Capital B confirms the acquisition of 1 BTC for EUR 0.06 million, the holding of a total of 3,140 BTC, a BTC Yield of 2.13% YTD, and announces the conversion of 14,195,352 OCA B-01 held by Blockstream Capital Partners

Capital B confirms the acquisition of 1 BTC for €0.06 million, the holding of a total of 3,140 BTC, a BTC Yield of 2.13% YTD, and announces the conversion of 14,195,352 OCA B-01 held by Blockstream Capital Partners

• Final completion of a capital increase at €0.52 per share, for an amount of €0.05 million, under the "ATM" type capital increase contract with TOBAM
• Acquisition of 1 BTC for an amount of €0.06 million
• BTC Yield of 2.13 % YTD and 0.27 % QTD
• BTC Gain of 60.1 BTC YTD and 8.6 BTC QTD
• BTC € Gain of €3.3 million YTD and €0.5 million QTD
• Total group holdings of 3,140 BTC with an acquisition value of €283.9 million at €90,407 per bitcoin, corresponding to the average unitary acquisition cost of the BTC held as part of the Bitcoin Treasury Company strategy
• Adjustment of the conversion price of the OCA B-01, initially set at €0.544, to a rounded conversion price of €0.495 in application of the legal adjustment measures for OCA B-01 holders following the expiration of the BSA 2025-01, the Company specifying that only the OCA B-01 held by Blockstream Capital Partners are affected by this adjustment
• Conversion of the 14,195,352 OCA B-01 held by Blockstream Capital Partners into 28,687,362 ordinary shares of the Company, with the Company specifying that, following this conversion, all outstanding OCA B-01 will have been converted

Puteaux, August 3, 2026: Capital B SA (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, and decentralized technology consulting and development, and corporate treasury, announces the final completion of a capital increase at €0.52 per share, for an amount of €0.05 million, under the “ATM” type capital increase contract with TOBAM. The Company has thus acquired 1 BTC for an amount of €0.06 million. The Group has achieved since the beginning of the year a 'BTC Yield' of 2.13%, a 'BTC Gain' of 60.1 BTC, and a 'BTC € Gain' of €3.3 million. As of today, Capital B and its subsidiary Capital B Luxembourg SA hold a total of 3,140 BTC as part of the Bitcoin Treasury Company strategy, with an acquisition value of €283.9 million, based on an average price of €90,407 per bitcoin. The Company also announces an adjustment to the conversion price of the OCA B-01 from €0.544 to a rounded conversion price of €0.495 in application of the legal adjustment measures for OCA B-01 holders following the expiration of the BSA 2025-01, and the conversion of the 14,195,352 OCA B-01 held by Blockstream Capital Partners into 28,687,362 ordinary shares of the Company. 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/

Final completion of a capital increase as part of the “ATM-type” capital increase program with TOBAM

Making use of the delegation of authority granted to him by the Board of Directors, itself acting under the 16th resolution approved by the General Meeting of Shareholders on June 17, 2026, the Company's Chief Executive Officer decided to carry out a capital increase for a total amount of €52,850.72 (including share premium), through the issuance of 101,636 new ordinary shares at an average rounded subscription price of €0.52 per share.

The Company combined in this press release the subscription requests from TOBAM between July 13 and July 24, 2026, and the subscription price has been determined in accordance with the terms of the ATM Agreement renewed on January 26, 2026, namely:

- The subscription price for each request is equal to the highest of (i) the closing price of the trading day preceding the request, (ii) the euro equivalent of a “mNAV”, defined and adjustable by the Company, of the trading day preceding the request, and (iii) the floor price provided for in the resolution of the relevant Extraordinary General Meeting (EGM) (e.g., to date, a floor price set by the Company's extraordinary general meeting of June 17, 2026 corresponding to one of the following values:

