Press release


Tonner Drones receives €2,5M from regular bond issuance
Paris, November 18th, 2025, 18:00, Tonner Drones (’the Company’) is pleased to announce that
it was able to issue a €2,5M bond with the CEO, a financial investor and an industrial partner.

Tonner Drones has recently completed a restructuring and refinancing process and is now embarking
on a growth path. The company is pleased that this process is being recognized by the industry and is
delighted that an industrial partner has agreed to support the company. Both companies recognize the
benefits of collaboration in the drone sector.

‘I'm excited about this new step in the company's development. I feel we're gaining traction now that
our values and expertise are becoming increasingly recognized in the market.” Diede van den Ouden,
CEO, said. “We now have a substantial war chest of cash. We will deploy this at the right time to
create optimal value for shareholders.’

The regular bond has a maturity until 31-12-2027, to be reimbursed in cash and will bear 4% interest.
The bondholders will receive warrants for the same amount of the bond. These warrants have an
exercise price of €0,030, a premium of approximately 11% to the 10-day VWAP. BSA has ratio of 1 and
maturity of 31-12-2029. Exercise of BSA could generate €2,5M in cash with 14,1% dilution. CEO van
den Ouden contributed for €300.000 to this bond.

End of Press-Release.
About Tonner Drones: Tonner Drones develops technologies for the logistics sector. Tonner Drones holds valuable
stakes in some promising French drone manufacturers like Elistair and Donecle. Tonner Drones’ strategy is to
increase the value of its shareholdings in these companies through active asset management. Additional revenues
can be achieved through royalties from patents held by Tonner Drones. Tonner Drones does not plan on owning
a factory; however, it is determined to retain R&D for its products and systems in France. Tonner Drones uses an
active strategy to manage its treasury.
Tonner Drones’ shares are listed on Euronext Growth Paris (ISIN code: FR001400H2X4).

More information at www.tonnerdrones.com / contact@tonnerdrones.com
Warning

Regarding the merits of any transaction or the making of any investment decision. It does not constitute or include any confirmation or
commitment by Tonner Drones (or any other person) regarding the present or future value of Tonner Drones ' business, its securities, its
subsidiaries or any other assets of Tonner Drones .

This press release contains forward-looking statements based on current beliefs and expectations regarding future events. These forward-
looking statements may include projections and estimates and their underlying assumptions, statements regarding plans, objectives,
intentions and/or expectations regarding future financial results, events, operations and services. and product development, as well as
statements regarding performance or events. These statements are generally identified by the terms "expect", "anticipate", "believe",
"intend", "estimate", "plan", "project", "may", "should" or the negative form of these and other similar expressions. These statements are
not guarantees of future performance and are subject to inherent risks, uncertainties and assumptions regarding Tonner Drones and its
subsidiaries and investments, trends in their businesses, future capital expenditures and acquisitions, developments relating to contingent
liabilities, changes in global economic conditions or Tonner Drones ' principal markets, competitive market conditions and regulatory factors.
The realization of these events is uncertain; their outcome could turn out to be different from that envisaged today, which is likely to
significantly affect the expected results. Actual results may differ materially from those anticipated or implied in these forward-looking
statements. Any forward-looking statements contained in this press release are made as of the date of this press release. Except as required
by applicable law, Tonner Drones undertakes no obligation to revise or update any forward-looking statements, taking into account new
information or future events.
ANNEXE
TERMES ET CONDITIONS DES OBLIGATIONS ASSORTIES DE BONS DE SOUSCRIPTION D’ACTIONS
(TERMS AND CONDITIONS OF BONDS WITH SHARE SUBSCRIPTION WARRANTS)


Company Tonner Drones (the “Company”)

Securities Bonds (the “Bonds”) with warrants giving right to shares of the Company (the “Warrants”
and together the “Bonds with Warrants”).

Corporate The Bonds with Warrants will be issued under the 15th resolution of the shareholders’ meeting
authorizations of the Company of 19 June 2025.

Subscription The Bonds with Warrants will be subscribed and issued between [●] November 2025 and [●]
Period November 2025.

Notification All communications from the Company to the investors will be delivered to them by hand
or notified to them by hand or by registered mail with acknowledgement of receipt (or any
equivalent process for international notifications) to their respective addresses as shown on
their account opened in the Company's books. Each investor may request that his address
be changed by notifying his new address to the representative of the estate and to the
Company.

Applicable law The Bonds with Warrants will be governed by French law.

Any dispute to which the securities may give rise or which may result from it and which has
not been settled amicably shall be submitted in the first instance to the Commercial Court
of Paris.

Characteristics of the Bonds

Subscription Price The Bonds shall be subscribed at 100% of their par value, i.e. €25,000 per Bond.

