Tonner Drones receives €2,5M from regular bond issuance

Company

Tonner Drones (the “Company”)

Securities

Bonds (the “Bonds”) with warrants giving right to shares of the Company (the “Warrants” and together the “Bonds with Warrants”).

Corporate authorizations

The Bonds with Warrants will be issued under the 15^th resolution of the shareholders’ meeting of the Company of 19 June 2025.

Subscription Period

The Bonds with Warrants will be subscribed and issued between [●] November 2025 and [●] November 2025.

Notification

All communications from the Company to the investors will be delivered to them by hand or notified to them by hand or by registered mail with acknowledgement of receipt (or any equivalent process for international notifications) to their respective addresses as shown on their account opened in the Company's books. Each investor may request that his address be changed by notifying his new address to the representative of the estate and to the Company.

Applicable law

The Bonds with Warrants will be governed by French law.

Any dispute to which the securities may give rise or which may result from it and which has not been settled amicably shall be submitted in the first instance to the Commercial Court of Paris.

Characteristics of the Bonds

Subscription Price

The Bonds shall be subscribed at 100% of their par value, i.e. €25,000 per Bond.

The subscription will be in cash or by set-off with claims resulting from existing debts of the Company.

Form of Bonds

The Bonds will be issued exclusively in registered form. The rights of each bondholder will be represented by an entry in the accounts opened in their names respectively in the Company's register.

Maturity

The Bonds will mature on 31 December 2027.

Transferability

The Bonds will be freely assignable and transferable by a minimum of 4 Bonds (unless the bondholder holds less Bonds) (i) between each of the bondholders, (ii) to any entity controlled by them within the meaning of Article L.233-3 of the French Commercial Code and/or (iii) to any third party agreed by the Company. Any proposed transfer must be notified to the Company in advance. Any transfer of the Bonds will entail acceptance of all the terms of the issue and the characteristics.

Interest Rate

Four percent (4%) per annum paid on 31 December 2025 (on a prorata basis) 31 December 2026 and 31 December 2027.

If the Company does not pay the sums due in respect of the performance of a financial obligation under the Bonds, the Company already undertakes to pay the bondholders late payment interest calculated automatically on the sums due on a pro rata temporis basis by applying the annual interest rate of eight percent (8%) per annum.

Early Redemption by the Company

The Company shall have the right to request the early redemption of the outstanding Bonds at a price equal to 100% of the outstanding principal amount (plus any accrued interests).

Early redemption of the Bonds by the Bondholders

The bondholders may have the right to request the early redemption of the outstanding Bonds by offsetting their claim against the exercise price of the Warrants.



The bondholders may request the early redemption in cash in principal and interest of all of the Bonds, following a bondholders meeting decision if any of the cases below has occurred and could not be cured by the Company during a 30-days period:

• failure to pay annual interest by the Company to the bondholders after thirty (30) days,

• occurrence of a change of control, as defined in Article L.233-3 of the French Commercial Code, of the Company or one of the Company's subsidiaries,

• failure to approve the financial statements of the Company within the legal deadlines,

• failure to certify the financial statements of the Company by the statutory auditor(s) of the Company,

• opening of a procedure provided for in Book VI of the French Commercial Code, liquidation of the Company or one of its subsidiaries.

Protection of bondholders

Each bondholder shall personally exercise the powers conferred by law on meetings of bondholders. Its rights will be protected, in accordance with the provisions of the Commercial Code.
The bondholders are gathered into a single masse with legal personality.

The bondholders will appoint a representative of the Bondholders' masse (the "Bondholder Representative") in accordance with the law.

In the event of the convening of the meeting of the bondholders, the bondholders will meet at the Company's registered office or at any other place set out in the notice of meeting.

The decisions of the general meeting of the bondholders masse will be taken under the conditions of quorum and majority provided for by the law and regulations in force.

Each Bond shall give its holder one vote at the general meeting of the estate.

Bondholders' right to information

Each of the bondholders will have the right to information about the Company's activity:

• the Company's certified parent company and annual consolidated financial statements (balance sheet, income statement and notes), accompanied by the statutory auditor's reports, no later than one hundred and eighty (180) days after the end of each financial year;

• the reports of the board of directors and the statutory auditor of the Company.

Characteristics of the Warrants

Ratios

To each Bond will be attached 833,334 Warrants.

The Warrants will be immediately detached.

If the nominal value of the shares is reduced, the Warrant holders will consult with the management to arrange for an adjustment of the Warrants so that the strike price and the ratio are adjusted to achieve an equal proceed from Warrants in euros.

Form of the Warrants

The Warrants will be in registered form.

Subscription price of the Warrants

The Warrants will be allocated free of charge.

Exercise parity of the Warrants

1 Warrant will give the right to subscribe for 1 new share of the Company with a nominal value of €0.0125 per share.

Exercise price of the Warrants

€0.03 per new share. The subscription price of the Company's shares issued upon exercise of the Warrants must be paid up in full, at the time of the exercise of the Warrants in cash. To exercise their Warrant, holders will have to apply to the Company.

