MHM Corporate: announces the launch of a capital increase with preferential subscription rights for a maximum amount of approximately EUR1.1 million -2-

DJ MHM Corporate: announces the launch of a capital increase with preferential subscription rights for a maximum amount of approximately EUR1.1 million

MHM Corporate 
MHM Corporate: announces the launch of a capital increase with preferential subscription rights for a maximum amount of 
approximately EUR1.1 million 
01-Sep-2026 / 20:00 CET/CEST 
Dissemination of a French Regulatory News, transmitted by EQS Group. 
The issuer is solely responsible for the content of this announcement. 
 
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Press release 
 
This press release may not be published, distributed or disseminated, directly or indirectly, in or into the United 
Kingdom, the United States of America, Australia, Canada or Japan. 
 
MHM Corporate announces the launch of a capital increase with preferential subscription rights for a maximum amount of 
approximately EUR1.1 million 
  
 
   -- Subscription price: EUR0.011 per new share, representing a discount of 94.16% to the closing price of 25 
  August 2026 
   -- Maximum amount of approximately EUR1,109,287 through a capital increase with preferential subscription 
  rights ("DPS") in the form of new shares 
   -- Subscription ratio: 28 new shares for 1 existing share (a 28-fold increase), representing dilution of 
  approximately 96.6% for shareholders who do not participate in the Operation 
   -- Concomitantly with the settlement of the Operation, partial early redemption of the Company's ORA through 
  the delivery of 44,000,000 new shares 
   -- The Operation is fully guaranteed by subscription commitments received to date 
   -- Subscription period from 8 to 18 September 2026 inclusive 
Paris, France - September 1st 2026, 20:00 - MHM CORPORATE ("MHM") (i) announces the launch of a capital increase with 
preferential subscription rights ("DPS"), for a maximum gross amount of EUR1,109,287 (the "Operation"), by issuing up to 
100,844,240 new shares at a subscription price of EUR0.011 per new share (the "Price"), on the basis of 28 preferential 
subscription rights ("DPS") per existing share, each DPS giving the right to subscribe to 1 new share. The Operation 
may be increased by up to 15% in the event of oversubscription, i.e. up to a maximum of 115,970,875 new shares for a 
maximum gross amount of EUR1,275,680. 
 
Concomitantly with the settlement of the Operation, and making use of the early redemption clause provided for in the 
relevant agreements, the Company will proceed with the partial early redemption of the bonds redeemable in shares 
("ORA") held by Mr. Diede van den Ouden (ORA 1 and ORA 2) and by Tonner Drones (ORA 2), through the delivery of 
22,000,000 new shares to each of them, i.e. 44,000,000 new shares in total (the "ORA Redemption"). Mr. Diede van den 
Ouden and Tonner Drones have each indicated their intention to support the Company over the long term, becoming 
supportive and strategic shareholders of the Company. 
 
"With the appointment of the new Board of Directors on 17 July 2026, MHM Corporate completed its restructuring - 
marking a fresh start for the Company. This capital increase is a decisive step: it provides the Company with fresh 
capital, and I am pleased with the continued support of our financial partners. The Operation is 100% guaranteed, which 
gives us a stable financial position going forward. In addition, the number of ORA outstanding will be reduced, as our 
financial partners have agreed to convert their ORA into shares - becoming strategic shareholders each holding a 15% 
stake," said Rudie Reedijk, Chairman and CEO of the Company. 
 
Company's situation prior to the Operation 
 
Prior to the Operation, the Company's cash position stood at EUR50,037 as at 30 June 2026, the most recent available 
date. 
 
The Company's available cash remains very limited. In order to secure the Company's funding until completion of the 
Operation, the Company has obtained comfort letters from its principal creditors, Mr. Diede van den Ouden and Tonner 
Drones, agreed with the statutory auditors, together with short-term funding agreements intended to cover its cash 
needs as bridge financing pending completion of this capital increase. 
 