• either the closing price of the Company's share on the market on which it is listed on the last trading day preceding the setting of the issue price, possibly reduced by a maximum discount of 20%;
• either the volume-weighted average price (in the central order book and excluding off-market block trades) (the "VWAP") of the Company's share price on the market(s) on which it is listed over a period ranging from the last trading day preceding the setting of the issue price to the twenty last trading days preceding the setting of the issue price (it being specified that, if the chosen period covers several trading days, the "VWAP" may be the VWAP over that period or the average of the VWAPs for each trading day over that period), possibly reduced by a maximum discount of 20% (and adjusted where applicable to take into account differences in dividend entitlement date); or
• the euro equivalent of the "mNAV 1" on a date chosen between the last trading day preceding the setting of the issue price and one of the twenty preceding trading days, the mNAV 1 being the value in euros, per share, of the bitcoins held by the Company as indicated by the Company in its indicators, at the date of determination of the mNAV 1, it being understood that (i) the price in euros of one bitcoin shall be chosen from among the bitcoin prices reported on the day chosen for the determination of the mNAV 1 on a major market platform such as, by way of example, one of the following platforms: Coinbase, Bitstamp, Boursorama or Bloomberg, and (ii) the number of shares used may be either the number of shares actually issued at the date of determination of the mNAV 1, or, at that same date, the number of shares on a diluted basis, according to the calculation method indicated by the Company in its indicators.

- The number of shares requested cannot exceed 21% of the trading volume of the trading day preceding the request.

The shares issued will be admitted to trading on Euronext Growth in Paris (offer compartment).

The transaction does not require the preparation of a prospectus subject to approval by the AMF.

The average rounded subscription price of €0.52 represents a premium of 13% compared to the closing price on the trading day preceding this press release.

In accordance with the Program, the Chief Executive Officer has waived shareholders' preferential subscription rights in favor of the investors to whom the offer is addressed, in the proportions set out below:

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

The impact of the completion of the operation 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 the Company's convertible bonds (OCAs) issued or announced, and (ii) 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 1,840,760 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 17, 2026. However, this fully diluted basis does not include (i) the shares that may correspond to the amounts not yet issued to date under the authorized €300M capital increases for the benefit of TOBAM, (ii) the future potential exercise of outstanding BSA 2026-01, BSA 2026-02, BSA 2026-03, BSA 2026-04, BSA 2026-05, and (iii) the exercise of the BSA OC A-03, A-04, B-04, and A-05.

Expansion of the Company's bitcoin holdings

Capital B announces the final completion of the acquisition of an additional 1 BTC using the proceeds from the final completion of the operation described above, as part of the continuation of its Bitcoin Treasury Company strategy.

Swissquote Bank Europe SA, a MiCA-authorised Crypto-Asset Service Provider (CASP), executed the acquisition of the BTC using the proceeds from the capital increase operation and was entrusted with their secure custody via the technological solution of Swiss company Taurus.

The Company also indicates that Swissquote Bank Europe now acts as the Company's sole BTC custodian.

Detail of the Group's BTC acquisitions:

1. The Total BTC € Cost Basis corresponds to the average unitary acquisition cost of the BTC held as part of the Bitcoin Treasury Company strategy.
2. For all press releases up to and including 20 October 2025, the Total BTC € Net Asset Value was calculated by multiplying the Total BTC Holdings as of the date reported in the above table by the latest BTC Acquisition € Cost Basis on that same date. Given the volatility in the price of BTC, the Company specifies that, starting 25 November 2025, the Total BTC € Net Asset Value is now calculated by multiplying the Total BTC Holdings as of the reported date by the BTC price at closing time on the trading day preceding the press release.

Achievement of a ‘BTC Yield' of 2.13% YTD and 0.27% QTD

The Group has achieved a 'BTC Yield' of 2.13% YTD and 0.27% QTD. The details are as follows:

Year To Date (YTD):

Note on the BTC holdings at the date of this press release: the Company indicates that it currently holds an additional 61 BTC for its operational needs, and indicates that these BTC are segregated from its Bitcoin reserve held under its Bitcoin Treasury Company strategy and are in this regard not included in the key performance indicators published by the Company.