Exercise period of the Warrants

The Warrants will be exercisable at any time from the date of their grant and up to and including 31 December 2029. The Warrants not exercised on this date will lose all value and will become null and void (the "Exercise Period").

Minimum Exercise Ratio of the Warrants

Unless the Warrant holder does not hold enough Warrants, any request to exercise the Warrants must relate to a minimum of 1,000,000 Warrants allowing the subscription to a minimum of 1,000,000 new Tonner Drones shares.

Payment of the exercise price of the Warrants

The Warrant holder may request payment of the exercise price of the Warrants in cash and/or by way of set-off against the debt owed to him/it by the Company under the Bonds he holds.

Release of new shares subscribed upon exercise of the warrants and dividend date

The new shares resulting from the exercise of the Warrants must be fully paid up when they are subscribed.

The new shares resulting from the exercise of the Warrants will carry current dividend rights and will be listed on the same listing line as the old shares.

Lapse of Warrants

Warrants that have not been exercised by midnight on 31 December 2029 at the latest will lapse and lose all value.

Listing of the Warrants

The Warrants will not be listed.

Exercise procedures

To exercise their Warrants, holders must make a request to the Company. The exercise request must relate to a minimum of 1,000,000 Warrants allowing the subscription for a minimum of 1,000,000 new Tonner Drones shares.

Delivery of new shares resulting from the exercise of the warrants

The new shares of Tonner Drones resulting from the exercise of the warrants will be delivered three business days following the end of the date of the exercise request received by the Company and the validation of the calculation.

Suspension of the exercise of the Warrants

In the event of the issuance of new equity securities or new transferable securities giving access to the Company's share capital, as well as in the event of a merger or demerger, the Board of Directors reserves the right to suspend the exercise of the Warrants for a period that may not exceed three months, as this option may not in any case cause the holders of the Warrants to lose their rights to subscribe for new shares of the Company.

In this case, a notice will be published in the Bulletin des Annonces Légales Obligatoires (BALO) at least seven days before the date of entry into force of the suspension to inform the holders of the Warrants of the date on which the exercise of the Warrants will be suspended and the date on which it will resume. This information will also be the subject of a notice published by Euronext Paris.

Protection of the rights of Warrant holders

As of the issuance of the Warrants and as long as there are valid Warrants, the rights of Warrant holders will be reserved under the conditions provided for by the law and regulations in force and in particular by Articles L. 228-98 et seq. of the French Commercial Code and in particular:

• in the event of a capital reduction due to losses by reducing the number of shares, the rights of the Warrant holders as to the number of shares to be received on exercise of the Warrants will be reduced accordingly as if the said holders had been shareholders from the date of issue of the Warrants,

• in the event of a capital reduction motivated by losses by way of a reduction in the nominal value of the shares, the subscription price of the shares to which the Warrants entitle the warrants will be equal to the nominal value of the share immediately before said capital reduction, the issue premium being increased by the amount of the decrease in the nominal value.

Besides:

• in the event of a capital reduction not motivated by losses by way of a reduction in the nominal value of the shares, the subscription price of the shares to which the Warrants entitle the warrants will be reduced accordingly,

• in the event of a capital reduction not motivated by losses by way of a reduction in the number of shares, the holders of warrants, if they exercise their warrants, may request the repurchase of their shares under the same conditions as if they had been shareholders at the time of the Company's repurchase of its own shares.

In the event that, as long as the Warrants have not been exercised, the Company carries out one of the operations mentioned below:

• issuance of equity securities with shareholders' preferential subscription rights;

• capital depreciation;

• modification of the distribution of its profits, in particular by the creation of preferred shares;

• distribution of reserves, in cash or in kind, and share premiums.

The Company must also inform Warrant holders of the completion of the said transactions, as well as the protective measures it has decided to put in place in their favour.

To this end, it must:

1° either enable the holders of Warrants to exercise them, if the conditions of exercise defined by the Board of Directors of the Company are not met, so that they can immediately participate in the transactions mentioned in the first paragraph or benefit from them, in accordance with the provisions of Article R. 228-87 of the French Commercial Code,

2° either take the measures that will allow them, if they exercise their Warrants at a later date, to subscribe on an irreducible basis for the new securities issued, or to obtain their allocation free of charge, or to receive cash or property similar to those distributed, in the same quantities or proportions and under the same conditions, except with regard to the enjoyment, only if they had been, at the time of these transactions, shareholders, in accordance with the provisions of Articles R. 228-88 and R. 228-89 of the French Commercial Code,

3° either make an adjustment to the subscription conditions of the shares whose issuance will result from the exercise of the Warrants initially planned, so as to take into account the impact of the above-mentioned transactions, provided that such an adjustment is possible with regard to the conditions for the exercise of the Warrants decided by the Company's Board of Directors; the adjustment would be made by applying the method provided for in Article R. 228-91 of the French Commercial Code, it being specified that the value of the preferential subscription right as well as the value of the share before ex-subscription rights would, if necessary, be determined by the Board of Directors on the basis of the subscription, exchange or sale price per share chosen at the time of the last transaction on the Company's capital (capital increase, contribution of securities, sale of shares, etc.) during the six (6) months preceding the meeting of the Board of Directors, or, in the absence of such an operation during this period, according to any other financial parameter that appears relevant to the Board of Directors.

