2MX Organic S A : ANNUAL FINANCIAL REPORT

ANNUAL FINANCIAL REPORT

Financial year ended September

30, 2021

We present to you the annual financial report relating to the financial year ended September 30, 2021, which was prepared in accordance with the provisions of article L. 451-1-2 III of the French Monetary and Financial Code and articles 222-4et seq. of the General Regulations of the French Financial Markets Authority (AMF).

This report will be distributed in accordance with the provisions of article 221-3 of the AMF's General Regulations. It will be available on our company's website www.2mxorganic.com

Table of Contents

Certification of the person responsible	3
Management report	4
Report on Corporate Governance	13
Financial statements for the year ended September 30, 2021	37
Statutory Auditors' report on the financial statements for the year ended September 30, 2021	74

Certification of the person responsible for the annual financial report

"I certify that, to my knowledge, the financial statements have been prepared in accordance with applicable accounting standards and give a true view of the assets, liabilities, financial situation and results of the company and of all the companies included within the scope of consolidation, and that the management report on page 4 presents a true view of the evolution of the business, results and financial situation of the company and of all the companies included within the scope of consolidation, and describes the principal risks and uncertainties facing them."

In Paris, January 28, 2022

Moez-Alexandre Zouari

Chief Executive Officer

Management report

Financial year ended September 30, 2021

We present to you our report on the activity and results of 2MX Organic, a limited company (société anonyme) with a board of directors and a share capital of 374,999.97 euros, whose registered office is located at 65, rue d'Anjou, 75008 Paris, and which is registered with the Paris Trade and Companies Registry under number 889 017 018 ("2MX Organic" or the "Company"), for the financial year ended September 30, 2021, which is the Company's second financial year and its first financial year that has lasted 12 months.

At the meeting called to approve the financial statements for the financial year ended September 30, 2021, you will also hear the reports of the Company's statutory auditors, Grant Thornton and Mazars.

The notices of meeting prescribed by law in view of the Company's annual general meeting will be published in the Bulletin des Annonces Légales Obligatoires (BALO) within the legally imposed time periods. The notice of meeting relating to the ordinary general meeting of the Company's shareholders will also be published in a legal announcements newspaper of the place where the Company's registered office is located.

The annual financial statements, the reports and all documents relating to the annual ordinary general meeting of the Company's shareholders will be (i) posted on the Company's website by the twenty-first day preceding the date of the meeting, at the latest, and (ii) made available to you at the Company's registered office at least fifteen days before the date of the meeting.

The income statement, balance sheet and notes to the financial statements that we are submitting to your approval have been prepared in accordance with presentation rules and valuation methods that are consistent with applicable regulations.

1. 2MX Organic's activity

1.1. Preparations for the placement and the admission to trading of preference shares and warrants on the professional segment of the regulated market of Euronext Paris

2MX Organic (the "Company") was formed on September 17, 2020 as a limited company (société anonyme) with a board of directors by its three founding shareholders: Mr. Moez-Alexandre Zouari1, Mr. Xaxier Niel2 and Mr. Matthieu Pigasse3.

The Company was formed with the objective of carrying out, within a period of 24 months from the admission to trading of its B Shares (as defined below), acquisition(s), contribution(s), merger(s), equity investment(s) or any other transaction with an equivalent or similar effect involving the Company and one or more other companies or other legal entities covering financial securities (titres financiers) (including equity securities) or assets in the field of the distribution in Europe of consumer goods that meet sustainability criteria (the "Business Combination" or the "Initial Acquisition").

To this end, and in order to raise the funds necessary to complete a Business Combination, at the end of 2020, the Company carried out preparatory work in view of:

1. Acting through Imanes, a limited liability company (société à responsabilité limitée), 51.59% of the shares of which are held by Mr. Moez-Alexandre Zouari. The remaining share capital is held by his wife and their children.
2. Acting through NJJ Capital, a simplified joint stock company (société par actions simplifiée) whose capital is, indirectly, fully owned by Xavier Niel.
3. Acting through Combat Holding, a simplified joint stock company (société par actions simplifiée) whose capital is fully owned by Matthieu Pigasse.

• the completion of a private placement of financial securities to be issued by the Company, in France and outside France, to certain qualified investors meeting the definition of 'qualified investors' set out in paragraph 1 of article L. 411-2-1 of the French Monetary and Financial Code (the "Qualified Investors"); and
• the admission of such financial instruments to trading on the professional segment of the regulated market of Euronext Paris.

In this context, the Company's Combined General Shareholders' Meeting was convened on November 16, 2020 (the "Combined General Meeting") to adopt several resolutions relating to the Company's governance structure, modifying the Company's bylaws to meet the rules imposed by as a result of having its financial securities admitted to trading on a regulated market, and the implementation of several capital increases.

In particular, the Combined General Meeting resolved and delegated the authority to the Board of Directors to:

• issue preference shares stipulated to be redeemable (the "B Shares" or "Market Shares"), each along with a redeemable warrant to purchase ordinary shares of the Company (a "Market Warrant" and, collectively with each B Share, "Units") to be issued to Qualified Investors; and
• the creation of (i) ordinary shares, each along with a redeemable warrant to subscribe for ordinary shares of the Company (a "Founder Warrant" and, collectively with the each ordinary share, a "Founder Unit") for the benefit of the Company's founding shareholders of acting through their respective affiliated entities, and (ii) preference shares (the "A Shares" or "Founder Shares") by way of the conversion of all of the ordinary shares held by the Company's founding shareholders as a result of the issuance of the Founder Units.

Following the Combined General Meeting, the Company published a prospectus in the form of a single document approved by the French Financial Markets Authority (Autorité des marchés financiers) dated November 27, 2020 under number 20-583 (the "Prospectus") for the purposes of the admission to trading on the professional segment of the regulated market of Euronext Paris of:

• the B Shares,
• the Market Warrants, and
• the ordinary shares of the Company liable to result from (i) the automatic conversion of the A Shares and the B Shares in the event a Business Combination is completed, and (ii) the exercise of the Founder Warrants and the Market Warrants, it being noted that the Founder Warrants and Market Warrants will become exercisable for a period of five years as from the date a Business Combination is completed.