Objectives of the Operation 
 
The Operation, together with the ORA Redemption, will enable the Company to pursue the following objectives: 
 
   -- strengthen the Company's equity and cash position; 
   -- enable the partial early redemption of the ORA, thereby reducing the Company's financial indebtedness; 
 
   -- pay off outstanding supplier debts; 
   -- settle former liabilities incurred under previous management, for which settlement agreements have been 
  reached. 
The net proceeds of the Operation are intended to be applied as follows: 
 
   -- repayment of legacy supplier creditors from previous management, for which settlement agreements are 
  already in place; 
   -- costs incurred to date in connection with the Company's restructuring (legal, accounting and statutory 
  auditor fees) and with the preparation of the Operation; 
   -- a guarantee commission of 10% payable to the guarantor subscribers, i.e. approximately EUR110,900 (based on 
  the EUR1,109,000 of subscription commitments received to date), together with other prospectus-related costs; 
   -- the balance, approximately EUR350,000, retained as working capital. 
The Company estimates that, following application of the net proceeds as set out above, its working capital statement 
will be positive over a horizon of approximately 12 months from the settlement date. 
 
Following the Operation, the Company will be in a stable financial position, ready to build a healthy business, well 
positioned for the future. 
 
The Company is currently working on defining its new strategy and, as of the date of this press release, has not 
identified any potential business activity. 
 
Share and DPS Codes 
 
Company LEI Code: 969500SYCOPKNKYE9T19 
 
Listing location: Euronext Paris, Compartiment C 
 
Share label: MHM CORPORATE 
 
ISIN code of the share: FR001400IE67 
 
Share mnemonic: MHM 
 
ISIN code of preferential subscription rights (DPS): FR001401AXXX 
 
Nature and legal framework of the Operation 
 
Making use of the delegation granted pursuant to resolution No. 14 of the Company's combined general meeting of 2 
February 2026, the Company's board of directors, at its meeting on 26 August 2026, decided to carry out a capital 
increase with maintenance of the DPS and the concomitant partial early redemption of the ORA, the terms of which are 
detailed in this press release. 
 
Number of shares to be issued 
 
The maximum total number of new shares to be issued under the Operation, with a nominal value of EUR0.011 each, amounts 
to 100,844,240 (or up to 115,970,875 in the event the extension clause described below is exercised in full), at a unit 
subscription price of EUR0.011, i.e. maximum gross issue proceeds of EUR1,109,287 (or up to EUR1,275,680 with the extension 
clause). 
 
In addition, and concomitantly with the settlement of the Operation, 44,000,000 new shares will be issued to Mr. Diede 
van den Ouden and to Tonner Drones as partial early redemption of their ORA, as described above. These shares are 
issued pursuant to the ORA agreements and not pursuant to the DPS, and will be issued at the same price as the 
Operation, i.e. at par value (EUR0.011 per share). 
 
This number of shares was determined in consideration of the number of shares of the Company currently in circulation, 
i.e. 3,601,580 shares as of the date of this press release. 
 
Subscription price 
 
The unit subscription price of a new share is EUR0.011, and must be fully paid up upon subscription. 
 
The subscription price shows a discount of 94.16% compared to the closing price of the MHM Corporate share on 25 August 
2026 (EUR0.1885), being the last trading session preceding the setting of the issue price by the board of directors. 
 
This discount level reflects the Company's specific situation: the Company has had no operating activity since the 
disposal of its former subsidiaries at the end of 2024, has recorded successive losses, and its capital structure has 
been significantly affected by accumulated losses. The price was set at a level considered necessary by the board of 
directors to secure the success of the Operation, which the board considers essential to the Company's continued 
financial stability, and is consistent with discount levels observed in comparable capital increases carried out by 
other French small-cap issuers in financial difficulty. 
 
For information purposes, on the basis of the closing price of 1 September 2026 (EUR0.1785), the theoretical ex-rights 
price (TERP) would be EUR0.0168, calculated as (3,601,580 existing shares × EUR0.1785 + 100,844,240 new shares × EUR0.011) / 
(3,601,580 + 100,844,240 shares). On this basis, the Price represents a discount of approximately 34.4% to the TERP. 
The theoretical value of the 28 DPS attached to one existing share would be EUR0.1617 (the difference between the closing 
price and the TERP), representing a theoretical value per individual DPS of approximately EUR0.0058. This individual DPS 
value reflects the Company's choice to allocate 28 DPS per existing share, rather than a single DPS per share with a 
parity of 28 new shares for 1 DPS, so that each individual DPS remains a small, tradable unit; the aggregate 
theoretical value attached to one existing share is unaffected by this choice. These figures are indicative and will be 
recalculated on the basis of the official closing price of the Company's share on the trading session preceding the 
setting of the definitive terms of the Operation by the board of directors. 
 
