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Hydrogen energy comes to the market: McPhy Energy launches its IPO on Euronext Paris

 A capital increase of EUR 22 million(1)

 Placement between 3 and 18 March 2014

 Indicative price range between EUR 6.75 and 8.25 per share.

McPhy Energy brings its exclusive solid-state hydrogen storage technology to the stock market to accelerate its growth strategy in renewable energy markets worldwide.

La Motte-Fanjas, March 3, 2014 - McPhy Energy, a company specialized in hydrogen-based solutions for energy storage and industrial applications today announces its IPO after the admission of its shares on Euronext Paris (Compartment C).

"Because it’s becoming more and more difficult to exploit energy from renewable resources, McPhy Energy manufactures equipment that captures surplus renewable electricity through its unique, solid-state hydrogen storage technology. McPhy Energy’s IPO will help us to strengthen our equipment manufacturing infrastructure, and to accelerate our sales growth in key geographic areas, enabling us to seize opportunities in the global energy transition underway,” said Pascal Mauberger, Chief Executive Officer of McPhy Energy.

The French market regulator (Autorité des marchés financiers− AMF) has given its clearance with visa No. 14-063 dated February 28, 2014 on the prospectus for McPhy’s IPO on Euronext.

(1) Based on the midpoint of the IPO’s indicative price range of EUR 7,50 per share, excluding the extension clause and overallotment option.

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McPhy Energy equipment to support the current energy transition through hydrogen The growth of electricity generated from renewable sources has raised the problem of increased saturation of electricity networks and energy waste: therefore the storage and recovery of renewable energies has now become a major issue in this rapidly growing market. Due to its exceptional energy capacity, hydrogen has been identified as one of the main vectors for storing surplus energy production and for developing new means of mobility that will in the long term replace the use of fossil fuels. McPhy Energy’s exclusive technology, the result of more than 13 years of R&D conducted with the French national center for scientific research (CNRS) and French atomic energy agency (CEA), stores hydrogen, an extremely light gas, in solid state. McPhy Energy’s hydrogen production and storage equipment:  captures and re-uses surplus electricity produced from renewable energy sources; it also supports the deployment of new hydrogen-powered vehicles;  helps the many industries that use hydrogen in their manufacturing process (metal processing, industrial glass works, electronics, etc.) to become cleaner.

Worldwide expertise recognized by more than 1,000 customers(1) McPhy Energy employs 83 people, including many recognized French, German, and Italian experts in hydrogen, at its development and testing center as well as its three manufacturing sites (La Motte Fanjas, near Grenoble in France, Ponsacco in Italy, and Wildau in Germany). McPhy Energy today counts more than 1,000 customers(2) around the world who have purchased its hydrogen-based solutions. It also participates in large- scale projects alongside major industrial and energy players such as GdF, Total, Linde, and Enel.

A capital increase to accelerate growth McPhy Energy's IPO will help the company reach its strategic goals, namely:  accelerate its sales strategy by strengthening it sales teams in four key growth areas: the Americas, Western Europe, Eastern Europe and Russia, as well as the Middle East and Africa;  increase its manufacturing capacity in Germany and Italy to address the anticipated strong ramp-up in revenue;  intensify the industrial deployment of its exclusive hydrogen storage technology.

(2) Historic client base

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Transaction Details Listing market › Euronext Paris - C Compartment Indicative price range › Between €6.75 and €8.25 per share Shares offered › 2,934,000 New Shares to be issued through a capital increase at the IPO › A maximum of 440,100 additional new shares in case the Extension Clause is fully exercised › A maximum of 506,115 additional new shares in case the over allotment Option is fully exercised › No placement of existing shares Gross transaction proceeds › Approximately €22.0 million at the indicative mid-range price of € 7.50, possibly increased to : › €25.3 million in case the Extension Clause is fully exercised › €29.1 million in case the Extension Clause and over-allotment Option are both fully exercised Transaction structure › A public placement in France mainly intended to individuals and retail investors and an institutional mainly intended to institutional investors in France and outside France (including the United States of America) Subscription commitments already received › Some of the Company' shareholders have already expressed their support though a commitment of up to 7 million euros including: › A subscription of up to 3 million euros in the Offer, through compensation of shareholder’s loans; › An additional cash subscription of up to 4 million euros in the Offer, conditional upon the Company securing at least 16 million euros in the Offer (not including the further 4 million euro commitment). Indicative timetable 28 February 2014 AMF visa on the prospectus 3 March 2014 Announcement of IPO terms Opening of the subscription period 18 March 2014 Closing of the subscription period 19 March 2014 Offer price determined, possible exercise of the Extension Clause and investor share allocation 24 March 2014 Shares issued – Settlement and delivery 25 March 2014 Start of trading on Euronext

