Not for release, publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Japan\u00a0or South Africa.<\/u><\/i><\/b><\/p>\n
Paris, 12th<\/sup> August 2026, 07:00 p.m.<\/p>\n PRESS RELEASE<\/b><\/p>\n Eramet confirms its 2026 capital increase project, backed by the support of its reference shareholders and by a strategic investment by the French State<\/b><\/p>\n Christel Bories, <\/b>Chair and Chief Executive Officer of Eramet:<\/i><\/p>\n \u201cThis transaction, which is essential to secure the Group\u2019s financial sustainability, marks a major milestone for Eramet. It will enable us to execute in 2026 the capital increase announced in February as part of our funding plan.<\/p>\n On behalf of the Board of Directors, I welcome the agreement reached by our two reference shareholders in the Group\u2019s best interests, as well as the French State\u2019s strategic decision to increase its equity stake in Eramet.<\/p>\n We are taking a decisive step towards strengthening our future, pursuing our strategic roadmap and actively contributing to securing supplies of critical metals.\u201d \u00a0\u00a0\u00a0 <\/p>\n Roland Lescure,<\/b> Minister for the Economy, Finance and Industrial, Energy and Digital Sovereignty:<\/i><\/p>\n \u201cThis agreement demonstrates the Government\u2019s commitment to strengthening France\u2019s strategic autonomy in the field of critical minerals and metals. Against a backdrop of intensifying international competition and the need to secure supplies of critical metals, we are making an ambitious commitment by becoming the Company\u2019s largest shareholder.\u201d <\/p>\n J\u00e9r\u00f4me Duval,<\/b> representative of Sorame-CEIR:<\/i><\/p>\n \u201cAs an Eramet shareholder since 1999, Sorame-CEIR is today renewing its commitment alongside the French State at a decisive moment.<\/p>\n By supporting this capital increase, we are opening, together with the French State, a new chapter in the Group\u2019s history, focused on critical metals. This renewed partnership will give Eramet the means to establish itself as a key player in French and European sovereignty. Against a complex geopolitical backdrop, the French State\u2019s commitment will be more valuable than ever in supporting the Group\u2019s development. We are pursuing this shared ambition for Eramet, its employees and all its shareholders.\u201d <\/p>\n ***<\/p>\n An analyst and investor call will be held on Monday, 12 October 2026 at 7:00 p.m. (Paris time). The call will be webcast and conducted in English, hosted by Christel Bories, Chair and CEO, and Simon Henochsberg, CFO. The webcast will be available on the Investors page of the Eramet website, at <\/i>www.eramet.com<\/i><\/a>, where a replay will also be posted following the event.<\/i><\/p>\n ***<\/p>\n At its meeting on 12 October 2026, the Board of Directors of Eramet approved the structuring of the two reference shareholders\u2019 subscription, which will be formalized in the coming days ahead of the planned launch of the capital increase in Q4 2026.<\/p>\n Following the announcement of the capital increase in February 2026, several investors expressed an interest in participating in the transaction. The Board of Directors assessed the various options in light of the Company\u2019s corporate interest and unanimously4<\/sup> selected the solution arising from the agreement between the reference shareholders. Beyond securing the execution of the transaction and covering the Group\u2019s immediate financing needs, this solution is aligned with France\u2019s and Europe\u2019s strategy to secure supplies of critical metals, while preserving Eramet\u2019s ability to enter into other partnerships at a later date.<\/p>\n Thanks to the agreement reached between the reference shareholders, the French State, through APE5<\/sup>, will participate in the capital increase in two ways:<\/p>\n Should the APE not purchase all of Sorame-CEIR\u2019s PSRs for the reason described above:<\/p>\n Exercise of the options would also be subject to obtaining the required regulatory approvals from the competent authorities.<\/p>\n As part of this agreement and the resulting changes in Eramet\u2019s shareholder base, Sorame-CEIR has agreed to convert its shares into bearer form upon completion of the transaction and to undertake to hold (or use) no more than 30% of the Company\u2019s effective1<\/sup> voting rights as from the date on which the above regulatory approvals are obtained or, as the case may be, the exercise of one of the aforementioned options.<\/p>\n The APE would thus become the Group\u2019s largest shareholder and Sorame-CEIR its second-largest shareholder. They would also enter into a new shareholders\u2019 agreement. <\/p>\n In connection with the transaction, Eramet also undertakes not to resume dividend distributions until its adjusted leverage8<\/sup> falls back below 1.0x.