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 3

Early redemption of Convertible Bonds at the holders’ discretion

Holders of Convertible Bonds may, at their discretion, request the early redemption in cash of all or part of the Convertible Bonds they own in the event of a change of control of the Issuer or a delisting or suspension of the listing of Hoffmann Green Cement shares, at par plus (i) accrued interest from the last interest payment date to the date set for the early redemption and (ii) the aforementioned non-conversion premium.

Convertible Bonds may also be early redeemed at the discretion of the holders of Convertible Bonds in the event of the occurrence of customary events of default, at par plus (i) accrued interest from the last interest payment date to the date set for the early redemption and (ii) the aforementioned non-conversion premium.

New Shares

Any new shares resulting from Convertible Bonds will carry dividend rights from the date of their issuance and will be entitled to all distributions decided by the Issuer from that date. They will be listed on the Euronext Growth market under ISIN code FR0013451044 and will be fully assimilated to the Issuer's existing shares.

Legal framework of the transaction

The shareholders’ meeting of the Issuer held on 2 June 2023 (the "General Meeting"), under the terms of its 12^th resolution, in accordance with Article L. 225-138 of the French Commercial Code, granted the Management Board with a delegation of authority to issue, on one or more occasions, shares and/or securities giving access to new shares of the Issuer, without shareholders' preferential subscription rights for the benefit of a category of persons such as French or foreign investment companies or collective investment schemes, investing on a regular basis or having invested over the past 36 months more than EUR 5 million in small and mid-caps (i) operating in the construction sector or (ii) whose activity has as its objective or consequence the reduction of CO₂ emissions.

Following the authorization granted by the Issuer's supervisory board in its meeting dated 12 February 2024, the Management Board, using the delegation of authority granted under the 12^th resolution of the General Meeting, decided during its meeting dated 16 February 2024 to issue bonds in the nominal amount of EUR 4,999,997.44, structured as Convertible Bonds.

Dilution

For illustrative purposes, the maximum dilution would be of circa 3.2% of the current share capital in case of issuance of new shares only upon conversion of the Convertible Bonds.