18 Aril 2014 Deadline for over allotment option exercise

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About McPhy Energy McPhy Energy, a leading developer of hydrogen-based solutions, was founded at La Motte Fanjas (Drôme) in France in 2008. The company draws on its exclusive technique for storing hydrogen in solid form and its years of experience in producing hydrogen through water electrolysis to design and manufacture flexible storage and production equipment. McPhy Energy markets easy-to-use, environmental-friendly solutions combining unique safety features and energy independence to over 1,000 clients in the renewable energy, mobility and industry sectors. The group has three production sites in France, Germany and Italy and an R&D laboratory in France. As a fast expanding company, McPhy Energy counts several top-tier investors (Sofinnova Partners, Bpifrance, Gimv, Amundi, Emertec, Areva) among its shareholders. www.mcphy.com

Underwriters

Global Coordinator, Lead Manager Co-lead Manager & Sole Placement Syndicate Member

### For additional information or a copy of prospectus, contact: Person: Marie-Anne Garigue Company Name: Calyptus Telephone Number: + 33 1 53 65 68 63 Email Address: [email protected]

The prospectus approved by the AMF under visa number 14-063, may be obtained free of charge from McPhy and the financial intermediaries, as well as on the websites of McPhy and the AMF. The attention of the public is directed to the “risk factors” section of the prospectus. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or any other jurisdiction. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. McPhy has not registered, and does not presently intend to register securities or conduct a in the United States. No copy of this announcement has been or should be distributed or sent to the United States, Canada, Japan or Australia. This announcement does not contain or constitute an invitation, inducement or solicitation to invest. This press release is directed only at persons (1) who are outside the United Kingdom, (2) who are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”), or (3) who are high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (1), (2) and (3) above together being referred to as “Relevant Persons”). This announcement is directed only at Relevant Persons and must not be acted or relied upon by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.”

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SUMMARY OF THE PROSPECTUS

AMF visa no. 14-063 dated 28 February 2014

The summary comprises a series of key information items , referred to as "Elements", which are presented in five sections A to E, numbered from A.1 to E.7.

This summary contains all the Elements to be included in the summary of a prospectus for this category of transferable securities and this type of issuer. As all the Elements do not need to be indicated, the numbering of the Elements in this summary is not continuous.

It is possible that no relevant information may be provided concerning a given Element that is to be included in this summary as a result of the category of transferable securities and the type of issuer concerned. In this case, a brief description of the Element concerned is provided in the summary with the indication "Not applicable".

Section A – Introduction and disclaimer

A.1 Disclaimer This summary must be read as an introduction to the Prospectus. Any decision to invest in the financial securities that are covered by the transaction must be based on an exhaustive review of the Prospectus. In the event of any court proceedings concerning the information contained in the Prospectus, the plaintiff investor may, depending on the national legislation in force in European Community or European Economic Area member states, have to bear the costs incurred to translate the Prospectus prior to the start of any legal proceedings. The parties that have presented the summary, including its translation, may only be held civilly liable if the content of the summary is materially misleading, inaccurate or contradictory in relation to the other parts of the Prospectus, or if it does not provide, when read in combination with the other parts of the Prospectus, the key information making it possible to help investors when they are considering investing in these transferable securities.

A.2 Issuer's Not applicable. consent concerning use of the prospectus

Section B – Information concerning the issuer

B.1 Corporate - Corporate name: McPhy Energy (the "Company"); name and - Trading name: "McPhy Energy". trading name

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B.2 Registered - Registered office: ZA La Riétière, 26190 La Motte-Fanjas, France; office / - Legal form: French limited company (société anonyme) with Legal form Management and Supervisory Boards; / Governing - Governing law: French law; law / - Country of origin: France. Country of origin

B.3 Type of The Group's business involves the storage of hydrogen in solid form operations using metal hydrides and the production of hydrogen through water and electrolysis. The Group's storage solutions have been developed principal following several years of scientific research conducted within the activities French national center for scientific research (CNRS), for which it has exclusive rights to use the patents, and the French atomic energy agency (CEA). The Group sells electrolyzers for industrial operators and combined electrolyzer and solid hydrogen storage systems for the energy storage market. In 2013, the Group recorded total revenues of 6.9 million euros, including 3 million euros of sales of electrolyzers to the industry. The energy storage and electrolyzer business does not currently generate sales, but benefits from subsidies through its involvement in demonstration projects aiming to prove the technological viability of these solutions with a view to their commercial release.