The Company may take simultaneously the measures provided for in 1° and 2°. It may, in any case, replace them with the adjustment authorized in 3° if such an adjustment is possible.

In the event of a merger by absorption of the Company, each Warrant holder will be notified and will receive the same information as if he or she were a shareholder in order to be able, if he or she wishes, to exercise his or her right to subscribe for shares.

The Company may modify its form, its corporate purpose and the rules for the distribution of its profits, as well as amortize its capital and issue preferred shares as provided for in Article L. 228-98 of the French Commercial Code.

Masse of warrant holders

In accordance with Article L. 228-103 of the French Commercial Code, the holders of Warrants will be grouped into a body with legal personality and subject to provisions identical to those provided for in Articles L. 228-47 to L.228-64, L. 228-66 and L. 228-90 of the same Code.

The Warrant holders will appoint a representative of the Warrant holders masse (the "Warrant holder Representative") in accordance with the law.

The Warrant holder Representative will have, without restriction or reservation, the power to perform on behalf of the masse of Warrant holders all management acts for the defence of the common interests of Warrant holders.

He/she will exercise his functions until his resignation, his dismissal by the general meeting of the holders of Warrants or the occurrence of an incompatibility. His term of office shall automatically cease at the end of a period of two months from the end of the Exercise Period. This term shall, if necessary, be extended by operation of law, until the final resolution of the ongoing proceedings in which the representative is involved and the execution of the decisions or settlements reached.

The representative of the masse will not receive any remuneration.

Settlement of fractional shares

Any holder of Warrants exercising their rights under the Warrants may subscribe for a number of new shares of the Company calculated by applying the current exercise parity to the number of Warrants presented.

When, as a result of the completion of one of the transactions mentioned in the previous paragraph, the holder of Warrants exercising them is entitled to a number of new shares forming a "fractional", he may request that the following be allocated to him:

• or the immediately lower whole number of new shares; in this case, the Company will pay him a cash balance equal to the product of the fraction of the share forming "broken" by the value of the share. The value of the share will be assessed on the basis of the first quoted price of the Company's shares on Euronext Growth Paris or on any other market on which the Company's shares will be listed during the trading session preceding the date of filing of the request to exercise the rights attached to the Warrant;

• or the next higher whole number of new shares, on condition that the Company is paid a sum equal to the value of the additional fraction of a share thus requested, valued on the basis provided for in the preceding paragraph.

Informing Warrant holders in the event of an adjustment

In the event of an adjustment, the new conditions of exercise will be brought to the attention of the holders of Warrants resulting from this issue by means of a notice published in the Bulletin des Annonces Légales Obligatoires (BALO).

The Executive Board will report on the calculation elements and the results of the adjustment in the first annual report following the adjustment

Purchases by the Company and cancellation of warrants

The Company reserves the right to make purchases of Warrants at any time, without limitation of price or quantity. Warrants purchased will cease to be considered as outstanding and will be cancelled, in accordance with Article L.225-149-2 of the French Commercial Code.

Other markets and places

None

Date of issue of the new shares

The new shares will be issued as the Warrants are exercised before 31 December 2029.

Listing and nature of the new shares resulting from the exercise of the Warrants

The new shares resulting from the exercise of the Warrants will be ordinary shares of the Company, of the same class as the existing shares of the Company. As soon as they are admitted to trading on the Euronext Growth Paris market, they will be assimilated to the Company's old shares.

The new shares resulting from the exercise of the Warrants will be subject to periodic applications for admission to trading on Euronext Growth Paris and will be tradable on the same line as the existing old shares. They will be traded under the same ISIN code as the Company's existing shares, ISIN FR001400H2X4.

Dividend date

The new shares resulting from the exercise of the Warrants will carry current dividend rights and will be listed on the same listing line as the existing shares.

Form

The new shares may be in registered or bearer form, at the option of the holders.

Negotiability of new shares

There is no clause in the articles of association limiting the free trading of the shares making up the Company's share capital. The new shares will therefore be freely negotiable

Miscellaneous

Representations of the Company

The Company has given representations and warranties that are customary for a transaction of this nature. These representations and warranties relate to the following matters:

• the correct incorporation of the Company

• the composition of the share capital

• fair presentation of the financial statements and compliance with accounting principles

• the absence of any liabilities other than those disclosed in the financial statements

Confidentiality

However, the Company will make a public announcement of the transaction contemplated under this agreement as required by law or regulation.

Insider List

As from the date hereof, the Company shall register the holders of Bonds and Warrants on a list of occasional insiders up until the earliest of the date of public announcement of the transaction contemplated.