Société anonyme (public limited company) with share capital of €2,053,520

Registered office: 7 rue Henri ROCHEFORT

75017 PARIS, France
Registration number: 514 197 995 R.C.S Paris
www.ecoslops.com

SECURITIES NOTE
Made available to the public at the time of:
- the admission to trading on Alternext Euronext Paris of the 2,053,520 existing shares constituting the share
capital of ECOSLOPS, and
- the public placement in an open price offering in France and a global placement primarily with institutional
investors in France and abroad, of a maximum of 756,757 new shares to be issued as part of a share capital
increase in cash with waiver of preferential subscription rights and by means of a public offering which may
be increased to a maximum of 1,000,000 new shares (in the event of the full exercise of the Increase Option
and Overallotment Option) and their admission to trading to the Alternext market of Euronext Paris.

Duration of the offering: 4 February to 16 February 2015

Indicative price range applicable to the open price offering and the global placement:
from €16.65 to €20.35 per share.

The price may be set below €16.65 per share.

Should the upper limit of the indicative price range above be modified or should the offering price be set above
€20.35 per share, orders issued under the open price offering may be revoked during a period of at least two
trading days.

Visa by the Autorité des Marchés Financiers

Pursuant to Articles L. 412-1 and L. 621-8 of the French Monetary and Financial Code and in particular Articles
211-1 to 216-1 of its General Regulations, the Autorité des Marchés Financiers ("AMF" hereafter) has delivered
the visa n°15-040 dated 3 February 2015 to this prospectus. This prospectus has been prepared by the issuer and
is binding on its signatories. Pursuant to the provisions of Article L. 621-8-1-I of the French Monetary and
Financial Code, the visa was granted after verification by the AMF "that the document was complete and
comprehensible, and that the information contained therein was consistent". The visa implies neither approval of
the advisability of the operation nor certification of the financial and accounting details presented therein.

The prospectus ("Prospectus" hereafter) approved by the AMF consists of:

 the ECOSLOPS (the "Company" hereafter) base document registered by the AMF on 5 November 2014 under
number I.14-069 (the "Base Document" hereafter);
 this securities note (the "Securities Note" hereafter); and
 the Prospectus summary (included in the Securities Note).

Copies of the Prospectus are available free of charge from the Company's registered office and from the financial
institution below. The Prospectus may also be consulted on the Company's website (www.ecoslops.com/fr) and
on the AMF website (www.amf-france.org).

Listing Sponsor and Lead Underwriter

Page 1
NOTES

Definitions

Unless otherwise stated, references in this Securities Note to "ECOSLOPS" or the "Company" are references to
ECOSLOPS S.A.

Disclaimer

This prospectus contains forward-looking statements and information on the Company's objectives, which are at
times identified by the use of the future or conditional tenses and forward-looking terms such as "believe",
"consider", "aim to", "expect to", "intend", "should", "wishes" and "might". This information is based on data,
assumptions and estimates that the Company believes to be reasonable. The forward-looking statements and
objectives set out in this Prospectus may be affected by known or unknown risks, uncertainties relating in
particular to the regulatory, economic, financial and competitive environments, and other factors that might
cause the Company's future results, performance and achievements to deviate significantly from the stated or
suggested objectives. Additional details on these risk factors and uncertainties are in particular described in
Chapter 4 of the Base Document. The occurrence of all or any of these risks may have an adverse impact on the
Company's business, situation, financial results and objectives. Furthermore, other risks that have not been
identified to date or that the Company currently judges insignificant may have a similar adverse impact, and
investors may lose some or all of their investment.

This Prospectus also contains information on the Company's markets and competitors, as well as its competitive
positioning. This information is based in particular on research obtained from external sources. However,
information that is publicly available and that the Company considers to be reliable has not been verified by an
independent expert and the Company cannot guarantee that a third party using different methods to collect and
analyse market data and make calculations would obtain the same results.

Amongst other information contained in the Prospectus, investors are advised to consider carefully the risk
factors described in chapter 4 of the Base Document and chapter 2 of this Securities Note before deciding
whether to invest in the Company. The occurrence of all or any of these risks may have a significant adverse
impact on the Company's business, assets, financial position, financial results and outlook of the Company, as
well as on the trading price of Company shares once they have been admitted to trading on the Alternext market
of Euronext Paris.

Page 2
 PROSPECTUS SUMMARY
AMF Visa n°15-040 dated 3 February 2015

The summary comprises of a series of key information, referred to as “Elements”, presented in five sections A to
E and numbered from A.1 to E.7.

This summary contains all the Elements that must be included in the summary of a prospectus concerning this
class of marketable securities and to this type of issuer. Since not all the Elements are required to be disclosed,
the numbering of the Elements in this summary is not continuous.

In some instances, no relevant information may be provided in relation to a given Element that needs to be
included in this summary on account of the class of marketable securities and the type of issuer concerned. In
such a case, a brief description of the Element in question is included in the summary, with the specification
“Not applicable”.