B.4 Recent key Since the last financial year-end on December 31, 2013, there have a trends been no significant events likely to affect McPhy's production, sales affecting or activities, with the exception of the 3 million shareholder’s loan the issuer subscribed with existing shareholders. and its McPhy's ambition is to become a global market leader for hydrogen business equipment for the industry and energy markets. To achieve this, the sectors Group has identified a certain number of strategic areas for development:  International commercial development  Strengthening of the product range  Increase in production resources and capacities

B.5 Group The Company is the parent company of a group of companies which the comprising two consolidated subsidiaries at December 31, 2013 issuer (one subsidiary in Germany and one subsidiary in Italy). belongs to

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B.6 Primary Shareholding structure shareholde Breakdown of the shareholding structure on the date of approval of rs the Prospectus:

Diluted (after Undiluted exercising of options and warrants)

% of % of capital capital Number Number of Shareholders and and of shares shares voting voting rights rights

Management & employees 63,800 1.2% 1,012,686 16.3%

Pascal Mauberger 31,000 0.6% 307,361 4.9%

Roland Kappner - - 162,000 2.6%

Gregory Wagemans 32,800 0.6% 154,151 2.5%

Adamo Screnci - - 143,267 2.3%

Roberto Rasoini - - 52,000 0.8%

Pierre Maccioni - - 31,000 0.5%

Mikaël Wenske - - 31,000 0.5%

Laurent Peyraud - - 21,414 0.3%

Christian Berto - - 16,331 0.3%

David Vempaire - - 16,331 0.3%

Other employees - - 77,831 1.3%

Financial investors / PE funds 4,178,787 80.7% 4,178,787 67.2%

Funds managed by Sofinnova Partners 1,531,093 29.6% 1,531,093 24.6%

Funds managed by BPIfrance Investissement 827,868 16.0% 827,868 13.3%

Funds managed by GIMV 782,787 15.1% 782,787 12.6%

Funds managed by Emertec Gestion 709,170 13.7% 709,170 11.4%

Funds managed by Amundi Private Equity Funds 327,869 6.3% 327,869 5.3%

AREVA (via Areva Delfi) 169,775 3.3% 169,775 2.7%

Other 768,729 14.8% 860,643 13.8%

Public - - - -

Total 5,181,091 100.0% 6,221,891 100.0%

No single shareholder has exclusive control over the Company. On the date of approval of the Prospectus, there was a shareholders'

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agreement in place (and simplified mini-agreements) that will no longer apply once the Company's shares have been admitted to the regulated market Euronext in Paris. To the best of the Company's knowledge, there are no other agreements in place between shareholders.

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 Key profit and loss elements B.7 Selected

key historical Year ended December 31 financial €'000 2012 2013 informatio n Production sold: goods 199 2,099 Production sold: services 194 421 Sales of goods 1 549 Sales 394 3,070 Research tax credit 1,064 1,273 Subsidies 574 2,427 Other 2 87 Other Revenues 1,640 3,787 Total Revenues 2,034 6,857 Current Operating Income -5,520 -7,922 Other non-current income and 0 -336 expenses EBIT -5,520 -8,258 Financial income / expense -38 -124 Pre-tax profit -5,558 -8,382 Net profit -5,634 -8,510

 Key condensed balance sheet elements

Year ended December 31 €'000 2012 2013 Non-current assets 6,633 7,690 2,487 2,487 Intangible fixed assets 3,791 4,826 Current assets 13,345 9,249 Inventories and work-in-progress 1,110 1,988 Trade and other receivables 113 575 Tax receivables 1,064 1,310 Cash and cash equivalents 10,210 3,235 Total shareholders’ equity 12,102 3,899 Non-current liabilities 2,285 4,619 Current liabilities 5,591 8,421 Trade and other payables 2,729 5,046 Balance sheet total 19,978 16,939

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Also refer to Sections B.11 and D.1 of this summary.

B.8 Pro forma Not applicable. financial information

B.9 Profit forecasts Not applicable. or estimates

B.1 Reservations Not applicable. 0 concerning the historical financial information

B.1 Net working On the date of approval of this Prospectus, the Company did 1 capital not have sufficient net working capital to cover its obligations and operational cash flow requirements for the next 12 months.

