• €1.1 million capital raise through the issuance of warrants subscribed by Adam Back
• Adjustment of the conversion price of the OCA B-04 subscribed by Adam Back from €5.174 to €2.59 per share
• OCA B-04 subscribed by Adam Back now grant, upon conversion, in addition to shares, one share subscription warrant per OCA (BSA OC) with a two-year term

Puteaux, May 4, 2026: Capital B (The Blockchain Group, ISIN: FR0011053636, FR ticker: ALCPB | US: CPTLF) (the “Company”), listed on Euronext Growth Paris, Europe's first Bitcoin Treasury Company, holding subsidiaries specialized in Data Intelligence, AI, decentralized technology consulting and development, and corporate treasury, announces a €1.1 million capital raise through the issuance of share subscription warrants subscribed by Adam Back, and an adjustment to the conversion price of the OCA B-04 subscribed by Adam Back from €5.174 to €2.59 per share. This adjustment to the conversion price is accompanied by a revision of the terms and conditions of these bonds, (i) to provide that they now grant, upon conversion, a share subscription warrant (BSA OC) with a two-year term, and (ii) to eliminate the share price condition for conversion by the holder: the OCA B-04 tranche is now convertible at any time by the holder at the aforementioned conversion price. A detailed presentation of the Company's Bitcoin Treasury Company strategy, focused on increasing the number of bitcoin per fully diluted share over time, is available on the Company's website: https://cptlb.com/about/who-we-are/

Issuance of share subscription warrants (BSA 2026-02) for an amount of €1.1 million

As part of the Company's Bitcoin Treasury Company strategy, focused on increasing the number of bitcoin per share on a fully diluted basis over time, the Company announces the issuance of share subscription warrants for an amount of €1,100,000.00, subscribed by strategic investor Adam Back with the following terms and conditions:

The BSA 2026-02 are subscribed by Adam Back in the following proportions:

Adjustment to the conversion price of the OCA B-04 subscribed by Adam Back, addition of the right to receive a warrant (BSA OC) upon conversion, and removal of the share price condition for conversion by the holder

The Company announces the adjustment to the conversion price of its OCA B-04 subscribed by strategic investor Adam Back, in accordance with the updated terms described below. It also announces that, henceforth, the conversion of OCA B-04 will entitle holders, in addition to ordinary shares of the Company, the number of which is calculated based on the new conversion price, to one warrant (BSA OC) per converted bond.

These modifications were made through an amendment to the terms and conditions of the convertible bonds, between the issuing company (Capital B Luxembourg SA), the Company, and each of the holders, namely:

The possibility for the subscriber, as provided in the original agreement, to subscribe to a second tranche of convertible bonds on comparable terms, which had not been exercised, has been removed.

These modifications to the terms and conditions of the OCA B-04 result from discussions between the Company and Adam Back, in the context of the recent evolution of market conditions and the Company's share price.

These adjustments to the conversion parameters better align these instruments with current market conditions and strengthen the incentive nature of the conversion mechanism.

Impact of the operations on the distribution of the Company's share capital

The impact of the completion of the operations described above on the distribution of the Company's share capital is as follows:

(*) Calculations performed based on the number of shares comprising the Company's share capital as of the press release date, adding the shares resulting from (i) the conversion of all OCAs issued or announced, (ii) conservatively, the issuance under legal adjustment measures for the benefit of the holders of OCA B-01 as part of BSA 2025-01 issuance (see press release dated April 7, 2025), and (iii) the free shares granted by the Company to certain employees and corporate officers, but not yet definitively acquired by their beneficiaries, the number of which amounts to 2,040,760 as of the date of this press release. It is noted that the Company is authorized to issue additional free shares within the limit provided by the resolutions of the general meeting of June 10, 2025. However, this fully diluted basis does not include (i) the shares that may correspond to the amounts not yet subscribed to date of the authorized €300M capital increases for the benefit of TOBAM, (ii) the future potential exercise of BSA 2026-01, BSA 2026-02 and (iii) the exercise of the BSA OC A-03, A-04, B-04 and A-05.

Risk factors

The Company reminds that the risk factors related to the Company and to its business are detailed in its 2025 annual report, available for free on the Company's website (https://www.cptlb.com). The realization of all or part of these risks could negatively impact the Company's operations, financial position, results, development, or outlook.

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