Section A – Introduction and disclaimer

A.1 Disclaimer This summary is to be considered an introduction to the Prospectus.
Any decision to invest in the marketable securities concerned must be based on a
comprehensive review of the Prospectus by the investor.
Should an action concerning the information contained in the Prospectus be brought
before a court, the plaintiff investor may, pursuant to the national legislation of member
states of the European Community or of signatories of the European Economic Area
Agreement, have to bear the cost of having the Prospectus translated before the court
proceedings begin.
The persons submitting the summary, including its translation, shall only be liable if the
contents of the summary are misleading, inaccurate or contradictory in relation to the
other parts of the Prospectus or if it, when read in combination with the other parts of the
Prospectus, does not provide key information to help investors considering an investment
in these marketable securities.
A.2 Issuer’s consent Not applicable.
on the use of
the prospectus

Section B – Information on the issuer

B.1 Corporate - Corporate name: ECOSLOPS S.A. (the “Company”);
name and - Trading name: “ECOSLOPS”.
trading name
B.2 Registered - Registered office: 7 rue Henri ROCHEFORT, 75017 PARIS
office/Legal - Legal form: French société anonyme (public limited company) with a Board of Directors
form/Applicable - Applicable law: French law
law/Country of - Country of origin: France.
origin
B.3 Nature of ECOSLOPS develops processing and recycling units for oil residues from bilge water or
operations and ship engine rooms known as shipping “slops”. By implementing processes and technologies
main activities used in the field of petrochemical refineries, ECOSLOPS is the only operator in the sector
to collect and transform this hydrocarbon waste into marine fuel to supply ship engines.
Ecoslops’ first industrial processing unit, which has an annual production capacity in excess
of 25,000 tonnes of recycled fuel, was built in Sines, Portugal’s leading industrial port,
located 150km south of Lisbon.
Ecoslops offers port infrastructures, waste collectors and ship-owners a solution via
processing units that it constructs and operates. The recycling market for oil waste is
growing, driven by the expansion of the so-called circular economy, the tightening of

Page 3
 international regulations (the Marpol Convention) and the long-term annual growth of
maritime transport, at 3 to 4% per year. Ecoslops is aiming to establish itself as a leading
processor of marine hydrocarbon waste. Several projects to set up new processing units are
under consideration, notably in the Ivory Coast, Singapore and Northern Europe.

B.4a Main recent

trends affecting At the end of 2014, Ecoslops was awarded an environmental licence (19 December 2014)
the issuer and and operating licence (22 December 2014) authorising the recycling site for shipping oil
its operating residues in the port of Sines, Portugal to start operating.
sectors As such, the Sines processing unit has passed various milestones: mechanical completion of
the P2R, mechanical trials and the receipt of the operating licence allowing operations to
begin. Commencing full production at the factory required the completion of two final
steps: placing the entire P2R plant under vacuum (-250 mbar) and heating it to 400°C, both
of which ECOSLOPS has successfully achieved. The unit is currently operating at a lower
level than its design instantaneous capacity so that the settings can be refined, and the
Company expects it to reach its design processing capacity at the end of the first half of
2015 (100 tonnes of slops treated per day). Analyses carried out by the Company show that
the fuels produced meet the criteria of ISO standard 8217. An independent laboratory will
confirm these results over the next few weeks. The Company is registered with customs and
has the necessary authorisations for the commercialisation of marine fuel. ECOSLOPS
should be able to market marine fuel from the end of the first quarter of 2015.

Overall collection of oil waste at the Sines site is still increasing, with more than 5,900 m3
collected in 2014 (up 25% in comparison with 2013). The collection of sludge, the most
hydrocarbon rich oil residue, posted growth of 48% in volume, driven by the significant rise
in the number of vessels entrusting their waste to ECOSLOPS. This trend is set to continue
thanks to the growth dynamic set in motion by the Sines port authorities (increase in
capacities, investments in infrastructures) and by closer relationships with MSC (the world’s
second largest container ship owner) which has a significant hub at the port.

Moreover, in spite of the recent fall in the price of oil, ECOSLOPS continues to boast a
solid development plan and business model. The drop in the oil price has led to a reduction
in the sale price of marine fuel. Until August 2014, the price of a barrel of Brent oil was
above $100. The weighted price per tonne of marine fuel was therefore in excess of $800,
which, given the $/€ parity between 1.35 and 1.38, corresponded to a marine fuel price of
more than €600 per tonne. In January 2015, a tonne of marine fuel cost on average $481
(with a barrel of Brent oil at approximately $51) equating to €411 given the dampening
effect of the exchange rate fluctuation at 1.17.

Taking into account the cost structure of its unit and the resilience of its financial model,
ECOSLOPS considers that its break-even point (EBITDA) is likely to lie at $300 per tonne
of marine fuel (representing a level estimated at less than $35 per barrel of Brent oil).
Conversely, any rise in the price of marine fuel in the future will have a significant leverage
effect on profitability.

B.5 The issuer’s At the date of the prospectus, the Group has the following legal structure:
Group

Page 4
 ECOSLOPS
(ESA)

95 % 100% 100% 60 %

CLEAN WATER
ECOSLOPS ECOSLOPS ECOSLOPS
Lda
Portugal Morocco Ivory Coast
(CWT)
(EPSA)
(Portugal)

The percentages correspond to the voting rights and the shareholding.

The companies CLEAN WATER Lda and ECOSLOPS Ivory Coast are not consolidated.
These are dormant companies, which have no liabilities and which have not received any undertakings from
ECOSLOPS SA.

B.6 Main Shareholding structure

shareholders
The shareholders’ agreement dated 30 March 2011 concluded between the shareholders of
the Company, modified by amendments on 30 March 2011 and 19 April 2014, will become
null and void from the date the Company’s shares are admitted to trading on Alternext Paris,
in accordance with the amendment signed on 26 September 2014. To the Company’s
knowledge, there is no arrangement, agreement or convention between the shareholders.
Voting rights attached to the shares are proportional to the percentage of the capital they
represent. Each share confers the right to one vote.

