Haffner Energy: Dilution Following Five Tranches of Convertible Bonds

Details of the Fifth Tranche

The draw on February 25, 2026, is part of a bond loan with a maximum nominal amount of 4.8 million euros set up in November 2025. This fifth tranche represents 560,000 euros, without any attached share subscription warrants. The 112 OCEANE were converted on February 26, 2026, at a theoretical conversion price equal to 95% of the lowest average daily volume-weighted price over the 15 consecutive trading days preceding the issue date. The financing aims to secure the company's operational continuity and strengthen its cash reserves, particularly to support a major technological evolution phase and bolster commercial operations in Europe, Asia, the Middle East, and North America.

Impact on Shareholders

The conversion of the 112 OCEANE resulted in 16,197,610 new and existing shares. For a shareholder holding 1% of the capital as of September 30, 2025 (based on 62,182,201 shares), the theoretical participation would decrease from 1.00% before the issue to 0.55% after the five tranches, representing a dilution of 45%. On a diluted basis, including the exercise of all existing instruments, this participation would further decrease to 0.52%. The release highlights that the actual dilution reached 29% on February 2, 2026.

Future Prospects for Hanover Square Investments 1

Hanover Square Investments 1 does not intend to remain a long-term shareholder of Haffner Energy. The shares resulting from the conversion of the OCEANE could be quickly sold on the market, potentially creating high downward pressure on the price. If all planned tranches are not realized, the company will need to seek additional financing. The release warns that this operation could lead to increased volatility of the stock and a significant decrease in the value of the shares.