An operation supporting the scaling of the Group's fintech infrastructure

TRACTIAL (Euronext Growth Paris – ALTRA), a regulated fintech infrastructure provider specialized in payments and digital assets, announces the conversion of a total amount of €900,000 of convertible bonds into shares, corresponding to two transactions carried out in 2024 and 2025 with two distinct investors, at different stages of the Group's development.

EQUITY STRENGTHENING AND ANTICIPATION OF SCALING

The Company operates as a licensed payment institution and develops a fintech infrastructure connecting euro payments to blockchain networks. It has also initiated steps in relation to the European MiCA regulation.

In these regulated environments, capital requirements are cumulative and evolve partly with transaction volumes and the nature of services provided.

The Company states that it currently has prudential capital levels appropriate to its regulated activities. The announced strengthening aims to anticipate increasing transaction volumes and a change in scale, depending on commercial development, while while contributing to the improvement of the Company's shareholders' equity..

The conversion relates to €300,000 of convertible bonds issued in 2024 and €600,000 issued in 2025, which notably enabled the acquisition of Bitcoin.

It helps reduce debt, strengthen equity and consolidate the Company's financial structure, particularly in light of the assets acquired, including Bitcoins held under a long-term approach.

Beyond regulatory requirements, this strengthening is a key lever to support the Group's development, particularly in the context of partnerships and tenders.

FINANCIAL TERMS AND INVESTOR COMMITMENT

The Company recalls that bond issuances were carried out at different stages of its development, with the objective of supporting its growth trajectory.

The 2024 transaction took place during the early phase of the fintech strategy, in a context of structuring investments. Since then, TRACTIAL has continued to deploy its activities in payments and digital assets.

The 2025 transaction features a conversion price of approximately €6 per share, significantly above the market price at the time of issuance.

As part of a progressive value creation approach, the Group structures its financing to support business development, aligning operational growth with changes in the capital structure, without excessive anticipation of financing needs.

The conversion, carried out by distinct investors and combined with each investor maintaining residual exposure, reflects a long-term support approach aligned with the Group's development trajectory.

CONVERSION TERMS

The conversions relate to two distinct issuances of convertible bonds.

For the 2024 issuance, the conversion of 100,000 bonds, based on a ratio of 2 shares for 1 bond, results in the issuance of 200,000 new shares, at a conversion price of €1.50, i.e. €300,000.

For the July 2025 issuance, the conversion of 150,000 bonds, based on a ratio of 2 shares for 3 bonds, results in the issuance of 100,000 new shares, at a conversion price of €6, i.e. €600,000.

Conversion ratios and prices reflect adjustments following the share nominal value split carried out in December 2025. 

These conversions have been fully settled by offsetting the corresponding bond receivables.

IMPACT ON SHARE CAPITAL

The conversion of 250,000 bonds results in the issuance of 300,000 new shares. Share capital is increased from €5,267,336 to €5,567,336, representing 5,567,336 shares.

The new shares will rank pari passu with the existing shares and will be admitted to trading on Euronext Growth Paris.

The issuance represents approximately 5.7% of share capital before conversion.
For illustration, a shareholder holding 1% of the capital would see its stake reduced to approximately 0.946%, i.e. a relative dilution of approximately 5.4%.

IMPACT FOR SHAREHOLDERS

The conversion strengthens equity through debt offsetting, without cash outflow. The impact for a shareholder holding 1% of the capital is as follows:

The above figures reflect the immediate impact of the transaction. Remaining dilutive instruments are presented below for information purposes.

In this context, the transaction has a measured impact on capital and contributes to strengthening the Group's financial structure.

OUTSTANDING DILUTIVE INSTRUMENTS (INFORMATION)

The outstanding dilutive instruments taken into account in the analysis above are presented below for information purposes:

* Based on the conversion and exercise ratios in effect as of the date of this press release, after taking into account the adjustments resulting from the share nominal value split carried out in December 2025.