Quarter To Date (QTD):

(1) The number of shares on a fully diluted basis includes (i) the total number of ordinary shares outstanding, (ii) the shares that would be issued as a result of the conversion of all of the Company's convertible bonds currently issued, (iii) the free shares granted by the Company to certain of its employees and corporate officers, but which have not yet been definitively acquired by their beneficiaries, and the number of which amounts to 1,840,760 as of the date of this press release, (iv) a number of additional potential shares not yet issued or granted, but which may be issued or granted in the future and are included conservatively as part of the Company's Bitcoin Treasury Company strategy. As of the date of this press release, the Company has included an indicative reserve of 6,196,600 additional potential shares in the number of shares on a fully diluted basis, solely for the purposes of the Company's KPIs, in order to anticipate the impact of potential future issuances or grants on those KPIs. It is specified that this number may be subject to change, within the limit provided by the resolutions of the general meeting of June 17, 2026. The Company specifies that the number of shares on a fully diluted basis is adjusted to reflect only the transactions definitively completed to date (i.e., excluding ongoing transactions).

(2) BTC per Fully Diluted Share is calculated by dividing Total BTC Holdings by the Fully Diluted Shares outstanding at the end of each period. The result is then expressed as satoshis (sats) per Fully Diluted Shares outstanding. There are 100,000,000 sats in 1 BTC. Each sat represents 0.00000001 BTC, the smallest unit of bitcoin.

Adjustment of the conversion price of the OCA B-01, initially set at €0.544, to a rounded conversion price of €0.495, in application of the legal adjustment measures for OCA B-01 holders following the expiration of the BSA 2025-01

On March 6, 2025, the Company announced the issuance of BTC-denominated Convertible Bonds, subscribed in euros (A-01) or in Bitcoin (B-01). On March 26, 2025, the Company announced the final completion of the operation, resulting in the issuance of A-01 and B-01 Convertible Bonds by Capital B Luxembourg SA (then named The Blockchain Group Luxembourg SA) on April 3, 2025.

On April 7, 2025, the Company announced the free allocation to all its shareholders, on April 11, 2025, of share subscription warrants, entitling the holder to subscribe to one ordinary share of the Company for a period of one year, i.e., until April 10, 2026 inclusive (the “BSA 2025-01”).

On March 30, 2026, the Company announced an adjustment of the conversion terms and conditions of the OCA B-01 and OCA B-02 tranches held by Blockstream Capital Partners, following the transfer of the OCA B-01 and B-02 tranches and of shares of the Company originally held by Fulgur Ventures.

In accordance with Article 10.3 of the Amended Terms and Conditions and Article L. 228-99 of the French Commercial Code, Capital B must take the necessary measures to protect the interests of holders of Convertible Bonds B-01 if it decides to carry out certain transactions affecting its share capital, such as the issuance of the BSA 2025-01.

As the exercise period of the BSA 2025-01 has ended, the protection of the interests of the holders of Convertible Bonds B-01 must necessarily be ensured, in accordance with paragraph 3 of Article L. 228-99 and paragraph 1(a) of Article R. 228-91 of the French Commercial Code, through an adjustment of the conversion price.

This adjustment is carried out by multiplying the current conversion price of €0.544 by a ratio equal to (i) the average of the opening prices of Capital B shares on Euronext Growth over the validity period of the BSA 2025-01, divided by (ii) the sum of this same average and the average of the opening prices of the BSA 2025-01 on Euronext Growth over their validity period.

The Company therefore announces today an adjustment of the conversion price of its OCA B-01, initially set at €0.544, to a conversion price of €0.494829453089072, rounded to €0.495 for the purposes of this press release.

The Company specifies that only the OCA B-01 held by Blockstream Capital Partners are subject to this adjustment, as all other OCA A-01 and OCA B-01 previously issued have already been converted, and the following OCA tranches are not subject to this adjustment.

Conversion of 14,195,352 OCA B-01 held by Blockstream Capital Partners

Blockstream Capital Partners has requested the conversion of its remaining 14,195,352 OCA B-01, resulting in the issuance of 28,687,362 new shares of the Company at a rounded unit conversion price of €0.495.

The number of OCA B-01 for which conversion is requested and the number of Company shares to be issued are as follows:

In view of the share price volatility observed over the period, the rounded conversion price set at €0.495 represents a premium of 7.6% compared to the closing price on the trading day immediately preceding this announcement.

Following the conversion, Blockstream Capital Partners will no longer hold any OCA B-01 and will hold 55,279,428 OCA B-02.

