MedinCell S A : > URD 2022-2023

UNIVERSAL REGISTRATION DOCUMENT

2022 / 2023

A limited company with an Executive Board and Supervisory Board

having authorized capital of €287,180.45

Registered office: 3, rue des Frères Lumière - 34380 JACOU

444 606 750 RCS MONTPELLIER

The Universal Registration Document was filed on July 28, 2023 with the AMF (Financial Markets Authority), in its capacity as competent authority in respect of the regulation (EU) 2017/1129, without prior approval in accordance with article 9 of the said regulation.

The Universal Registration Document may be used for the purposes of making an offer of financial securities to the public or admitting financial securities to trading on a regulated market if it is accompanied by an issue note(1) and, where appropriate, a summary of and any amendments made to the Universal Registration Document. The package formed as a result is approved by the AMF in accordance with regulation (EU) 2017/1129.

(1) Or note relating to the financial securities.

In accordance with article 19 of the Regulation (EU) 2017/1129 of 14 June 2017, the following information is included for reference purposes in this Universal Registration Document:

• The Universal Registration Document registered by the AMF on July 27, 2021 under No. R.21-040 is available on the Company's website https://www.medincell.com/wp-content/uploads/2021/10/2021-DEU-MedinCell.pdf. This document includes, in particular, the annual accounts of MedinCell S.A. and the consolidated accounts for the financial year ended March 31, 2021 as well as the audit reports from the corresponding auditors.
• The Universal Registration Document filed at the AMF on July 28, 2022 UNDER No. D22-0662 is available on the Company's website https://www.medincell.com/wp-content/uploads/2022/07/DEU-MedinCell-31032022.pdf. This document includes, in particular, the annual accounts of MedinCell S.A. and the consolidated accounts for the financial year ended March 31, 2022 as well as the audit reports from the corresponding auditors.

Copies of this document are available free of charge at the Company's head office and in electronic form on the AMF website (www.amf- france.org) and on the Company's website (www.medincell.com).

This is a translation into English of the universal registration document of the Company issued in French and it is available on the website of MedinCell.

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GENERAL REMARKS

This Universal Registration Document (hereinafter referred to as the "Document") has been drawn up in accordance with appendices I and II of the Regulation (EU) 2017/1129 of June 14, 2017.

Definitions

In this Document, unless otherwise indicated, the term:

• "Company" or "MedinCell" mean the company MedinCell S.A., the head office of which is located at 3, rue des Frères Lumière - 34380 Jacou, France.
• "Group" means the Company and its subsidiary as described in Chapter 1.3.5 "Legal structure of the Group".

Warning

This Universal Registration Document contains information about the Company's business as well as the market in which it operates. This information comes from studies carried out either by internal or external sources (e.g., industry publications, specialised studies, information published by market research companies, analyst reports). The Company considers that this information provides, as of the date of this Registration Document, a fair view of its principal market and its competitive position in this market. However, this information has not been verified by an independent expert and the Company cannot guarantee that a third party using different methods to collect, analyse or calculate market data would obtain the same results.

Forward-looking information

This Universal Registration Document also includes information on the Company's objectives and development areas. This information is sometimes given using the future tense, the conditional tense and forward-looking terminology such as "estimate", "consider", "aim", "expect", "intend", "should", "wish" and "may" or any other variation or similar terminology. Readers are reminded that these objectives and development areas are not historical data and must not be interpreted as a guarantee that the facts and data stated will materialise, that the assumptions will be verified or that the objectives will be achieved. These are objectives which by their nature may not be achieved and the information provided in this Universal Registration Document may prove to be erroneous without the Company being required in any way whatsoever to update it, subject to applicable regulations, in particular the AMF (Financial Markets Authority) General Regulation and European Regulation No. 596/2014 of the European Parliament and of the Council of April 16, 2014 on market abuse (Market Abuse Regulation).