<\/p>\n Given the proposed structure of the transaction, the French State will seek a waiver from the French Financial Markets Authority (Autorit\u00e9 des March\u00e9s Financiers, \u201cAMF\u201d) regarding the obligation to launch a mandatory public offer resulting from individual threshold crossings triggered by its subscription to the capital increase, as well as from the potential exercise of the call and put options and the change in the shareholders\u2019 concert arrangement. Obtention of such a final, non-appealable waiver, will be a condition precedent to the subscription commitments that will underpin completion of the capital increase.<\/p>\n This investment by the APE builds on the reference shareholders\u2019 continued support for the Group\u2019s strategy and underscores the French State\u2019s commitment to Eramet as a key company contributing to sovereignty and securing access to critical metals.<\/p>\n The Group had stated that the capital increase, announced in February 2026 as part of its funding plan, was essential to restore its financial position and avoid any risk of breaching its bank covenants. As disclosed in its full-year results announcement, 2025 was a difficult year for Eramet, marked by significant losses, an increase in net debt, adjusted leverage of 5.5x and gearing9<\/sup> of 125%, resulting in breaches of the Group\u2019s bank covenants. While operating performance improved in H1 2026, the Group also reiterated in its half-year communication the need to continue restoring its financial position in a sector highly exposed to metal price volatility.<\/p>\n The Company therefore intends to complete the transaction in Q4 2026. Failure to complete it by mid-2027 would be detrimental to the Company\u2019s financial position (in particular its ability to comply with its bank covenants as of mid-2027), and would significantly complicate the necessary refinancing of debt maturing in the short term. <\/p>\n Thus, at a time when the Company\u2019s financial sustainability had been called into question, this capital increase will enable Eramet to strengthen its balance sheet and continue implementing the other pillars of this plan, namely performance improvement and asset monetization, under the best possible conditions. The plan is intended to enable the Group to return to growth in the medium-term.<\/p>\n Eramet will begin preparatory work for the capital increase in the coming days. To this end, the Group will gather a banking syndicate to assist with the preparation of the transaction documentation and ensure the proper execution of the transaction.<\/p>\n The transaction is expected to be executed following the publication of Q3 turnover and before year-end, subject to market conditions and the APE obtaining from the AMF a waiver from its obligation to file a mandatory public offer, with such waiver being final and no longer subject to appeal.<\/p>\n Important information<\/u><\/i><\/b><\/p>\n No communication and no information in respect of the transaction referenced in this document may be distributed to the public in any jurisdiction where a registration or approval is required. No steps have been or will be taken in any jurisdiction (other than France) where such steps would be required. The issue, the subscription for or the purchase of securities of Eramet S.A. (\u201c<\/i>Eramet<\/i><\/b>\u201d or the \u201c<\/i>Company<\/i><\/b>\u201d) may be subject to specific legal or regulatory restrictions in certain jurisdictions. Eramet assumes no responsibility for any violation of any such restrictions by any person.<\/i><\/p>\n This document is not and should not be construed as a \u201cprospectus\u201d within the meaning of Regulation (EU) 2017\/1129 of the European Parliament and of the Council of 14 June 2017, as amended (the \u201c<\/i>EU Prospectus Regulation<\/i><\/b>\u201d) or within the meaning of the Public Offers and Admissions to Trading Regulations 2024 (the \u201c<\/i>POATR<\/i><\/b>\u201d).<\/i><\/p>\n In accordance with the EU Prospectus Regulation, the Company will make available a French voluntary prospectus relating to the share capital increase with preferential subscription rights (the \u201c<\/i>Rights Issue<\/i><\/b>\u201d) prepared in accordance with the EU Prospectus Regulation that will be submitted for the approval of the French financial markets authority (Autorit\u00e9 des march\u00e9s financiers) in connection with the public offering in France (including New Caledonia (la Nouvelle-Cal\u00e9donie)) and the admission on Euronext Paris of the new shares issued in the Rights Issue. <\/i><\/p>\n With respect to the member states of the European Economic Area other than France (the \u201c<\/i>Member States<\/i><\/b>\u201d), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring the publication of a prospectus in any Member States. As a result, any securities of Eramet may only be offered in Member States (i) to \u201cqualified investors\u201d, as defined by the EU Prospectus Regulation; (ii) to fewer than 150 natural or legal persons per Member State, other than \u201cqualified investors\u201d (as defined in the EU Prospectus Regulation); or (iii) in any other circumstances, not requiring Eramet to publish a prospectus as provided under Article 1(4) of the EU Prospectus Regulation; and provided that none of the offers mentioned in paragraphs (i) to (iii) above requires the publication of a prospectus by Eramet pursuant to Article 3 of the EU Prospectus Regulation, a supplement to the EU Prospectus Regulation pursuant to Article 23 of the EU Prospectus Regulation, or the publication of an Annex IX document pursuant to Article 1(4) of the EU Prospectus Regulation.