Terms of the capital increase 
 
Share capital before the Operation 
 
The share capital of MHM Corporate is composed of 3,601,580 shares, fully subscribed and paid up, with a nominal value 
of EUR0.011 each, i.e. a share capital of EUR39,617.38. 
 
By decision of the board of directors of 26 August 2026, the nominal value of the shares was reduced from EUR0.0125 to 

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DJ MHM Corporate: announces the launch of a capital increase with preferential subscription rights for a maximum amount of approximately EUR1.1 million -2-

EUR0.011 by way of set-off against prior losses, so as to align it with the Price. This reduction was announced by press 
release on 26 August 2026. 
 
Subscription opening and closing dates 
 
Subscription to the new shares will be open from 8 September 2026 to 18 September 2026 inclusive. 
 
Preferential subscription right 
 
The subscription of new shares is reserved, by preference, for existing shareholders, as well as transferees of DPS, 
who may subscribe on an irreducible basis. Shareholders who do not hold, by virtue of their irreducible subscription, a 
sufficient number of old shares or DPS to obtain a whole number of new shares may buy or sell the number of DPS 
allowing them to reach the multiple leading to a whole number of new shares. 
 
A right to subscribe to shares on a reducible basis is hereby established for the benefit of shareholders and 
transferees of DPS, which will be exercised in proportion to their preferential rights actually exercised and within 
the limit of their requests. 
 
Subscriptions will be satisfied in the following order of priority: first, subscriptions made on an irreducible basis 
(à titre irréductible); then, for any new shares not subscribed on an irreducible basis, subscriptions made on a 
reducible basis (à titre réductible), allocated in proportion to the DPS actually exercised and within the limit of 
requests made; and finally, where applicable, free subscriptions (souscription à titre libre) pursuant to Article L. 
225-134 of the French Commercial Code. The board of directors, or the Chief Executive Officer acting under 
sub-delegation, will determine the final allocation among these categories once the results of the subscription period 
are known. 
 
The DPS will be detached on 3 September 2026 for the benefit of holders of existing shares recorded in their securities 
account at the end of the accounting day preceding that date, at the rate of 28 DPS per existing share of the Company. 
They will be listed and traded on Euronext Paris, under the ISIN code FR001401AXXX, from 4 September 2026 to 16 
September 2026 inclusive. 
 
The funds paid in support of the subscriptions will be centralized by CIC Corporate & Institutional Banking, which will 
be responsible for establishing the certificate of deposit of funds recording the completion of the capital increase 
and the issue of the new shares. 
 
Subscription terms for non-shareholder investors of MHM Corporate 
 
Any investor who is not a shareholder of MHM Corporate can subscribe in two ways: 
 
   -- either by acquiring DPS on the stock market from 4 September 2026 to 16 September 2026 inclusive, through 
  the financial institution in charge of the securities account and by exercising, no later than 18 September 2026, 
  the DPS with the latter; 
   -- or, where applicable, by subscribing freely, in accordance with Article L. 225-134 of the French 
  Commercial Code, up to and including 18 September 2026. 
Characteristics of the new shares 
 
The new shares, which will be subject to all statutory provisions, will be created with current enjoyment. They will be 
assimilated to the old shares upon their issue and will be admitted to trading on Euronext Paris, Compartiment C, on 
the same listing line as the existing shares. 
 
Settlement-delivery and admission of the new shares (including the shares issued pursuant to the ORA Redemption) to 
Euronext Paris are scheduled for 25 September 2026. 
 
Indicative timetable for the Operation 
 
Date      Event 
 
26 August 2026 Board of Directors approving the reduction of the nominal value of the shares to EUR0.011, the final 
        terms of the Transaction, its launch scheduled for September 2, 2026. 
 
 
1 September   Press release announcing the Operation. 
2026 
 
 
2 September   Publication of the notice in the BALO; 
2026      Publication of the Euronext notice relating to the transaction. 
 