Net cash balance as of December 31, 2013 (i.e. 3,235,000 euros) will enable the Group to continue operating until the end of May 2014, notably after taking into account (i) the 3,000,000 euros received under the shareholder's loan dated February 14, 2014 ("Tranche 1"), (ii) the 380,000 euros of sale- and-leaseback financing received in February 2014, (iii) the 1,273,000 euro research tax credit to be collected at the end of May 2014, and (iv) the non-payment before June 2014 of the CEA invoices not received as of December 31, 2013 for 795,000 euros (including VAT). The amount required for the Company to continue operating for the 12 months following the approval date for this Prospectus is estimated at 6,934,000 euros. More specifically, this amount includes the total amount of commitments which the Company was aware of on the date of approval of this Prospectus, i.e. payment of all the current expenditure relating to the business over the period and the fixed costs inherent in the proposed to be covered by the Company even if the operation does not go ahead, estimated at 685,000 euros, and takes into account the receipts mentioned above. Moreover, this working capital shortfall does not take into consideration the sums provisioned in relation to the CNRS receivable for 795,000 euros (excluding VAT). The Company considers that this amount will not be paid out over the next 12 months, as there have been no replies to the letters sent by the Company to the CNRS. The preparation of the initial public offering and the gross proceeds from the Offer, i.e. 22.0 million euros based on the capital increase being subscribed in full (including issue premium) and a listing price at the middle of the indicative Offer Price range, i.e. 7.50 euros, is the Group's preferred solution for financing the continuation of its activities as required for its development over the 12 months following the approval date of this Prospectus.

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If the transaction is carried out only partially, with 14.85 million euros gross proceeds, equivalent to 75% of the planned capital increase at the bottom of the Offer Price range, i.e. 6.75 euros, with the overall amount of the capital increase net of fees and costs reduced to 13.6 million euros, the Group will be able to cover its cash flow requirements for the next 12 months from the date of the Prospectus.

Section C – Transferable securities

C.1 Type, category The request for admission for trading on the regulated market and Euronext in Paris (Compartment C) concerns the following identification Company securities: number of the (i) All the ordinary shares comprising the share capital, i.e. shares issued 5,181,091 shares with a par value of five euro cents and admitted (€0.05), including the 4,412,091 preference shares that for trading will be automatically converted into ordinary shares on the date the Company's shares are admitted on the Euronext Paris regulated market, subscribed for in full and fully paid-up (hereafter collectively the "Existing Shares"); and (ii) The 2,934,000 new shares to be issued in connection with a cash capital increase based on a public offering in France and a global placement in France and other countries, which may be increased to a maximum of 3,374,100 new shares if the Extension Clause is exercised in full (collectively the "New Shares") and increased to a maximum of 3,880,215 new shares if the Over-allotment Option is exercised in full (the "Additional New Shares") as set out hereafter. The New Shares and the Additional New Shares are referred to collectively as the "Shares Offered". The Shares Offered are ordinary shares in the Company and all of the same category. - Denomination: McPhy Energy - ISIN: FR0011742329; - Ticker: MCPHY; - ICB classification: 0583 Renewable energy equipment; - Listing market: Euronext Paris, Compartment C. Hereafter (the "Transaction")

C.2 Issue currency Euro

C.3 Number of Number of shares issued: 2,934,000 shares, which may be shares issued increased to a maximum of 3,880,215 if the Extension Clause / Share par and Over-allotment Option are exercised in full. Refer to value Section E.3, which summarizes the Offer. Share par value: 0.05 euros.

C.4 Rights Under current French legislation and the Company’s articles of

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associated incorporation, the main rights associated with the new shares with the issued in connection with the capital increase are as follows: transferable - Right to dividends; securities - Voting right; - Preferential subscription right; - Right to share in any surplus in the event of liquidation.

C.5 Restrictions Not applicable. There are no clauses in the articles of concerning the incorporation restricting the free transferability of any shares free comprising the Company's capital. transferability

of the transferable securities

C.6 Existence of a The admission of all the Existing Shares and the Shares Offered request for is being requested on the regulated market Euronext in Paris admission to (Compartment C). trading on a The trading conditions for the Existing Shares and the Shares regulated Offered will be set in a Euronext notice published on March 19, market 2014 according to the indicative schedule. The Existing Shares and the Shares Offered are scheduled to be admitted to the Euronext Paris market on March 19, 2014, with trading to begin on March 25, 2014 according to the indicative schedule.