The subscription will be in cash or by set-off with claims resulting from existing debts of
the Company.

Form of Bonds The Bonds will be issued exclusively in registered form. The rights of each bondholder will
be represented by an entry in the accounts opened in their names respectively in the
Company's register.

Maturity The Bonds will mature on 31 December 2027.

Transferability The Bonds will be freely assignable and transferable by a minimum of 4 Bonds (unless the
bondholder holds less Bonds) (i) between each of the bondholders, (ii) to any entity
controlled by them within the meaning of Article L.233-3 of the French Commercial Code
and/or (iii) to any third party agreed by the Company. Any proposed transfer must be
notified to the Company in advance. Any transfer of the Bonds will entail acceptance of all
the terms of the issue and the characteristics.

Interest Rate Four percent (4%) per annum paid on 31 December 2025 (on a prorata basis) 31 December
2026 and 31 December 2027.

If the Company does not pay the sums due in respect of the performance of a financial
obligation under the Bonds, the Company already undertakes to pay the bondholders late
payment interest calculated automatically on the sums due on a pro rata temporis basis by
applying the annual interest rate of eight percent (8%) per annum.

Early Redemption The Company shall have the right to request the early redemption of the outstanding Bonds
by the Company at a price equal to 100% of the outstanding principal amount (plus any accrued interests).
Early redemption The bondholders may have the right to request the early redemption of the outstanding
of the Bonds by Bonds by offsetting their claim against the exercise price of the Warrants.
the Bondholders
The bondholders may request the early redemption in cash in principal and interest of all of
the Bonds, following a bondholders meeting decision if any of the cases below has occurred
and could not be cured by the Company during a 30-days period:


- failure to pay annual interest by the Company to the bondholders after thirty (30)
days,
- occurrence of a change of control, as defined in Article L.233-3 of the French
Commercial Code, of the Company or one of the Company's subsidiaries,
- failure to approve the financial statements of the Company within the legal
deadlines,
- failure to certify the financial statements of the Company by the statutory auditor(s)
of the Company,
- opening of a procedure provided for in Book VI of the French Commercial Code,
liquidation of the Company or one of its subsidiaries.
Protection of Each bondholder shall personally exercise the powers conferred by law on meetings
bondholders of bondholders. Its rights will be protected, in accordance with the provisions of
the Commercial Code.
The bondholders are gathered into a single masse with legal personality.
The bondholders will appoint a representative of the Bondholders' masse (the "Bondholder
Representative") in accordance with the law.

In the event of the convening of the meeting of the bondholders, the bondholders will meet
at the Company's registered office or at any other place set out in the notice of meeting.

The decisions of the general meeting of the bondholders masse will be taken under the
conditions of quorum and majority provided for by the law and regulations in force.

Each Bond shall give its holder one vote at the general meeting of the estate.

Bondholders' right Each of the bondholders will have the right to information about the Company's activity:
to information
- the Company's certified parent company and annual consolidated financial statements
(balance sheet, income statement and notes), accompanied by the statutory auditor's
reports, no later than one hundred and eighty (180) days after the end of each financial
year;
- the reports of the board of directors and the statutory auditor of the Company.
Characteristics of the Warrants

Ratios To each Bond will be attached 833,334 Warrants.

The Warrants will be immediately detached.

If the nominal value of the shares is reduced, the Warrant holders will consult with the
management to arrange for an adjustment of the Warrants so that the strike price and the
ratio are adjusted to achieve an equal proceed from Warrants in euros.

Form of the The Warrants will be in registered form.
Warrants

Subscription price The Warrants will be allocated free of charge.
of the Warrants

Exercise parity of 1 Warrant will give the right to subscribe for 1 new share of the Company with a nominal
the Warrants value of €0.0125 per share.

Exercise price of €0.03 per new share. The subscription price of the Company's shares issued upon exercise
the Warrants of the Warrants must be paid up in full, at the time of the exercise of the Warrants in cash.
To exercise their Warrant, holders will have to apply to the Company.
Exercise period of The Warrants will be exercisable at any time from the date of their grant and up to and
the Warrants including 31 December 2029. The Warrants not exercised on this date will lose all value and
will become null and void (the "Exercise Period").

Minimum Unless the Warrant holder does not hold enough Warrants, any request to exercise the
Exercise Ratio of Warrants must relate to a minimum of 1,000,000 Warrants allowing the subscription to a
the Warrants minimum of 1,000,000 new Tonner Drones shares.

Payment of the The Warrant holder may request payment of the exercise price of the Warrants in cash and/or
exercise price of by way of set-off against the debt owed to him/it by the Company under the Bonds he holds.
the Warrants

Release of new The new shares resulting from the exercise of the Warrants must be fully paid up when they
shares subscribed are subscribed.
upon exercise of
the warrants and The new shares resulting from the exercise of the Warrants will carry current dividend rights
dividend date and will be listed on the same listing line as the old shares.