Shareholders’ structure at the approval date of this Prospectus:

Number of
Number of
Number of shares Number of % share
% share shares from
shares and from shares and capital and
Shareholders capital and exercise of
voting rights exercise of voting rights voting rights,
voting rights share
held founder held, diluted diluted
warrants
warrants

J4A Holdings II SARL (1) 311,920 15.19% 54,880 366,800 15.13%

Michel PINGEOT 223,440 10.88% 14,630 59,140 297,210 12.26%

Other PINGEOT family memb ers 58,520 2.85% 58,520 2.41%

Sub-total PINGEOT family 281,960 13.73% 14,630 59,140 355,730 14.68%

BNP PARIBAS DEVELOPPEMENT 242,410 11.80% 14,630 257,040 10.61%
GEMMES VENTURE 223,440 10.88% 14,630 238,070 9.82%
Vincent FAVIER 137,950 6.72% 137,950 5.69%
Cécile FAVIER 6,100 0.30% 6,100 0.25%
Croissance et Finance 11,000 0.54% 1100 12,100 0.50%
Sub-total FAVIER family 155,050 7.55% 1,100 156,150 6.44%
Jean-Claude COMPANY 114,900 5.60% 114,900 4.74%
Annick COMPANY 2,000 0.10% 2,000 0.08%
Sub-total COMPANY family 116,900 5.69% 116,900 4.82%
Michael PLATT 109,760 5.34% 18,300 128,060 5.28%
Pascal FOULON 65,860 3.21% 12,200 78,060 3.22%
A PLUS FINANCE 115,650 5.63% 5,890 121,540 5.01%
Eugène Michel POUTCHNINE 41,720 2.03% 4,250 45,970 1.90%
Olivier LE BIHAN 20,610 1.00% 42,330 62,940 2.60%
Olivier FORTESA 14,210 0.69% 1,830 16,040 0.66%
Other shareholders (2) 354,030 17.24% 76,210 50,000 480,240 19.82%
Total 2,053,520 100.00% 260,880 109,140 2,423,540 100.00%
(1) Holding company controlled by M Oughourlian in a personal capacity. Mr. Oughourlian is Managing Partner and co-
founder of the hedge fund Amber Capital Investment Management.
(2) 5,000 founder warrants (BSPCEs) conferring entitlement to 50,000 shares were allocated to ECOSLOPS management
during the Board meeting of 15 December 2014 (authorisation approved at the Annual General Meeting of 25 June
2014)

B.7 Selected key French GAAP (€ K)

historical Summary balance sheet

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 financial
€K, French GAAP 31/12/2012 31/12/2013 30/06/2014
information
Assets

Total fixed assets 4,788 10,870 15,282

Total current assets 2,815 1,358 2,111
Total Assets 7,603 12,228 17,393

Equity and liabilities

Equity - Group share 4,398 4,022 4,924

Equity - minority interests 16 (13) (42)
Consolidated equity 4,414 4,009 4,882

Borrowings and other liabilities 3,189 8,219 12,511

Total Equity and Liabilities 7,603 12,228 17,393

Summary income statement

€K, French GAAP 31/12/2012 31/12/2013 30/06/2013 30/06/2014

12 months 12 months 6 months 6 months
Sales of services 277 2,103 1,105 1,302
Revenue 277 2,103 1,105 1,302
Operating revenue 370 2,231 1,183 1,370

Operating loss (1,330) (1,386) (508) (907)

Net financial expense 0 (149) (35) (133)
Net exceptional income 0 22 22 0
Income tax (166) (174) (46) (113)
Net loss (1,164) (1,339) (475) (926)
Group share of net loss (1,132) (1,311) (471) (897)

Summary cash flow statement

€K, French GAAP 31/12/2012 31/12/2013 30/06/2014

12 months 12 months 6 months
Net cash flow from operating activities (2) (1,065) 1,302
Net cash flow from investment activities (2,203) (5,997) (4,348)
Net cash flow from financing activities 4,112 4,984 3,381
Change in cash and cash equivalents 1,907 (2,078) 335

Cash and cash equivalents – opening balance 217 2,125 47

Cash and cash equivalents – closing balance 2,125 47 382

B.8 Pro forma Not applicable

financial
information

B.9 Profit forecast Not applicable

or estimates

B.10 Reservations Historical financial information has been the subject of reports by the Statutory Auditors.
with regard to The report on the financial years ended 31 December 2012 and 31 December 2013 and the
historical report on the limited review of the interim financial statements at 30 June 2014 contain one
financial observation relating to the going concern principle.
information
contained in the
audit report
B.11 Net working At the Prospectus visa date, the Company does not have sufficient net working capital to
capital meet its commitments and operating cash requirements for the next twelve months.

Cash holdings of €1.1 million at end January 2015 will enable the Company to continue
trading until June 2015 after taking account of current operating expenses (salaries and
wages, social contributions and external expenses), development costs and capital

Page 6
 expenditure anticipated at present. In the event commercial paper issued by BNP (€900K)
and CIC (€500K) are not extended in February 2015, Company shareholders are committed
to contribute €1,455K to the Company through exercise of their share warrants (€955K)
and an additional contribution of €500K to the shareholders' current account.

To date, the Company estimates its funding requirements at approximately €4.6 million for
the twelve months from the prospectus visa date. These consist of funding requirements of
€2.2 million to ensure the continuity of the Company and costs of €2.4 million associated
with the Company's development and capital expenditure.

The preparation of its initial public offering is the Company's preferred solution to finance
the continuation of its operations and obtain the funding necessary to its development for
the twelve months from the prospectus visa date.

In the event market conditions render the anticipated IPO impossible, the Company would
adapt its development strategy and would continue to seek industrial partners and investors
as part of a private placement.