4 September   Detachment of the DPS and start of DPS trading on Euronext Paris 
2026 
 
 
8 September   Opening of the subscription period; start of the DPS exercise period 
2026 
 
 
16       Last day of DPS trading 
September2026 
 
 
18 September  Closing of the subscription period, expiration and loss of value of unexercised subscription rights 
2026 
 
 
23 September  Press release announcing the results of the Operation; 
2026      Publication by Euronext Paris of the notice of admission of the final amount of the capital increase 
        and the schedule for the allocation of subscriptions on a reducible basis 
 
 
25 September  Issue of the new shares (Operation and ORA Redemption); admission to trading on Euronext Paris 
2026 

Guarantee and subscription commitments

The Operation is not subject to a performance guarantee within the meaning of Article L. 225-145 of the French Commercial Code. Trading in the new shares will therefore only begin after the settlement-delivery operations have been completed and the depositary's certificate has been issued.

The Company has, to date, received subscription commitments covering the entirety of the Operation, including in particular the following commitments, each representing more than 5% of the amount of the Operation:

-- Crazy Duck BV: EUR484,000;

-- Sitimo Ltd.: EUR250,000;

-- Mr. Suwerink: EUR175,000;

-- Mr. Hillen: EUR100,000.

These subscription commitments are given on a free (non-priority) basis, within the meaning of Article L. 225-135 of the French Commercial Code, and do not benefit from any priority in the allocation of shares relative to other subscribers.

The four investors referred to above, who together underwrite approximately 90% of the Operation, are not affiliated with Mr. Diede van den Ouden and/or Tonner Drones. All four are established within the European Union (the Netherlands and Cyprus); given the Company's absence of operational activity and the absence of any activity in a sector regulated under French foreign investment control rules, the Operation does not raise any foreign investment screening issue.

Notwithstanding the potential shareholding of these investors following the Operation, there will be no change to the composition of the Company's board of directors as a result of the Operation.

Distribution of share capital

For indicative purposes and to the Company's knowledge, the distribution of the Company's share capital and voting rights, before the Operation, after the capital increase alone (100%, excluding exercise of the Extension Clause), and after the capital increase together with the ORA Redemption, would be as follows, assuming the Operation is subscribed in accordance with the subscription commitments received (i.e. that existing shareholders do not otherwise participate):

Shareholders    Before the         After the capital         After the capital increase and    
          Operation         increase (100%)         the ORA Redemption 
 
 
          Shares      %    Shares         %    Shares              % 
 
Diede van den   0        0.00%  0            0.00%  22,000,000            14.82% 
Ouden 
 
 
Tonner Drones   0        0.00%  0            0.00%  22,000,000            14.82% 
 
Crazy Duck BV   0        0.00%  44,000,000       42.13%  44,000,000            29.64% 
 
Sitimo Ltd.    0        0.00%  22,727,273       21.76%  22,727,273            15.31% 
 
Mr. Suwerink    0        0.00%  15,909,091       15.23%  15,909,091            10.72% 
 
Mr. Hillen     0        0.00%  9,090,909        8.70%  9,090,909            6.12% 
 
Other committed  0        0.00%  9,090,909        8.70%  9,090,909            6.12% 
investors 
 
 
OTT Héritage    577,632     16.04%  577,632         0.55%  577,632             0.39% 
 
FIPP        343,269     9.53%  343,269         0.33%  343,269             0.23% 
 
Public       2,680,679    74.43%  2,680,679        2.57%  2,680,679            1.81% 
 
Total       3,601,580    100.00% 104,445,820       100.00% 148,445,820           100.00% 

As of the date of this press release, none of the guarantor subscribers, nor Mr. Diede van den Ouden or Tonner Drones, holds any ordinary shares of the Company; the entirety of the stake shown in their name in the "After" columns results from the Operation and the ORA Redemption. The figures above are given for purely indicative purposes and will depend on the final DPS subscription rate.

The Company has not received any prior indications or commitments from its existing shareholders regarding their participation in the Transaction

The Company confirms, to the best of its knowledge, the absence of any concert action or shareholders' agreement between its shareholders as of the date of this press release. Taking into account the dilution resulting from the Operation and the ORA Redemption, no shareholder would cross the mandatory tender offer threshold set out in Article L. 433-3 of the French Monetary and Financial Code (30% of the share capital or voting rights), the highest individual post-Operation holding (Crazy Duck BV, at approximately 29.64%) remaining below that threshold.

Impact of the Operation on a shareholder's stake (dilution)

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