Lapse of Warrants Warrants that have not been exercised by midnight on 31 December 2029 at the latest will
lapse and lose all value.

Listing of the The Warrants will not be listed.
Warrants

Exercise To exercise their Warrants, holders must make a request to the Company. The exercise
procedures request must relate to a minimum of 1,000,000 Warrants allowing the subscription for a
minimum of 1,000,000 new Tonner Drones shares.

Delivery of new The new shares of Tonner Drones resulting from the exercise of the warrants will be
shares resulting delivered three business days following the end of the date of the exercise request received
from the exercise by the Company and the validation of the calculation.
of the warrants

Suspension of the In the event of the issuance of new equity securities or new transferable securities giving
exercise of the access to the Company's share capital, as well as in the event of a merger or demerger, the
Warrants Board of Directors reserves the right to suspend the exercise of the Warrants for a period
that may not exceed three months, as this option may not in any case cause the holders of
the Warrants to lose their rights to subscribe for new shares of the Company.

In this case, a notice will be published in the Bulletin des Annonces Légales Obligatoires
(BALO) at least seven days before the date of entry into force of the suspension to inform
the holders of the Warrants of the date on which the exercise of the Warrants will be
suspended and the date on which it will resume. This information will also be the subject of
a notice published by Euronext Paris.

Protection of the As of the issuance of the Warrants and as long as there are valid Warrants, the rights of
rights of Warrant Warrant holders will be reserved under the conditions provided for by the law and
holders regulations in force and in particular by Articles L. 228-98 et seq. of the French Commercial
Code and in particular:

- in the event of a capital reduction due to losses by reducing the number of shares,
the rights of the Warrant holders as to the number of shares to be received on
exercise of the Warrants will be reduced accordingly as if the said holders had been
shareholders from the date of issue of the Warrants,
- in the event of a capital reduction motivated by losses by way of a reduction in the
nominal value of the shares, the subscription price of the shares to which the
Warrants entitle the warrants will be equal to the nominal value of the share
immediately before said capital reduction, the issue premium being increased by
the amount of the decrease in the nominal value.
Besides:
- in the event of a capital reduction not motivated by losses by way of a reduction in
the nominal value of the shares, the subscription price of the shares to which the
Warrants entitle the warrants will be reduced accordingly,
- in the event of a capital reduction not motivated by losses by way of a reduction in
the number of shares, the holders of warrants, if they exercise their warrants, may
request the repurchase of their shares under the same conditions as if they had
been shareholders at the time of the Company's repurchase of its own shares.
In the event that, as long as the Warrants have not been exercised, the Company carries out
one of the operations mentioned below:

- issuance of equity securities with shareholders' preferential subscription rights;
- capital depreciation;
- modification of the distribution of its profits, in particular by the creation of
preferred shares;
- distribution of reserves, in cash or in kind, and share premiums.
The Company must also inform Warrant holders of the completion of the said transactions,
as well as the protective measures it has decided to put in place in their favour.

To this end, it must:

1° either enable the holders of Warrants to exercise them, if the conditions of exercise
defined by the Board of Directors of the Company are not met, so that they can immediately
participate in the transactions mentioned in the first paragraph or benefit from them, in
accordance with the provisions of Article R. 228-87 of the French Commercial Code,

2° either take the measures that will allow them, if they exercise their Warrants at a later date,
to subscribe on an irreducible basis for the new securities issued, or to obtain their allocation
free of charge, or to receive cash or property similar to those distributed, in the same
quantities or proportions and under the same conditions, except with regard to the
enjoyment, only if they had been, at the time of these transactions, shareholders, in
accordance with the provisions of Articles R. 228-88 and R. 228-89 of the French
Commercial Code,

3° either make an adjustment to the subscription conditions of the shares whose issuance
will result from the exercise of the Warrants initially planned, so as to take into account the
impact of the above-mentioned transactions, provided that such an adjustment is possible
with regard to the conditions for the exercise of the Warrants decided by the Company's
Board of Directors; the adjustment would be made by applying the method provided for in
Article R. 228-91 of the French Commercial Code, it being specified that the value of the
preferential subscription right as well as the value of the share before ex-subscription rights
would, if necessary, be determined by the Board of Directors on the basis of the
subscription, exchange or sale price per share chosen at the time of the last transaction on
the Company's capital (capital increase, contribution of securities, sale of shares, etc.) during
the six (6) months preceding the meeting of the Board of Directors, or, in the absence of
such an operation during this period, according to any other financial parameter that appears
relevant to the Board of Directors.

