Hoffmann Green Announces the Completion of an Issuance of Bonds Convertible Into New Shares and/or Exchangeable for Existing Shares for a Nominal Amount of Circa EUR 5 Million Subscribed by Eiffel Investment Group - Seite 2

The Convertible Bonds shall bear interest from 20 February 2024 (included) at an annual rate of 6%. Interest will be payable quarterly in arrears on 1 January, 1 April, 1 July and 1 October each year.

In addition, the Convertible Bonds will entitle their holders, subject to the absence of conversion of the Convertible Bonds into shares of the Issuer or their early redemption, to a non-conversion premium equal to an annual rate of 3%, payable in cash, which will be capitalized².

The settlement-delivery of the Bonds will occur on 20 February 2024.

Convertible Bonds will not be admitted to trading on any market and will not be listed.

Conversion right

Holders of Convertible Bonds will have the right to convert the Convertible Bonds into shares. Holders of Convertible Bonds may exercise this right at any time up to the 5^th trading day (excluded) preceding the Maturity Date.

In the event of exercise of the conversion right, holders of Convertible Bonds will receive new and/or existing shares of the Issuer, at the Issuer's discretion, it being specified that the delivery of existing shares of the Issuer may only occur with the prior written consent of the relevant holder of Convertible Bonds.

The conversion ratio is one share for one Convertible Bond, subject to further legal adjustments.

Terms of redemption

Redemption on the Maturity Date

The outstanding Convertible Bonds will be fully redeemed on the Maturity Date at par plus (i) accrued interest since the last interest payment date and (ii) the aforementioned non-conversion premium.

Early redemption of the Convertible Bonds at the Issuer’s discretion

From 20 February 2025 and until 20 February 2028 (included), the Issuer may redeem all the outstanding Convertible Bonds, subject to minimum 30 calendar days' prior notice, in cash at par plus accrued interest from the last interest payment date to the date set for the early redemption, provided that the arithmetic average³ of the products of (i) the volume weighted average prices of the Issuer's shares observed on Euronext Growth Paris, and (ii) the applicable conversion ratio, exceeds 120% of the nominal value of the Convertible Bonds.