Section C – Securities

C.1 Type, class and Admission to trading on the Alternext market of Euronext Paris is requested for the
identification following Company securities:
number of
- all ordinary shares comprising the share capital, namely 2,053,520 shares, all
shares offered
subscribed, fully paid-up and of the same class (the "Existing Shares" hereafter);
and/or issued
- a maximum of 756,757 new shares to be issued as part of a share capital increase in
and admitted
cash with waiver of the shareholders' preferential subscription rights and by means
for trading
of a public offering, which may be increased to a maximum of 870,270 new shares
in the event of the full exercise of the Increase Option (collectively the "New
Shares" hereafter) and increased to a maximum of 1,000,000 new shares in the
event of the full exercise of the Overallotment Option (the "Additional New
Shares" and together with the New Shares, the "Offered Shares" hereafter).

The Offered Shares will be ordinary Company shares, all of the same class.
- ISIN Code: FR0011490648;
- Ticker: ALESA;
- ICB Classification: 0573 Oil Equipment & Services.
- Listing market: Alternext Euronext Paris.

C.2 Issuance Euro

currency:
C.3 Number of - Number of shares issued: 756,757 shares, which may be increased to a maximum of
shares issued / 1,000,000 shares in the event of the full exercise of the Increase Option and
Par value of Overallotment Option.
shares - Par value per share: €1.

C.4 Rights attached Under current French law and the Company's Articles of Association, the main rights
to securities attached to the shares newly issued as part of the share capital increase are the
following:
- dividend entitlement;
- voting rights;
- preferential subscription rights;
- right to share in any surplus in the event of liquidation.

C.5 Restrictions on There is no provision in the Company's Articles of Association restricting the free

Page 7
 the free transferability of shares comprising the Company's share capital.
transferability
of the securities
C.6 Existence of a The admission of the Company’s Existing Shares and Offered Shares is sought on the
request for Alternext market of Euronext Paris, an organised multilateral trading facility (OMTF).
admission to
trading on a The trading conditions of all shares will be set in a Euronext notice to be issued on 17
regulated February 2015 according to the indicative schedule.
market
The initial listing of Company shares should take place on 17 February 2015. Trading is
to commence at the start of the 20 February 2015 trading day.

C.7 Dividend policy No dividend was distributed in the last three financial years.
Given the stage of development of the Company, there are no plans to introduce a
dividend payment policy in the short term.

Section D – Risks

D.1 Main risks - Main risks related to the Company’s activity and its market:
specific to the ◦ Industrial risks, equipment failure or mechanical breakdowns: Any equipment
issuer or its failure or mechanical breakdown of the main assets or problem relating to the ramp
business sector up of units operated by ECOSLOPS may have a negative impact on the Company’s
financial performance and reputation.
◦ In addition, ECOSLOPS’ activities are subject to the risks inherent in the oil and
petrochemicals industry, such as the risk of equipment failure, personal injury, fire
and explosion.
◦ Risks relating to competition and to the industrial ECOSLOPS processing units
becoming obsolete: The Company is in competition with other operators of varying
sizes, whose industrial and commercial experience and financial and human
resources may exceed its own. New operators may choose to make significant
investments in the future. The Company cannot therefore guarantee that an
alternative technology or solution to the “Petroleum Residue Recycling” (P2R)
process that it employs may not appear in the future and restrict its development
capabilities.
◦ Risks related to the construction of new installations: the Company expects to sign
3 new agreements for the creation of new units by the end of 2017. Achieving this
objective presupposes ECOSLOPS’ ability to ensure that the new units are
constructed and start operating. There are three main types of risk involved: (i)
Delay in securing the necessary agreements for the installation of the hydrocarbon
waste processing units; (ii) Delay and non-compliance with terms and conditions by
partners during the construction phase; (iii) Financial risk: business prospection,
file preparation, study, then implementation and construction phases will require
financial resources that ECOSLOPS may be unable to provide, either on its own or
as a joint investor.
◦ Reduction in the amount of hydrocarbon waste generated by ships: the Company
cannot rule out the possibility that the amount of waste produced by ships will not
fall over time, resulting in an increase in the price of marine hydrocarbon waste.
◦ Dependency risk in relation to third parties: ECOSLOPS has complete ownership
of its industrial installations and its expertise. Nevertheless, its processing units use
the P2R (Petroleum Residue Recycling) process. Designed in particular by Michel
Pingeot, this oil residue distillation process has been patented in Europe by the
Heurtey Petrochem Group. If this group is committed to continue providing, until

Page 8
 31 December 2019, the design of the P2R modules in order to equip ECOSLOP’s
next processing units, failure to honour this commitment for any reason whatsoever
would have a negative impact on the Company’s development.
◦ Risks regarding failure to obtain port licences, authorisations or concessions: For
the installation of its processing units, ECOSLOPS is dependent on the decision of
several local and national authorities where it is located. Each country has its own
specific requirements and the control and licensing authorities are not the same
(Ministries, regional authorities, etc.). ECOSLOPS cannot be sure that it will
always be able to obtain or renew the licences or authorisations required for the
creation of new processing units. In addition, obtaining these licences is
traditionally conditional upon studies into the impact on the environment and on the
safety of the installations.

- Other risks:
The Company is also exposed to risks related to (i) Significant reliance on key
individuals, in particular members of management and in the first instance its Chairman
and Chief Executive Officer, and (ii) Management of the Company’s growth (both
internal and international) notably in relation to the internal structure

The Company is also exposed to legal risks related to: (i) The development of
regulations applicable to its oil waste reprocessing activity, and (ii) ECOSLOPS’
general liability being incurred in relation to its activity.

