europe and the United States.

The result of combining two types of unique expertise: the medical expertise of Professor Carpentier, known throughout the world for inventing Carpentier-Edwards^® heart valves, which are the most used in the world, and the technological expertise of Airbus Group, world aerospace leader.

Imitating the natural heart: given its size, the choice of structural materials and its innovative physiological functions, CARMAT’s total artificial heart could, assuming the necessary clinical trials are successful, potentially benefit the lives of thousands of patients a year with no risk of rejection and with a good quality of life.

A project leader acknowledged at a European level: with the backing of the European Commission, CARMAT has been granted the largest subsidy ever given to an SME by Bpifrance; a total of €33 million.

Strongly committed, prestigious founders and shareholders: Airbus Group (Matra Défense), Professor Alain Carpentier, the Centre Chirurgical Marie Lannelongue, Truffle Capital, a leading European venture capital firm, and the thousands of institutional and individual shareholders who have placed their trust in CARMAT.

For more information: www.carmatsa.com

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Disclaimer

This press release and the information it contains is not intended to constitute and should not be construed as an offer to sell or a solicitation to buy or subscribe to any Carmat securities, in any jurisdiction. Any public offering of securities would be made by means of a prospectus approved by the French financial market authority (the Autorité des marchés financiers) that contains detailed information about Inside Secure.

The distribution of this press release may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions.

This document is not for publication or distribution, directly or indirectly, in or into the United States. This document does not constitute or form part of an offer of securities for sale or solicitation of an offer to purchase securities in the United States, Canada, Australia, Japan or in any other jurisdiction where such offer may be restricted. The Carmat securities referred to in this press release have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from registration or in a transaction not subject to the registration requirements of the Securities Act. There will be no public offering of Carmat securities in the United States.

This communication is directed only at persons who: (i) are qualified investors within the meaning of the Financial Services and Markets Act 2000 (as amended) and any relevant implementing measures, and/or (ii) are outside the United Kingdom, and/or (iii) have professional experience in matters relating to investments who fall within the definition of "investment professionals" contained in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"), or are persons falling within article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order, or fall within another exemption to the Order (all such persons referred to in (i) to (iii) above together being referred to as "Relevant Persons"). Any person who is not a Relevant Person must not act or rely on this communication or any of its contents. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

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Name: CARMAT
ISIN code: FR0010907956
Ticker: ALCAR

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