C.7 Dividend policy The Company has not paid out any dividends during the last three financial years. There are no plans over the short term to introduce a dividend payment policy considering the Company's development stage.

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Section D – Risks

D.1 Principal risks The principal risk factors specific to McPhy and its business specific to the include: issuer or its Risks relating to the different stages of development of business McPhy's products sector McPhy cannot guarantee that the technologies which it is developing, particularly the solid form storage solutions, will have the success anticipated by the Group. The products developed by McPhy are not all at the same stage of maturity. The applications on the Energy market are emerging applications, dependent on public policies The markets for energy storage, particularly those relating to the storage of renewable energies, and the hydrogen production markets which McPhy is positioned on are emerging markets, with production volumes that are still limited to date. In addition, although their prospects for development over the coming years are generally considered to be significant, the estimates concerning the levels which these markets could reach vary significantly and the specific speed of their development is still uncertain. The development of existing solutions or the emergence of new technologies could pose a threat to the Group's solutions Although the Group considers that it has a genuine technological lead over potential competitors, the Group could, on certain markets, and particularly those for energy storage, be exposed to competition from certain competitors which may have greater commercial, financial, technical or human resources than the Group, or competition from certain clients on these markets which could consider insourcing the design or production of the products and elements offered by the Group. The Group could be unable to provide services and installation for its solutions The installation of McPhy's solutions at its clients' sites requires various items of work to be carried out by the Group's teams. If McPhy was unable to recruit sufficiently, McPhy's development could be affected. The Group could be unable to maintain or increase its production capacity If the Group needs to increase its production capacity, it could have to make significant investments that would be likely to involve a high level of financing requirements or subcontracting agreements in order to outsource part of the production. Certain manufacturing processes could cause accidents Certain manufacturing processes could cause accidents or explosions at production or storage sites. If a hydrogen production or energy storage solution malfunctioned, McPhy could be held liable for the resulting bodily, material and

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immaterial damages. The Group could be unable to meet clients' requirements in terms of quality and maintenance services If McPhy was unable to meet clients' requirements in terms of the quality of its products and maintenance services, this could give rise to claims against it, could result in a deterioration in the brand and, more generally, could adversely affect its reputation. The Group is dependent on its managers and other key staff If any of the members of the management team was to leave, this could have a negative impact on the Group's ability to deliver on its ambitions over the medium term. Risks relating to patents The protection offered by patents or other intellectual property rights is uncertain. McPhy could be unable to maintain adequate protection of its intellectual property rights and, as a result, lose its technological and competitive advantage. Regulatory risks and risks relating to authorizations being obtained for a regulated environmental protection facility (installation classée pour la protection de l’environnement, ICPE). The regulations governing hydrogen facilities have been drawn up for hydrogen as a hazardous industrial substance produced, used or stored in large quantities at dedicated sites. McPhy's development, financial position and results could be affected by a favorable or unfavorable change in the regulations. Risks relating to the regulatory environment The current regulatory framework in France requires an authorization to be obtained for all hydrogen production systems as ICPE-category regulated environmental protection facilities. This authorization is restrictive and requires the establishment where the production unit is based to comply with various conditions set in a prefectural decree. The development of the Company's business could require additional authorizations to be granted, depending on the volumes produced, stored or used. If the Company was unable to obtain these authorizations, this would have a significant unfavorable impact on its activities, financial position, results or development. Risks relating to the termination of licensing and collaboration agreements entered into by McPhy If the licensing agreement was terminated, this could have a significant unfavorable impact on the Group's activities, financial position, results or development. Risks relating to McPhy's liability in the event of damages resulting from one of its products Any accident involving McPhy's products could have an impact on the levels of demand for products developed by McPhy.

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McPhy's financial position, results and prospects could be affected by this. Liquidity risks Since it was incorporated, the Company has financed its growth by carrying out successive capital increases, taking out bank loans, obtaining public grants and subsidies for innovation, and the reimbursement of research tax credit receivables. To address the limitations involved with self-financing for its growth, the Group is looking into other sources of financing, particularly further capital increases. The Group could be unable to obtain additional capital when it needs it, or this capital may not be available under acceptable financial conditions for the Group. The Group has carried out a specific review of its liquidity risk and considers that it will be unable to cover its repayments and maturities falling due over the next 12 months. The level of net cash flow at December 31, 2013 (i.e. 3,235,000 euros) will allow the Group to continue operating until the end of May 2014.