- Financial risks including:

◦ The risk related to the Company’s historical losses is a significant financial risk
given the requirement for the Company to continue its investment efforts for the
purpose of setting up new processing units. It should be noted that as of 30 June
2014, the Company’s cumulative operating losses since its creation total €5,131K
◦ The liquidity and future complementary capital and financing requirements risk:
the available cash flow at the end of January (i.e. €1.1 million) will enable the
Company to continue its operations until June 2015. In order to ensure its funding
beyond that date, the Company has taken the following measures:
(i) Preparation for an IPO of shares in the Company on the Alternext market of
Euronext Paris with a concurrent raising of funds, which is the purpose of this
Prospectus;
(ii) In the event that market conditions are not conducive to the completion of the
envisaged floatation: the Company will adjust its development strategy and
pursue its objective of fundraising on the basis of a private placement.
◦ Fluctuations in the price of oil affect both the sale price of marine fuel and the price
of oil waste supplies (“slops”). The Company has not introduced any specific
procedure to reduce the risk of changes in the price of materials. At the end of 2014
and the beginning of 2015, the fall in the price of oil led to a decrease in the price
of marine fuel which stood at approximately $481 per tonne on average in January
2015: $51). Taking into account the cost structure of its unit and the resilience of its
business model, ECOSLOPS considers that its break-even point is likely to lie at
$300 per tonne of marine fuel (representing a level corresponding to a price of less
than $35 per barrel of Brent oil).
◦ Moreover, the Company faces uncertainty regarding the possible repayment of the
balance of the financial assistance (€2.6 million) granted by IAPMEI (Portuguese
Institute to Support SMEs and Innovation) as part of the construction of the Sines
unit.
◦ Risk of dilution: This concerns the risk of dilution related to the exercise of some or
all of the instruments giving access to the capital already allocated or which may be
allocated in the future. The dilution from existing instruments represents a

Page 9
 maximum dilution of 15.27% on a fully diluted basis of the share capital and the
voting rights (excluding Convertible Bonds which are not intended for conversion).

- Other financial risks: Risks related to the future use of deferred tax losses that may be
carried forward, risks related to the Research Tax Credit, interest rate risk, credit risk
and risk related to cash-flow management and foreign currency notably €/$, risks
related to off-balance-sheet commitments and collateral.

D.3 Main risks The main risks associated with the Offering are as follows:
specific to - The Company’s shares have not previously been traded and are subject to market
shares issued fluctuations;
- The market price of the Company’s shares is liable to be affected by substantial
volatility;
- The Offering will not be the subject of a performance bond within the meaning of
Article L. 225-145 of the French Commercial Code. Insufficient subscriptions (less
than 75% of the proposed capital increase) may result in the Offering being
cancelled;
- The transfer by the existing main shareholders of a large number of shares upon
expiry of the retention period to which they have committed may have an adverse
impact on the market price;
- The Company does not intend to adopt a policy of paying regular dividends;
- Since shares in the Company are not intended to be listed on a regulated market,
investors will not benefit from the guarantees associated with regulated markets;
- The exercise of instruments giving access to the existing capital, as well as any new
allocations or issues will result in a dilution for the shareholders.
- The potential fall in the gross proceeds of the Offering below €14 million will not
jeopardise the Company’s projects, but it will certainly increase the likelihood of
additional fundraising being required.
- Similarly, the Company may not have sufficient financial resources to be able to set
up or construct all the new units that it may sign up to in the future. Although
schemes involving local joint investors and liabilities may be implemented, the
possibility of raising further equity capital in the future, which would lead to an
additional dilution for the shareholders, cannot be ruled out.

Page 10
 Section E – Offering
E.1 Total net Gross Proceeds from the Offering
proceeds from Approximately €14 million (reduced to approximately €10.5 million in the event the
the issue and transaction is limited to 75%), which may be increased to approximately €16.0 million
estimate of total in the event of the full exercise of the Increase Option and approximately €18.5 million
expenses in the event of the full exercise of both the Increase Option and the Overallotment
associated with Option (based on a price at the midpoint of the indicative range of the Offering Price, i.e.
the issue. €18.50). The gross proceeds from the offering would be reduced to approximately €9.5
million in the event the transaction is limited to 75% and based on the lower limit of the
indicative range of the Offering Price. i.e. €16.65.

Net Proceeds from the Offering

The net proceeds from the offering is estimated at approximately €13.1 million (reduced
to €9.8 million in the event the transaction is limited to 75%), which may be increased to
approximately €15.1 million in the event of the full exercise of the Increase Option and
approximately €17.4 million in the event of the full exercise of both the Increase Option
and the Overallotment Option.
On the same basis, the total fees of intermediaries and advisors are estimated at
approximately €0.9 million (without exercising either the Increase Option or the
Overallotment Clause).
The net proceeds from the offering would be reduced to approximately €8.8 million in
the event the transaction is limited to 75% and based on the lower limit of the indicative
range of the Offering Price. i.e. €16.65.

E.2a Reasons for the The issue of new shares and the admission of Company shares to trading on the
Offering and Alternext Paris market are intended to provide the Company with additional resources to
intended use of finance its operations and its development with a view to taking a major position in the
the proceeds marine oil waste market.
thereof
The €14 million proceeds from the Offering (reduced to approximately €11.2 million
after deducting shareholders' current accounts of €2.8 million) would be allocated as
follows:
- €9 million to international development resources (primarily human resources, project
design and engineering and business development costs) and the setting up /
participation in the building of a new processing facility (funding of preliminary studies,
site financing and capital expenditure).
- €2.2 million for reasons associated with insufficient capital requirements and funding
to ensure business continuity over the next twelve months.