The Company may take simultaneously the measures provided for in 1° and 2°. It may, in
any case, replace them with the adjustment authorized in 3° if such an adjustment is possible.

In the event of a merger by absorption of the Company, each Warrant holder will be notified
and will receive the same information as if he or she were a shareholder in order to be able,
if he or she wishes, to exercise his or her right to subscribe for shares.

The Company may modify its form, its corporate purpose and the rules for the distribution
of its profits, as well as amortize its capital and issue preferred shares as provided for in
Article L. 228-98 of the French Commercial Code.

Masse of warrant In accordance with Article L. 228-103 of the French Commercial Code, the holders of
holders Warrants will be grouped into a body with legal personality and subject to provisions
identical to those provided for in Articles L. 228-47 to L.228-64, L. 228-66 and L. 228-90 of
the same Code.

The Warrant holders will appoint a representative of the Warrant holders masse (the "Warrant
holder Representative") in accordance with the law.
The Warrant holder Representative will have, without restriction or reservation, the power
to perform on behalf of the masse of Warrant holders all management acts for the defence
of the common interests of Warrant holders.

He/she will exercise his functions until his resignation, his dismissal by the general meeting
of the holders of Warrants or the occurrence of an incompatibility. His term of office shall
automatically cease at the end of a period of two months from the end of the Exercise
Period. This term shall, if necessary, be extended by operation of law, until the final
resolution of the ongoing proceedings in which the representative is involved and the
execution of the decisions or settlements reached.

The representative of the masse will not receive any remuneration.

Settlement of Any holder of Warrants exercising their rights under the Warrants may subscribe for a
fractional shares number of new shares of the Company calculated by applying the current exercise parity to
the number of Warrants presented.

When, as a result of the completion of one of the transactions mentioned in the previous
paragraph, the holder of Warrants exercising them is entitled to a number of new shares
forming a "fractional", he may request that the following be allocated to him:

- or the immediately lower whole number of new shares; in this case, the Company
will pay him a cash balance equal to the product of the fraction of the share forming
"broken" by the value of the share. The value of the share will be assessed on the
basis of the first quoted price of the Company's shares on Euronext Growth Paris
or on any other market on which the Company's shares will be listed during the
trading session preceding the date of filing of the request to exercise the rights
attached to the Warrant;
- or the next higher whole number of new shares, on condition that the Company is
paid a sum equal to the value of the additional fraction of a share thus requested,
valued on the basis provided for in the preceding paragraph.
Informing In the event of an adjustment, the new conditions of exercise will be brought to the attention
Warrant holders in of the holders of Warrants resulting from this issue by means of a notice published in the
the event of an Bulletin des Annonces Légales Obligatoires (BALO).
adjustment
The Executive Board will report on the calculation elements and the results of the
adjustment in the first annual report following the adjustment

Purchases by the The Company reserves the right to make purchases of Warrants at any time, without
Company and limitation of price or quantity. Warrants purchased will cease to be considered as outstanding
cancellation of and will be cancelled, in accordance with Article L.225-149-2 of the French Commercial
warrants Code.

Other markets and None
places

Date of issue of the The new shares will be issued as the Warrants are exercised before 31 December 2029.
new shares

Listing and nature The new shares resulting from the exercise of the Warrants will be ordinary shares of the
of the new shares Company, of the same class as the existing shares of the Company. As soon as they are
resulting from the admitted to trading on the Euronext Growth Paris market, they will be assimilated to the
exercise of the Company's old shares.
Warrants
The new shares resulting from the exercise of the Warrants will be subject to periodic
applications for admission to trading on Euronext Growth Paris and will be tradable on the
same line as the existing old shares. They will be traded under the same ISIN code as the
Company's existing shares, ISIN FR001400H2X4.

Dividend date The new shares resulting from the exercise of the Warrants will carry current dividend rights
and will be listed on the same listing line as the existing shares.

Form The new shares may be in registered or bearer form, at the option of the holders.
Negotiability of There is no clause in the articles of association limiting the free trading of the shares making
new shares up the Company's share capital. The new shares will therefore be freely negotiable

Miscellaneous

Representations of The Company has given representations and warranties that are customary for a
the Company transaction of this nature. These representations and warranties relate to the
following matters:
▪ the correct incorporation of the Company
▪ the composition of the share capital
▪ fair presentation of the financial statements and compliance with
accounting principles
▪ the absence of any liabilities other than those disclosed in the financial
statements


Confidentiality However, the Company will make a public announcement of the transaction contemplated
under this agreement as required by law or regulation.

Insider List As from the date hereof, the Company shall register the holders of Bonds and Warrants on a
list of occasional insiders up until the earliest of the date of public announcement of the
transaction contemplated.