D.3 Principal risks The main risks relating to the Offer are as follows: specific to the - The Company's shares have not been listed before and are shares issued subject to market fluctuations; - The Company's share price is likely to be affected by significant volatility; - If the main existing shareholders were to sell a significant number of shares following the holding period which they have committed to, this could have an unfavorable impact on the share price; - If the Guarantee Agreement (as defined hereafter) is not signed or is terminated, this would result in the cancellation of the Offer.  The Company does not intend to adopt a policy for regular dividends;  The Company could be required to call on the market again by issuing new shares in order to finance all or part of potentially additional financing requirements, which would result in a further dilution for the shareholders.  The Offer is not covered by any guarantee of successful completion; it could be cancelled if the levels of subscriptions are not sufficient.  Dilution risk relating to the exercising of dilutive instruments issued to the Group's managers and employees: on the Prospectus date, if all the dilutive instruments were exercised, this would make it possible to subscribe for a total of 1,040,800 new shares, resulting in a dilution by approximately 20% based on the existing

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capital.

Section E – Offer

E.1 Total amount Gross proceeds from the Offer of net Approximately 22.0 million euros(2), which may be increased to proceeds from around 25.3 million euros(1) if the Extension Clause is exercised the issue and in full, around 29.1 million euros(1) if the Extension Clause and estimated total Over-allotment Option are exercised in full, and around 14.85 costs relating million euros(1) if the Offer is subscribed for at a rate of 75% to the issue and priced at the bottom of the indicative Price Range, i.e. 6.75 euros. The Company has already drawn a 3.0 million euros shareholder loan in mid-February 2014, which will converted into new shares in the Offer, by compensation of receivables. Estimated net proceeds from the Offer Approximately 20.2 million euros(1), which may be increased to around 23.3 million euros(1) if the Extension Clause is exercised in full, around 26.8 million euros(1) if the Extension Clause and Over-allotment Option are exercised in full, and around 13.6 million euros(1) if the Offer is subscribed for at a rate of 75% and priced at the bottom of the indicative Price Range, i.e. 6.75 euros.. The issue of New Shares and, if applicable, the Additional New E.2a Reasons for Shares and the admission of the Company's Existing Shares for the Offer and trading on the regulated market Euronext in Paris ("Euronext") planned use of are intended to provide McPhy with additional resources to its proceeds finance McPhy's strategy and more specifically: - For approximately one third, as an approximate guide, to continue with the sales and marketing efforts, including the strengthening of the sales teams with the recruitment of sales managers for the four key regions for the Group's development, i.e. the Americas, Western Europe, Eastern Europe and Russia, and the Middle East / Africa region, in addition to financing the Company's committed fixed costs; - For approximately one third, as an approximate guide, to increase the production capacities with a view to being able to accommodate the strong level of commercial development expected for Germany and Italy; - For approximately one third, as an approximate guide, to improve the competitiveness of the hydrogen storage solutions and ramp up the industrial deployment of the hydrogen storage technology. If the Transaction is limited to 75%, the Company will focus in priority on the first two reasons for raising funds (sales and marketing efforts and production capacities).

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Nature and number of securities whose admission is E.3 Terms and being requested and securities offered: conditions of the Offer The request for admission for trading on Euronext concerns the following Company securities: - The 5,181,091 Existing Shares; - The 2,934,000 New Shares to be issued in connection with a capital increase based on offsetting receivables or in cash through a public offering in France and a global placement in France and other countries; - A maximum of 440,100 Additional New Shares and 506,115 Additional New Shares if the Extension Clause and Over- allotment Option are exercised in full. Extension Clause Depending on the level of demand, the initial amount of the Offer may be increased by 15% and raised to a maximum of approximately 25.3 million euros (including issue premium), corresponding approximately to the issuance of a maximum of 3,374,100 New Shares based on a price of 7.50 euros, equal to the middle of the indicative Offer Price range (the "Extension Clause"). Over-allotment Option An Over-allotment Option will concern a maximum of 15% of the number of New Shares after the Extension Clause has potentially been exercised, taking the Offer up to a maximum of 3,880,215 New Shares (the "Over-allotment Option"). This option will be able to be exercised by BRYAN, GARNIER & CO and PORTZAMPARC SOCIETE DE BOURSE from March 19, 2014 to April 18, 2014. Offer structure The Shares Offered will be distributed with as part of a global offer (the "Offer") comprising: - A public offering in France, based on an open price offer, intended primarily for individual and retail investors (the "Open Price Offer" or "OPO"); - A global placement intended primarily for institutional investors in France and other countries (the “Global Placement”). If permitted by the level of demand expressed in connection with the OPO, the number of shares allocated following orders submitted within this framework will be equal to at least 10% of the total number of Shares Offered before the potential exercise of the Extension Clause and Over-allotment Option. Indicative price range The indicative price range is set between 6.75 and 8.25 euros