In the event of a 75% subscription of the Offering at the lower limit of the price range,
the Company would allocate the funds raised (€9.5 million reduced to €6.7 million after
the impact of current accounts) as follows:
- €4.5 million to international development resources (primarily human resources,
project design and engineering and business development costs) and the setting up /
participation in the building of a new processing facility (funding of preliminary studies,
site financing and capital expenditure).
- €2.2 million for reasons associated with insufficient capital requirements and funding
to ensure business continuity over the next twelve months.
Against this background, any reduction in gross proceeds from the Offering to less than
€14 million would not jeopardise the Company's plans but would result in a lack of
sufficient funding to install and build a unit without securing additional sources of
financing. Such an event would greatly increase the likelihood of supplementary
fundraising.

Page 11
 It should be noted that ECOSLOPS estimates the cost of a "standard" unit to be
approximately €14 million. Nevertheless, it should be noted that the features of future
ECOSLOPS units will be specific to each country and local situation. Accordingly, the
Group will tailor its funding strategy on a case-by-case basis: debt financing, equity
investment by the local subsidiaries of partners (collectors, financial investors, etc.). In
the event of collaboration with local collectors in a number of ports, such as in the
Singapore project, ECOSLOPS may use a partner's local infrastructure and restrict its
investment to certain facilities, such as the P2R unit.
Lastly, it should be noted that the Group may be eligible for financial aid and grants, and
that it will gradually generate revenue from the production of marine fuel at its
processing unit located at Sines, Portugal, from 2015 onwards.

As at the date of this Prospectus, the Company is not committed to any acquisition
project in progress.

E.3 Terms and Nature and number of securities for which admission to trading is sought and the
conditions of the securities offered
Offering
The Company's shares for which admission to trading on the Alternext market of
Euronext Paris is sought are:
- all existing ordinary shares comprising the share capital, i.e. 2,053,520 shares with a
par value of one Euro each, fully subscribed, fully paid-up and all of the same class
(the "Existing Shares" hereafter);
and
- the 756,757 new shares to be issued as part of a share capital increase in cash with
waiver of the shareholders' preferential subscription rights and by means of a public
offering, which may be increased to a maximum of 870,270 new shares in the event
of the full exercise of the Increase Option (collectively the "New Shares" hereafter)
and increased to a maximum of 1,000,000 new shares in the event of the full
exercise of the Overallotment Option (the "Additional New Shares" and together
with the New Shares, the "Offered Shares" hereafter).

Increase Option
Depending on the demand expressed as part of the Offering, the initial number of new
shares may be increased, at the Company's discretion, by 15%, namely a maximum of
113,513 new shares, (the "Increase Option" hereafter).

Overallotment Option
An overallotment option would consist of a maximum of 15% of the number of new
shares in the event the Increase Option is exercised, namely a maximum of 129,370 new
shares (the "Overallotment Option" hereafter").
This Overallotment Option may be exercised by CM-CIC Securities, acting in its own
name and on its own account, until 20 March 2015.

Offering structure
The Offered Shares are intended to be distributed as part of a global offering (the
"Offering" hereafter), comprising:
- a public offering in France in the form of an open price offering, primarily
aimed at individuals (the "Open Price Offering" or "OPO" hereafter);
- a global placement aimed primarily at institutional investors and, within the
European Economic Area, at investors who acquire these shares for a total
amount of at least €50,000 per investor or at least €100,000 if the Member
State has transposed the amending prospectus directive in France and abroad

Page 12
 (with the exception notably of the United States) (the "Global Placement"
hereafter).

Should the demand expressed under the OPO permit it, the number of offered shares
allocated in response to orders issued under the said OPO will be 10% or more of the
total number of offered shares, excluding shares issued in the event the Increase Option
is exercised and before the possible exercise of the Overallotment Option.

Indicative price range

The indicative price range is between €16.65 and €20.35 per Offered Share (the
"Offering Price" hereafter).

The Offering Price may be set outside of this range. In the event that the upper limit of
the range is increased or the Offering Price is set above the upper limit of the (initial or
modified) range, the ОРО closing date will be extended or a new OPO subscription
period will be reopened, as appropriate, so that at least two trading days elapse between
the date on which the press release notifying the modification is issued and the new
closing date of the OPO. Orders issued under the ОРО prior to the publication of the
aforementioned press release will be upheld unless expressly revoked prior to, or on, the
new OPO closing date.

The Offering Price may be freely set below the lower limit of the indicative price range
or the indicative price range may be revised downwards (with no significant impact on
the other features of the Offering).

Methods used to set the Offering Price

The Offering Price will be calculated by comparing the share offering under the Global
Placement and demand from investors, using the technique known as "order
bookbuilding" technique as developed on the basis of professional practice.

Entitlement date
1 January 2015.

Underwriting Agreement
Nil.