The Company also indicates that, following this conversion, all OCA B-01 will have been converted.

Important information about ‘BTC Yield', ‘BTC Gain', and ‘BTC € Gain' KPIs

The Company uses ‘BTC Yield', ‘BTC Gain' and ‘BTC € Gain' as indicators to monitor its Bitcoin Treasury Company strategy. These indicators illustrate the manner in which the Company finances the acquisition of bitcoin in a given period by:

• ‘BTC Yield': indicator reflecting the percentage change in the ratio of Total BTC Holdings to Fully Diluted Shares outstanding over a given period;
• ‘BTC Gain': indicator that represents the number of BTC held by the Company at the beginning of a period multiplied by the ‘BTC Yield' for such period; and
• ‘BTC € Gain': indicator representing the euro value of the ‘BTC Gain' calculated by multiplying the ‘BTC Gain' by the BTC price at closing time on the trading day preceding the press release on the applicable period. The Company has selected the BTC price at closing time on the trading day preceding the press release on the applicable period to determine the market price of bitcoin solely for the purpose of facilitating this illustrative calculation.

These indicators will be communicated periodically by the Company as part of its Bitcoin Treasury Company strategy, notably on a half-yearly and annual basis.

When the Company uses these KPIs, it also takes into account the various limitations of these metrics, including that they do not take into account debt and other liabilities and claims on company assets that would be senior to common equity, and that these indicators assume that all indebtedness will be refinanced or, in the case of the Company's (or its subsidiaries') convertible debt instruments, converted into shares of common stock in accordance with their respective terms.

Additionally, ‘BTC Yield' is not, and should not be understood as, an operating performance measure or a financial or liquidity measure. In particular, ‘BTC Yield' is not equivalent to “yield” in the traditional financial context. It is not a measure of the return on investment the Company's shareholders may have achieved historically or can achieve in the future by purchasing stock of the Company, or a measure of income generated by the Company's operations or its bitcoin holdings, return on investment on its bitcoin holdings, or any other similar financial measure of the performance of its business or assets. ‘BTC Gain' and ‘BTC € Gain' are not, and should not be understood as, operating performance measures or financial or liquidity measures. In particular, ‘BTC Gain' and ‘BTC € Gain' are not equivalent to “gain” in the traditional financial context. They also are not measures of the return on investment the Company's shareholders may have achieved historically or can achieve in the future by purchasing stock of the Company, or measures of income generated by the Company's operations or its bitcoin holdings, return on investment on its bitcoin holdings, or any other similar financial measure of the performance of its business or assets. It should also be understood that ‘BTC € Gain' does not represent a fair value gain of the Company's bitcoin holdings, and ‘BTC € Gain' may be positive during periods when the Company has incurred fair value losses on its bitcoin holdings.

The trading price of the Company's common stock depends on numerous factors in addition to the quantity of bitcoins the Company holds and number of actual or potential shares of its stock outstanding, and as a result, the market value of the Company's shares may trade at a discount or a premium relative to the market value of the bitcoin the Company holds, and neither ‘BTC Yield', ‘BTC Gain' nor ‘BTC € Gain' are indicative or predictive of the trading price of the Company's securities.

As noted above, these KPIs are narrow in their purpose and are used by the Company to assist it in assessing the use of the equity capital, as it pertains to its bitcoin holdings only.

The Company's ability to achieve positive ‘BTC Yield', ‘BTC Gain', or ‘BTC € Gain' may depend on a variety of factors, including its ability to generate profits in excess of its fixed charges and other expenses, as well as factors outside of its control, such as the price of bitcoin, the enforceability of its debts and the availability of financing on favorable terms. Past performance is not indicative of future results.

The presentation of these KPIs does not imply any intention to pay dividends on its common shares in the future. Holding the Company's common shares does not equate to direct ownership of the Bitcoin held by the Company. Investors should rely on the financial statements and other disclosures by the Company. These KPIs are only intended as supplemental metrics for those who understand their purpose and limitations, not as replacements for traditional financial analysis.

Risk factors

The Company reminds that the risk factors related to the Company and to its business are detailed in its 2025 annual results financial 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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