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per Share Offered (the "Offer Price"). The Offer Price may be set outside this range. If the upper limit of the range is increased or if the Offer Price is set above the upper limit of the range (initial or, if applicable, amended range), the OPO's closing date will be deferred or a new subscription period for the OPO will be re-opened, as relevant, to ensure that there are at least two trading days between the date when the press release announcing this modification is published and the new closing date for the OPO. Orders submitted in connection with the OPO prior to the publication of the aforementioned press release will be maintained unless they have been expressly withdrawn before the OPO's new closing date (inclusive). The Offer Price may be freely set below the lower limit of the indicative price range or the indicative price range may be amended and lowered (without any significant impacts on the Offer's other characteristics). Methods for setting the Offer Price The Offer Price will be based on a comparison of the shares offered and the requests submitted by investors, in line with the industry-standard “order approach”, in connection with the Global Placement. The Prospectus contains information on the method and the comparable listed companies method. These methods are provided strictly for reference and do not under any circumstances represent any guarantee of the definitive Offer Price.

Dividend entitlement date January 1, 2014

Underwriting On the date when the Offer Price is set (i.e. March 19, 2014 according to the indicative schedule), the Offer will be covered by a agreement (the "Guarantee Agreement") entered into between Bryan, Garnier & Co and Portzamparc Société de Bourse (the "Underwriters"), and the Company. This Underwriting Agreement may be terminated by Bryan, Garnier & Co and Portzamparc Société de Bourse up until and including the settlement-delivery date, under certain circumstances. This Underwriting does not constitute a guarantee of successful completion under the meaning enforced by Article L. 225-145 of the French commercial code (Code de commerce).

Indicative schedule for the transaction: February 28, 2014

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Approval of the prospectus by the French securities regulator (AMF)

March 3, 2014 - Publication of the press release announcing the Offer - Euronext notice concerning the opening of the OPO - Opening of the OPO and Global Placement

March 18, 2014 - Closing of the OPO at 17:00 (Paris time) - Closing of the Global Placement at 17:00 (Paris time)

March 19, 2014 - Centralization of the OPO and Global Placement - Setting of the Offer Price and potential exercising of the Extension Clause - Publication of the press release indicating the Offer Price, the definitive number of New Shares and the Offer's result - Euronext notice concerning the Offer's result - Start of the possible stabilization period

March 24, 2014 Settlement-delivery for the OPO and Global Placement

March 25, 2014 Start of trading in the Company's shares on the Regulated market Euronext in Paris

April 18, 2014 - Deadline for exercising the Overallotment Option - End of the possible stabilization period

Conditions for subscription Any parties wishing to take part in the OPO will need to place their orders with an authorized financial intermediary in France by 17:00 (Paris time) on March 18, 2014 for both over-the- counter subscriptions and internet subscriptions. To be taken into account, orders submitted in connection with the Global Placement will need to be received by one of the Lead Underwriters and Book-runners by 17:00 (Paris time) on

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March 18, 2014.

Listing sponsors

Bryan, Garnier & Co Global Coordinator, Lead Underwriter and Sole Bookrunner 26, avenue des Champs Elysées 75008 Paris, France

Portzamparc Société de Bourse Co- Lead Manager – Member of the placement syndicate 13, rue de la Brasserie 44100 Nantes, France

Subscription commitments received Some of the Company's shareholders have made a commitment to: ‐ Subscribe for this Offer, for up to three million euros (€3,000,000), through compensation of existing shareholder’s loan; ‐ Subscribe in cash to the Offer for up to four million euros (€4,000,000) (the “Second Tranche”), provided that the overall subscription in the Offer, excluding the Second Tranche, comes to at least sixteen million euros (€16,000,000), including the First Tranche of three million euros (€3,000,000) indicated above.

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Stabilization Operations may be carried out from March 19, 2014 to April 18, 2014 (inclusive) with a view to stabilizing or supporting the market price of the Company's shares on the regulated market Euronext in Paris.

E.4 Interests, The Lead Underwriters and/or some of their affiliates have including provided and/or may in the future provide various banking, conflicts of financial, investment, commercial or other services for the interest, that Company, its associates or shareholders or its corporate may officers, in connection with which they have received or may significantly receive payments. influence the The agreements entered into have been set up in connection issue / the with the ordinary course of business and have not resulted in Offer any situation involving a conflict of interests for the Guarantors in connection with the Offer.