<\/i><\/p>\n With respect to the United Kingdom, no action has been undertaken or will be undertaken to make an offer to the public of securities requiring the publication of a prospectus in the United Kingdom. As a result, any securities of Eramet may only be offered in the United Kingdom (i) to \u201cqualified investors\u201d, as defined under paragraph 15 of Schedule 1 to the POATR; (ii) to fewer than 150 natural or legal persons, other than \u201cqualified investors\u201d (as defined under paragraph 15 of Schedule 1 to the POATR); or (iii) in any other circumstances falling within Part 1 of Schedule 1 to the POATR.<\/i><\/p>\n This document and any other materials in relation to the securities of Eramet have not been made, and have not been approved, by an \u201cauthorised person\u201d within the meaning of Section 21(1) of the Financial Services and Markets Act 2000 (as amended, the \u201c<\/i>FSMA<\/i><\/b>\u201d). As a consequence, this document is directed only at persons who (A) are located outside the United Kingdom or (B) are \u201cqualified investors\u201d within the meaning of paragraph 15 of Schedule 1 to the POATR (i) who are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the \u201c<\/i>Order<\/i><\/b>\u201d), (ii) who fall within Article 49(2)(a) to (d) of the Order, or (iii) to whom it may be lawfully communicated (all such persons collectively being referred to as \u201c<\/i>Relevant Persons<\/i><\/b>\u201d). Any securities are intended only for Relevant Persons and no invitation, offer or agreements to subscribe, purchase or acquire the securities may be proposed or made other than with Relevant Persons. Any person other than a Relevant Person may not act or rely on this document or any provision thereof. This document is not a prospectus which has been approved by the Financial Conduct Authority or any other United Kingdom regulatory authority within the meaning of Section 85 of the FSMA.<\/i><\/p>\n This document does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States of America, its territories and possessions, any State of the United States of America and the District of Columbia (the \u201c<\/i>United States<\/i><\/b>\u201d). Securities may not be offered, subscribed or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the \u201c<\/i>U.S. Securities Act<\/i><\/b>\u201d), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements thereof. The securities of Eramet have not been and will not be registered under the U.S. Securities Act. Eramet does not intend to register any portion of the offering of its securities in the United States or to conduct a public offering of its securities in the United States.<\/i><\/p>\n The distribution of this document in certain countries may constitute a breach of applicable law. The information contained in this document does not constitute an offer of securities for sale in the United States, Canada, Australia, Japan or South Africa.<\/i><\/p>\n This document may not be published, forwarded or distributed, directly or indirectly, in or into the United States, Canada, Australia, Japan or South Africa.<\/i><\/p>\n Calendar<\/b><\/p>\n 12.10.2026: Analyst and investor call (7:00 pm, Paris time)<\/p>\n 29.10.2026: Publication of 2026 Group third-quarter turnover<\/p>\n ABOUT ERAMET <\/b><\/p>\n Eramet transforms the Earth\u2019s mineral resources to provide sustainable and responsible solutions to the growth of the industry and to the challenges of the energy transition. <\/p>\n Its employees are committed to this through their civic and contributory approach in all the countries where the mining and metallurgical group is present.<\/p>\n Manganese, nickel, mineral sands and lithium: Eramet recovers and develops metals that are essential to the construction of a more sustainable world. <\/p>\n As a privileged partner of its industrial clients, the Group contributes to making robust and resistant infrastructures and constructions, more efficient means of mobility, safer health tools and more efficient telecommunications devices.<\/p>\n Fully committed to the era of metals, Eramet\u2019s ambition is to become a reference for the responsible transformation of the Earth\u2019s mineral resources for living well together.<\/p>\n www.<\/u>eramet<\/u><\/a>.com<\/u><\/p>\n\n
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