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The Bonds may be redeemed prior to maturity at the option of the Issuer and at the option of the bondholders under certain conditions. In particular, the Issuer will have the option to redeem all, but not only some, of the Bonds outstanding at the Accreted Redemption Amount plus accrued but unpaid interest in accordance with the Terms and Conditions (i) at any time on or after 11^th March 2024 until the maturity date (excluded) if the arithmetic average of the product of the Company’ volume weighted average share price on Euronext Paris and the then prevailing exchange ratio per Bond (over a 20-trading day period chosen by the Issuer from among the 40 consecutive trading days ending on (and including) the trading day immediately preceding the day of the publication of the early redemption notice) exceeds EUR 130,000, or (ii) if less than 15% of the aggregate principal amount of the Bonds originally issued (including potential fungible Bonds) remain outstanding.

Upon a Change of Control of the Issuer or the Company, a Free Float Event or a Delisting of the shares of the Company (as these terms are defined in the Terms and Conditions), any bondholder will have the option to require the Issuer to redeem all or some of its Bonds at the Accreted Redemption Amount plus accrued but unpaid interests.

On the Issue Date, the Bonds will be unsecured. The Issuer has undertaken that the bondholders will benefit, within a period not exceeding 60 calendar days from the Issue Date of the Bonds (the “Long Stop Date”), from a pledge on Nacon shares representing at all times 200% of the number of shares underlying the Bonds. If the pledge of the shares is not entered into in this timeframe, any bondholder will have the option to require the Issuer to redeem all or some of its Bonds at the greater of (i) the Accreted Redemption Amount and (ii) the Fair Bond Value of the Bonds (as defined in the Terms and Conditions), in any case with accrued but unpaid interest.

The proceeds from the issue of the Bonds will be used (i) to finance organic growth, and/or (ii) for potential acquisitions and/or (iii) in order to finance the share buyback program of the Issuer.

Bigben currently directly holds 76.67% in Nacon.

To the best of the Issuer’s knowledge, its main shareholders will not participate in the offering of Bonds or in the Concurrent Accelerated Bookbuilding (as defined below).

The Bonds will be offered by way of an accelerated bookbuilding process to institutional investors outside the United States of America in reliance on Regulation S under the U.S. Securities Act of 1933 as amended, as well as outside of Australia, Canada, Japan, South Africa and any other jurisdiction in which offers or sales of the Bonds would be prohibited by applicable law.