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E.5 Name of the Issuing company: issuing McPhy Energy company and lock-in Lock-up agreements and conservation agreements The agreements Company will make a commitment to BRYAN GARNIER & CO and PORTZAMPARC SOCIETE DE BOURSE to refrain from issuing securities with a capital component for 180 days from the settlement-delivery date, it being understood that (i) the shares issued in connection with the Offer, (ii) any operation carried out as part of a share buyback program in accordance with the legal and regulatory provisions and the market rules applicable, (iii) the securities that may be issued, offered or sold to employees or corporate officers of the Company and other companies within its group in connection with future plans authorized on the date of this document or authorized subsequently by the Company's general meeting are excluded from the scope of this commitment to refrain from certain operations. Shareholders' commitment to retain shares Shareholders representing the Company's entire capital (before the exercising of dilutive instruments) have made an irrevocable but non-joint commitment to BRYAN GARNIER & CO and PORTZAMPARC SOCIETE DE BOURSE to retain the McPhy Shares which they hold for (i) 100% of the said shares until the end of a 180-day period following the settlement-delivery date and (ii) 50% of the said shares which they hold until the end of a 360-day period following the settlement-delivery date, it being understood that the following are notably excluded from the scope of these commitments to retain shares: (a) any operation concerning the Company's shares in connection with a public offering concerning the Company's securities, (b) any operation concerning the Company's shares subscribed for in connection with the Offer, or acquired on the market following the initial listing of the Company's shares, and (c) any transfer by an investment fund to another investment fund managed by the same management company or to a third party, provided that the transferee has made an equivalent commitment to the Lead Underwriters.

Commitment by the Company's main executives to retain their shares From the date when the Company's shares are admitted for trading on the Euronext Paris market, Pascal Mauberger, Adamo Screnci, Pierre Maccioni, Roland Kaeppner and Gregory Waggemans, Management Board members, will make a commitment to BRYAN GARNIER & CO and PORTZAMPARC SOCIETE DE BOURSE to retain 100% of the Company's shares which they hold or which they may hold in the future following the exercise of any dilutive instruments awarded to them for a 12-month period commencing from the date when the Company's shares are admitted to the Euronext Paris market. Amount and Impact of the Offer on a shareholder's capital interest E.6

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percentage of (based on the middle of the Offer Price range, i.e. 7.50 dilution euros) resulting

immediately from the Offer Shareholder's interest (% of capital and voting rights)

Undiluted basis (before Diluted basis (after exercising of options, exercising of options, stock warrants and stock warrants and company founder company founder warrants) warrants)

Before the initial public offering 1.000% 0.833%

After the issuing of 2,200,500 Shares Offered, excluding exercising of Extension Clause and 0.702% 0.615% before exercising of Over-allotment Option (in case the Offer is limited to 75%)

After the issuing of 2,934,000 Shares Offered, excluding exercising of Extension Clause and 0.638% 0.566% before exercising of Over-allotment Option

After the issuing of 3,374,100 Shares Offered, including exercising in full of Extension Clause, and 0.606% 0.540% before exercising of Over-allotment Option

After the issuing of 3,880,215 Shares Offered, including exercising 0.572% 0.513% in full of Extension Clause and after exercising of Over-allotment Option

Impact of the Offer on the Company's shareholders' equity at December 31, 2013 (based on the middle of the Offer Price range, i.e. 7.50 euros)

Share of shareholders' equity and other equity (per share in euros)

Undiluted basis (before Diluted basis (after exercising of options, exercising of options, stock warrants and stock warrants and company founder company founder warrants) warrants)

Before the initial public offering 0.753 1.372

After the issuing of 2,200,500 Shares Offered, excluding exercising of Extension Clause and 2.585 2.816 before exercising of Over-allotment Option (in case the Offer is limited to 75%)

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After the issuing of 2,934,000 Shares Offered, excluding exercising of Extension Clause and 2.975 3.144 before exercising of Over-allotment Option

After the issuing of 3,374,100 Shares Offered, including exercising in full of Extension Clause, and 3.177 3.316 before exercising of Over-allotment Option

After the issuing of 3 880 215 Shares Offered, including exercising 3.385 3.495 in full of Extension Clause and after exercising of Over-allotment Option

Costs invoiced E.7 Not applicable. to investors by the issuer

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