Indicative timetable of the transaction

3 February 2015 - AMF visa to the Prospectus
4 February 2015 - Publication of the press release announcing the Offering
- Euronext notice on the opening of the OPO
- Opening of the OPO and the Global Placement
16 February 2015 - Closing of the OPO at 17:00 (Paris time) for subscriptions made in
person and at 20:00 (Paris time) for online subscriptions
- Closing of the Global Placement at 17.00 (Paris time)
17 February 2015 - Board of Directors meeting to set the final Offering Price and the final
number of new Shares issued.
- Setting of the Offering Price and possible exercise of the Increase
Option
- Publication of the press release stating the Offering Price, the final
number of Offered Shares and the results of the Offering
- Euronext notice in relation to the results of the Offering
- Beginning of trading of ECOSLOPS shares

Page 13
 19 February 2015 - Settlement/delivery of the OPO and the Global Placement
20 February 2015 - Beginning of trading of Company shares on the Alternext market of
Euronext Paris
- Beginning of stabilisation period, if any.
20 March 2015 - Expiry date for exercise of the Overallotment Option
- End of the stabilisation period, if any.

Subscription terms and conditions

Those who wish to participate in the OPO must submit their orders to an accredited
financial intermediary in France by 16 February 2015 at 17.00 (Paris time) for
subscriptions made in person and 20.00 (Paris time) for online subscriptions.

To be taken into account, orders submitted under the Global Placement must be received
by the Lead Underwriter and Bookrunner by 16 February 2015 at 17.00 (Paris time) at
the latest.

Financial establishments responsible for the initial public offering

Lead Underwriter and Bookrunner
CM-CIC Securities

Subscription undertakings
Shareholders holding a receivable on the Company through a current account advance
are committed to participating in this Offering by offsetting receivables of €2,802K (out
of total current accounts of €3,502K at the date of this Securities Note).
The unit subscription price of the new shares will be equal to the IPO price set at a later
stage by the Board of Directors of the Company. This price will be calculated by
comparing the share offering under the Global Placement and demand from investors
using the technique known as "order bookbuilding" as developed on the basis of
professional practice.
The number of shares corresponding to the amount of subscriptions will therefore be
known when the price of new shares is finalised.
It should be noted that these offset transactions for the full amount of receivables will be
given priority under the Global Placement.

List of shareholders and amount of current accounts to be capitalised under the Offering

Page 14
 Amount
Current account
in Euros

J4A Holdings II 500,000

Michel Pingeot 500,000
Gemmes Venture 950,000
Mike Platt 180,000
Pascal Foulon 114,000
Eugène-Michel Poutchnine 30,000
Olivier Le Bihan 60,000
Olivier Fortesa 70,000
Croissance et finance (V. Favier) 50,000
Vincent Favier 25,000
Florent Chermat 63,000
APlus mix capital 11 22,900
David Abbou 49,500
Igal Amzallag 44,000
Luke Halestrap 38,000
Jérôme Attali 31,000
Matthieu Scetbun 23,000
Richard Fell 18,000
Nicolas Heurtier 17,500
David Belhassen 12,000
APlus transmission 12 4,600
total 2,802,500

The total amount of subscription undertakings is €2,802K, i.e. 20.0% of the gross
amount of the Offering (excluding the increase option and based on a price at the
midpoint of the indicative range of the Offering Price, i.e. €18.50).

As far as the Company is aware, its other main shareholders and other members of the
Board of Directors do not intend to place a subscription order at the date of this
Prospectus.
As far as the Company is aware, no other person intends to place a subscription order in
excess of 5%.

Stabilisation
Operations aimed at stabilising or supporting the market price of the Company's shares
on Euronext may be carried out until 20 March 2015 (inclusive).

E.4 Interests, The Lead Underwriter and Bookrunner and/or some of their affiliates have provided
including and/or may provide in the future various banking, financial, investment, business and
conflicting other services to the Company, its affiliates or shareholders or corporate officers, in
interests, that connection with which they have received, or may receive, compensation.
may
significantly
influence the
issue/offering
E.5 Name of the - Name of the issuer: ECOSLOPS.
issuer and lock-
up undertakings - Company's abstention and lock-up undertakings:
The Company will subscribe from CM-CIC Securities an abstention undertaking of 180
days from the settlement-delivery date, it being specified that the following shares are
excluded from this abstention undertaking: (i) shares issued as part of the Offering, (ii)
any transaction carried out in the context of a share buyback programme in accordance
with legal and regulatory provisions, as well as with applicable market rules, (iii)

Page 15
 securities that may be issued in exchange for marketable securities issued by the
Company and providing access to its share capital, (iv) securities that may be issued,
offered or transferred to the employees or corporate officers of the Company as part of
future plans, already authorised on this date, or which may be authorised at the
Company's general shareholders' meeting, and (v) the Company's securities issued in the
context of a merger or acquisition of securities or assets of another entity, provided that
the beneficiary of these securities agrees to assume this undertaking for the remaining
term and provided that the total number of securities of the Company issued in this case
does not exceed 5% of the capital.

Lock-up undertaking of the Company's main shareholders, collectively holding 79.7% of

the pre-transaction share capital:

 In relation to the shares and share warrants they hold directly or indirectly, the
shareholders Gemmes Ventures, A Plus Finance, BNP PARIBAS Développement,
J4A Holding II, Vincent FAVIER, Jean-Claude Company, Michael Platt, Pascal
Foulon and Michel Poutchnine have made an undertaking to CM-CIC Securities to
retain 100% of the shares and share warrants they hold until the end of a 180-day
period following the settlement-delivery date. This undertaking also applies to the
shares to which they are entitled to subscribe by virtue of their share warrants. The
following are excluded from the scope of these lock-up undertakings: (a) the exercise
of the share warrants they own, subject to the lock-up undertaking on shares issued
following such exercise, (b) the contribution of the shares or share warrants as part of
a public offering on the Company's securities, (c) the transfer of shares subscribed as
part of the initial public offering, (d) the transfer of shares or share warrants to an
investment fund managed by the same management firm as that of the transferor,
providing said fund has made a similar lock-up undertaking to CM-CIC Securities
for the remainder of the lock-up period, and (e) the contribution of shares or share
warrants to a company of which they more than 50% of the share capital and voting
rights, providing the said company has made a similar lock-up undertaking to CM-
CIC Securities for the remainder of the lock-up period.

