Information
Regulated Information No.
20024-25-2026Date/Time of Dissemination Start July 8, 2026 21:05:47Euronext Growth Milan
Company: MONDO TV FRANCE
User - contact person: MONDOTVFRN02 - Corradi Matteo
Type: REGEM; 3.1
Date/Time of Receipt: July 8, 2026 21:05:47 Date/Time of Dissemination Start: July 8, 2026 21:05:47 Subject: Board of Directors convenes shareholders' meeting, grants powers to the new General Manager and co-opts a new director. Exercise of No. 2
conversion notice
Text of the press release
See attachment
PRESS RELEASE
RESOLUTIONS OF THE BOARD OF DIRECTORS:
The Board of Directors of Mondo TV France S.A.:
- has granted powers to the new General Manager
- has acknowledged the resignation of independent director Eva Baron
- has appointed a new independent director by co-optation
- has acknowledged the issuance of new ordinary shares, attesting to the new share capital in compliance with French regulations
- has resolved to convene the Shareholders' Meeting
EXERCISE OF NO. 2 “CONVERSION NOTICES” UNDER THE NON-STANDARD CONVERTIBLE BOND LOAN WITH WARRANT
(“POC”) RELATED TO THE INVESTMENT AGREEMENT SIGNED WITH LOFT CAPITAL
LTD FOR A TOTAL OF NO. 6 BONDS FOR A VALUE OF EURO 30,000 RESULTING FROM THE FIRST
TRANCHE OF THE POC
NOTICE OF CHANGE IN SHARE CAPITAL
Paris, July 8, 2026 – The Board of Directors of Mondo TV France S.A. (“Mondo TV France” or the “Company”), a company listed on Euronext Growth Milan, met today under the chairmanship of Matteo Corradi, and passed the following resolutions.
Following up on what was already communicated on April 22, 2026, the Board of Directors has granted Ivan Rouveure, the newly appointed General Manager of the Company, the powers for ordinary and extraordinary administration and legal representation within the limits provided by law and the company's bylaws.
Furthermore, in accordance with French regulations, the Board of Directors has acknowledged the issuance of new ordinary shares – including the ordinary shares issued today – as part of the conversions of the convertible bond loan decided by the Extraordinary Shareholders' Meeting of February 20, 2026, attesting that the fully subscribed and paid-up share capital amounts to Euro 4,007,763, divided into 79,569,343 ordinary shares with no expressed nominal value.
The Board of Directors also acknowledged the resignation submitted today by independent director Eva Baron for personal reasons and, after verifying the existence of legal and independence requirements, resolved to co-opt Dr. Fabrizio Moretti as an independent director of the Company, effective until the next Shareholders' Meeting.
The curriculum vitae of the newly appointed director is available on the website www.fr.mondotvgroup.com in the Investor Relations section.
The Board of Directors thanks Eve Baron for her work at the company during these years of collaboration.
To the Company's knowledge, neither Eve Baron nor Dr. Fabrizio Moretti hold any shares in the Company, directly or indirectly.
Finally, the Board of Directors resolved to convene the Shareholders' Meeting, in ordinary and extraordinary session, to resolve, among other things:
• on the determinations required by French law regarding significant losses of share capital;
• on a share consolidation operation (reverse stock split), aimed at adjusting the unit price of the stock;
• on the ratification of the co-optation of director Fabrizio Moretti and on the appointment of a new director.
The date of the Meeting and the relevant documentation will be announced within the terms and in the manner provided for by the applicable regulations.
EXERCISE OF NO. 2 “CONVERSION NOTICES” UNDER THE POC
Further to the press release issued on 03/03/2026 regarding the issuance of the first tranche of the non-standard convertible bond loan with warrants (“POC”), the Company announces that it has received no. 2 conversion requests (“conversion notices”) of the POC, for a total of No. 4 bonds with a nominal value of Euro 5,000 each, and therefore for a total amount of Euro 20,000 (no. 2 bonds relating to the first conversion notice and no. 2 bonds relating to the second conversion notice).
It is reminded that the bond loan consists of 315 convertible bonds with a unit nominal value of Euro 5,000, for a maximum total nominal amount of Euro 1,575,000.
With reference to the first tranche, as 59 bonds for a total of Euro 295,000 have already been issued, in light of the conversion of these further 4 bonds, there are still 25 bonds remaining to be converted today, for a value of Euro 125,000.
The number of shares subject to conversion was determined in accordance with the contractual provisions based on 94% of the lowest volume-weighted average price of qualifying transactions (the lowest daily VWAP -
“Volume Weighted Average Price”) during the Price Determination Period (i.e., the ten (10) consecutive Trading Days ending on the Trading Day immediately preceding the Conversion Date).
The price thus calculated was, for both conversions of a total of 4 bonds, Euro 0.003 per share, and therefore entitled the subscription of 6,666,667 newly issued ordinary shares of Mondo TV France SA, representing approximately 8.38% of the post-conversion share capital.
Mondo Tv France SA informs that the 6,666,667 newly issued ordinary shares (representing 8.38% of the total shares representing the post-conversion capital) due to Loft Capital Ltd, as a result of the conversions described above for a value of Euro 20,000, will be issued today. Following today's issuance, the Company's share capital will amount to Euro 4,007,763, consisting of 79,569,343 ordinary shares.
The Company will proceed, in accordance with the law, with the filing of the certificate of increase in share capital to service the conversion operation with the competent Companies' Register.
NOTICE OF CHANGE IN SHARE CAPITAL
In light of the above, as of today, the Company's share capital is composed as follows:
CURRENT SHARE CAPITAL PREVIOUS SHARE CAPITAL VARIATION
Euro No. of Shares Euro No. of Shares Euro No. of Shares Total 4,007,763 79,569,343 3,887,763 52,486,009 120,000 27,083,334
Ordinary
Shares (*) 4,007,763 79,569,343 3,887,763 52,486,009 120,000 27,083,334 (*) Shares with no nominal value
Outstanding shares Converted shares Euro Number Euro Number Convertible bonds 125,000 25 170,000 34 Unlisted warrants n/a 44 n/a 0
Following the allocation of newly issued shares and based on the information above, pursuant to art. 26 of the Euronext Growth Milan Issuers' Regulation, Mondo TV France hereby announces that, based on the latest information in its possession, the current shareholding structure is as follows:
Shareholder Number of Shares % of Share Capital Mondo TV S.p.A. 27,567,298 34.65% Market 52,002,045 65.35% Total 79,569,343 100.00%
The Company will update the shareholding structure and promptly inform the market should it receive any communications from shareholders.
Mondo TV France S.A., listed on Euronext Growth Milan, is headquartered in Paris and operates in the production and exploitation of animated television series. In particular, the Company's mission is to create excellent animated products that, by allowing for long-term exploitation across the widest possible territory, present high economic potential. To this end, the Company is engaged in the search for concepts that address original themes while also having the ability to attract the audience of children, even of future generations, or for the entire duration of the legal exploitation of the series produced. The Company is part of the Mondo TV Group. For more information on Mondo TV France, visit fr.mondotvgroup.com
ISIN Code: FR0011443266 - Ticker: MTF - Traded on Euronext Growth Milan
Contact: Mondo TV France S.A.
Matteo Corradi
Investor Relator
matteo.corradi@mondotvgroup.com
MiT SIM SpA
Euronext Growth Advisor
Francesca.martino@mitsim.it
Corso Venezia, 16 – 20121 Milan Tel. +39 02 305 612 70
www.mitsim.it
End of Press Release no. 20024-25-2026 Number of Pages: 5