PRESS RELEASE: Bigben Interactive announces the approval by the general meeting of bondholders of the amendment to the terms and conditions of the Nacon 2026 exchangeable bonds

Bigben Interactive announces the approval by the general meeting of bondholders of the amendment to the terms and conditions of the Nacon 2026 exchangeable bonds, strengthening its financial flexibility and supporting its growth plans

Bigben Interactive (ISIN FR0000074072) (the “Company”) announces that all resolutions required for the implementation of the amendments to the terms and conditions have been approved by a very large majority of the holders of the bonds exchangeable into shares Nacon 2026 (the “Bonds”) at today’s meeting.

Alain Falc, chairman of the Board of Directors of Bigben Interactive, states that: “I would like to thank the bondholders for their overwhelming approval of the proposed resolutions. Their strong support provides the Group with financial flexibility, enabling it to continue its development with confidence in the years to come.”

The general meeting of the bondholders approved the amendment of the terms and conditions of the Bonds by a majority of 97.47% of the votes cast. 434 Bonds were represented out of a total of 574 Bonds outstanding, representing a quorum of 75.61% on first call.

These amendments relate notably to the following:

• Redemption of €75,000 per Bond (including €72,000 in partial amortization and €3,000 in redemption premium calculated on the basis of their initial accreted redemption amount) reducing the principal amount per outstanding Bond from €100,000 to €28,000 (representing an aggregate outstanding principal amount of €16,072,000);
  
  

• Extension of the maturity date to the new maturity date of August 19, 2032 (i.e. 6.5 years as from February 19, 2026);
  
  
• Step-up coupon (payable semi-annually on February 19 and August 19 of each year): 1.125% per annum from February 19, 2021 (inclusive) to February 19, 2028 (exclusive), 3.125% per annum from February 19, 2028 (inclusive) to February 19, 2030 (exclusive), then 5.125% per annum from February 19, 2030 (inclusive) until the maturity date, payable semi-annually on February 19 and August 19;
• Unless the Bonds have been previously exchanged, redeemed or repurchased and cancelled, redemption price at maturity corresponding to 106.699% of the unit principal amount of €28,000, subject to the Company’s option to deliver shares of Nacon and, as the case may be, an additional amount in cash;
• Unit exchange price reduced to €0.85 until August 19, 2029 then €0.80 (compared to €9.60 initially), subject to adjustments;
• Early redemption option of the Bonds prior to maturity at the option of the Company at any time from March 19, 2029 until the maturity date (excluded) if the arithmetic average of the product of the volume-weighted average price of the Nacon share on its listing market and the then prevailing exchange ratio per Bond (calculated 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 €36,400;
• Number of pledged shares increased from 12,101,662 to 20,090,000 shares representing 100% of the shares which may be delivered upon exercise of the exchange right on the basis of an exchange price of €0.80;
• Option to transfer the listing of Nacon shares to Euronext Growth Paris;
• Various technical clarifications and adjustments related to the proposed amendments.

Subject to the signing of the necessary contractual documentation with the agents¹, these amendments will enter into force on February 19, 2026 and will apply on a uniform basis to all outstanding Bonds.

Disclaimer:

This press release and the information contained herein do not constitute either an offer to sell or purchase or the solicitation of an offer to sell or purchase the securities of Bigben Interactive.

This press release may not be published, distributed or released in the United States of America, Australia, Canada or Japan. The release, publication or distribution of this press release may be restricted in certain countries by applicable laws and regulations. Persons who are physically located in those jurisdictions in which this press release is released, published or distributed must inform themselves about and observe such restrictions.

This press release is an advertisement and not a document containing the information set out in Annex IX of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017, as amended (the “Prospectus Regulation”) or a prospectus within the meaning of the Prospectus Regulation.

This press release and the information contained herein do not constitute or form part of, and should not be construed as an offer to sell or purchase, or a solicitation or an invitation of an offer to sell or purchase, securities of Bigben Interactive in France, Europe or the United States or in any other jurisdiction. The Bigben Interactive securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) and may not be offered or sold in the United States, directly or indirectly, absent registration or pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the U.S. Securities Act.

Forward-looking statements

This press release contains certain forward-looking statements about Bigben Interactive and its subsidiaries. These statements include financial projections and estimates and their underlying assumptions, statements regarding plans, objectives, intentions and anticipated results as well as events, operations, future services or product development and potential or future performance. Forward-looking statements are generally identified by the words “expects”, “anticipates”, “believes”, “intends”, “estimates”, “anticipates”, “projects”, “seeks”, “endeavors”, “strives”, “aims”, “hopes”, “plans”, “may”, “goal”, “objective”, “projection”, “outlook” and similar expressions. Although the management of Bigben Interactive believes that these forward-looking statements are reasonably made, investors and holders of the group’s securities are cautioned that these forward-looking statements are subject to a number of known and unknown risks, uncertainties and other factors, a large number of which are difficult to predict and generally outside the control of Bigben Interactive, that may cause actual results, performance or achievements to be materially different from any future results, performance or achievement expressed or implied by these forward-looking statements. These risks and uncertainties include those developed or identified in any public documents approved by or filed with the French financial markets authority (the Autorité des marchés financiers – the “AMF”) made or to be made by the group, in particular those described in Chapter 3 “Risk factors” of the universal registration document (document d’enregistrement universel) of the Company which was filed with the AMF on July 4, 2025, under number D.25-0524. These forward-looking statements are given only as of the date of this press release and Bigben Interactive expressly declines any obligation or commitment to publish updates or corrections of the forward-looking statements included in this press release in order to reflect any change affecting the forecasts or events, conditions or circumstances on which these forward-looking statements are based. Any information relating to past performance contained herein is not a guarantee of future performance. Nothing herein should be construed as an investment recommendation or as legal, tax, investment or accounting advice.

1 Including the Nacon stock loan facility to be entered into with Crédit Industriel et Commercial (CIC) before February 19, 2026, which replaces the previous facility with BNP Paribas Arbitrage SNC. The share transfers required to implement the coverage will also be completed before this date.

Attachment

• CP BIGBEN General Meeting of Bondholders 02 02 2026 English Diffusion