 Michel Pingeot, Chairman and Chief Executive Officer, has made a lock-up
undertaking in relation to 100% of his shares, share warrants and founder warrants
(French BSPCEs) until the end of a 360-day period from the settlement-delivery
date. This undertaking also applies to the shares to which he is entitled to subscribe
by virtue of his share warrants. and founder warrants, it being specified that the
following are excluded from the scope of these lock-up undertakings: (a) the exercise
of the share warrants or founder warrants he owns, subject to the lock-up
undertaking on shares issued following such exercise, (b) the contribution of the
shares or share warrants as part of a public offering on the Company's securities, (c)
the transfer of shares subscribed as part of the initial public offering or acquired in
the market after the IPO, and (d) the contribution of shares or share warrants to a
company of which he owns more than 50% of the share capital and voting rights,
providing the said company has made a similar lock-up undertaking to CM-CIC
Securities for the remainder of the lock-up period.

E.6 Amount and

percentage of Impact of the Offering on share capital and voting right ownership
the immediate
dilution
resulting from
the Offering

Page 16
 Post-Offering (1) Post-Offering (2)
Number of % share
Shareholders shares and capital and Number of % share Number of % share
voting rights voting rights
shares and capital and shares and capital and
voting rights voting rights voting rights voting rights
J4A Holdings II SARL 311,920 15.19% 338,947 12.06% 393,827 11.50%
Michel PINGEOT 223,440 10.88% 250,467 8.91% 324,237 9.47%
Other PINGEOT family memb ers 58,520 2.85% 58,520 2.08% 58,520 1.71%
Sub-total PINGEOT family 281,960 13.73% 308,987 10.99% 382,757 11.18%
BNP PARIBAS DEVELOPPEMENT 242,410 11.80% 242,410 8.63% 257,040 7.51%
GEMMES VENTURE 223,440 10.88% 274,791 9.78% 289,421 8.45%
Vincent FAVIER 137,950 6.72% 139,301 4.96% 139,301 4.07%
Cécile FAVIER 6,100 0.30% 6,100 0.22% 6,100 0.18%
Croissance et Finance 11,000 0.54% 13,702 0.49% 14,802 0.43%
Sub-total FAVIER family 155,050 7.55% 159,103 5.66% 160,203 4.68%
Jean-Claude COMPANY 114,900 5.60% 114,900 4.09% 114,900 3.36%
Annick COMPANY 2,000 0.10% 2,000 0.07% 2,000 0.06%
Sub-total COMPANY family 116,900 5.69% 116,900 4.16% 116,900 3.41%
Michael PLATT 109,760 5.34% 119,489 4.25% 137,789 4.02%
Pascal FOULON 65,860 3.21% 72,022 2.56% 84,222 2.46%
A PLUS FINANCE 115,650 5.63% 117,135 4.17% 123,025 3.59%
Eugène Michel POUTCHNINE 41,720 2.03% 43,341 1.54% 47,591 1.39%
Olivier LE BIHAN 20,610 1.00% 23,853 0.85% 66,183 1.93%
Olivier FORTESA 14,210 0.69% 17,993 0.64% 19,823 0.58%
Other shareholders 354,030 17.24% 370,025 13.17% 496,235 14.49%

Free float 605,281 21.54% 848,524 24.78%

Total 2,053,520 100.00% 2,810,277 100.00% 3,423,540 100.00%

(1) excl. exercise of the increase option and overallotment option

(2) incl. full exercise of the increase option, the overallotment option
and all outstanding dilution instruments (excl. convertible bonds)
It should be noted that share capital ownership after the impact of the Offering takes
account of the offset of receivables transactions (current account), which will be
processed as a priority under the Global Placement as part of the transaction.

Impact of the Offering on the Company's equity (based on the midpoint of the
indicative price range, i.e. €18.50)

Impact of the Offering on the Company's equity (based on the midpoint of the
indicative price range)

Shareholders equity, in Euros

undiluted diluted (1)
Pre-Offering 2.38 3.16
Post offering and pre-exercise of the
increase option and overallotment 6.41 6.53
option
Post-offering, post-exercise of the
increase option and pre-exercise of the 6.84 6.91
overallotment option
Post offering and post-exercise of the
increase option and overallotment 7.30 7.32
option
In the event the issue is limited to 75%
5.61 5.84
of the Offering

(1) assuming the exercise of all outstanding dilutive instruments to date, which may lead to issue of a
maximum number of 370,020 new shares (excluding the Convertible Bonds that are not intended to be
converted).

Impact of the Offering on the share capital ownership of a shareholder

Page 17
 Shareholder's equity stake in %
undiluted diluted (1)
Pre-Offering 1.00% 0.85%
Post offering and pre-exercise of the
increase option and overallotment 0.73% 0.65%
option
Post-offering, post-exercise of the
increase option and pre-exercise of the 0.70% 0.62%
overallotment option
Post offering and post-exercise of the
increase option and overallotment 0.67% 0.60%
option
In the event the issue is limited to 75%
0.78% 0.69%
of the Offering

(1) assuming the exercise of all outstanding dilutive instruments to date, which may lead to issue of a
maximum number of 370,020 new shares (excluding the Convertible Bonds that are not intended to be
converted).

E.7 Expenses Not applicable

invoiced to the
investor by the
issuer

Page 18