Risk factors

Investors are asked to make sure they familiarise themselves with the risk factors described in Chapter 2 "Risk Factors" of this Document before making an investment decision. The occurrence of some or all of these risks could have a material adverse effect on the Company, its business, prospects, ability to achieve its objectives, financial position and/or its development. In addition, other risks or uncertainties not known to or considered immaterial by the Company, as of the date of this Document, could have the same adverse effect meaning that investors could lose all or part of their investment.

Units and rounding

Unless otherwise indicated, the figures shown in this Document are in millions of euros. Certain figures (including financial data) and percentages shown in this Universal Registration Document have been rounded up. Where appropriate, the totals which are shown in it may differ slightly from those that would have been obtained by adding the exact (unrounded) values of these figures.

Websites and hyperlinks

References to any website and the contents of any hypertext links in this Document do not form part of this Document.

SteadyTeq™ and UZEDY™ are registered trademarks of Teva Pharmaceuticals.

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MEDINCELL - DOCUMENT D'ENREGISTREMENT UNIVERSEL 2022/2023

TABLE OF CONTENT

1. BUSINESS AT A GLANCE	7
1.1. Principal business activities	9
1.2. Dependence on intellectual property or industrial, commercial or financial contracts	21
1.3. Legal presentation of the Company	25

2. RISK FACTORS	27
2.1. Risks relating to the business of the company	31
2.2. Risks relating to the organization and operation of the Company	34
2.3. Financial risks	36
2.4. Risks relating to intellectual property rights	42
2.5. Legal and regulatory risks	43
2.6. International and global risks	45

3. FINANCIAL INFORMATION OF THE COMPANY	49
3.1. Group's activityé	51
3.2. Consolidated cash flows and financing	57
3.3. Consolidated financial statements for the fiscal year ended march 31, 2023	64
3.4. Statutory financial statements for the year ended March 31, 2023	126
3.5. Auditors' report	152
3.6. Information on due dates for Company payables and receivables	166
3.7. Results of the last 5 financial years	168
3.8. Date of latest financial information	168
3.9. Dividend distribution policy	168
3.10. Legal and arbritation proceedings	168
3.11. Significant change in the issuer's financial or trading position	169
3.12. Other information	169
4. SOCIAL AND ENVIRONMENTAL INFORMATION RELATING TO THE COMPANY
AND ITS ACTIVITY	170
4.1. MedinCell a social impact company	179
4.2. Products with impact	190

MEDINCELL - DOCUMENT D'ENREGISTREMENT UNIVERSEL 2022/2023

4.3. Governance	200
4.4. Social	218
4.5. Environment	237
4.6. Concordance table	254
4.7. Methodological appendix of main indicators	272
5. CORPORATE GOVERNANCE AND LEGAL INFORMATION	279
5.1. General information relating to the members of the management and the supervisory board	281
5.2. Salaries paid and benefits awarded to the directors and corporate officers of the company	286
5.3. Agreements governed by articles L. 225-86 of the French Commercial Code	301
5.4. Operation of the governing and management bodies	304
5.5. Assessment procedures for ordinary agreements entered into under normal conditions	308
5.6. Internal control and risk management procedures relating to the preparation and processing of
accounting and financial information	309
5.7. Statement on corporate governance	312
5.8. Potential effects on corporate governance	314
6. EMPLOYEES	316
6.1. Number of employees and breakdown by function	317
6.2 Holdings and subscription options held by members of the Executive Board and the Supervisory
Board	317
6.3. Employee holdings in the Company's capital	318
7. INFORMATION CONCERNING THE COMPANY AND ITS CAPITAL	319
7.1. Description of the main provisions in the company articles	321
7.2. Authorized capital	321
8. MAJOR CONTRACTS	343
8.1. Collaboration and licensing agreements	345
8.2. Collaboration and funding agreements	346
8.3. Joint venture and collaboration agreements entered into with Corbion	347
8.4. Funding agreements	349
9. TEXTS OF THE RESOLUTIONS SUBMITTED FOR APPROVAL TO THE GENERAL MEETING OF
SEPTEMBER 12, 2023	352