Capital measures and change of name

Invitation to the Annual General Meeting of tmc Content Group AG on 16 June 2025 published: Capital measures and change of name planned.

The Board of Directors of tmc Content Group AG (ISIN CH0557519201, WKN A2QQQU) announces that it will propose the following resolutions on amendments to the company's Articles of Association to the Annual General Meeting on 16 June 2025:

1. Company name

The Board of Directors has decided to rebrand the company and will propose to the Annual General Meeting that the company name be changed from tmc Content Group AG to VIDINEXT AG.

2. Capital reduction through par value reduction and currency exchange from CHF to EUR

At the Annual General Meeting, the Board of Directors will propose a capital reduction through a reduction in par value and a currency change from Swiss francs to euros, with retroactive effect from 1 January 2025.
The purpose of the par value reduction is to equalise the market value of the shares at par value and to cover the losses incurred to date. Any surplus is to be allocated to the reserves. The nominal value per share will therefore now be EUR 0.20 instead of CHF 1.00, which will reduce the nominal share capital from the current CHF 41,000,000.00 to EUR 8,200,000.00. However, the number of shares (41,000,000) will remain the same.
As the majority of the company's business takes place in the eurozone and the majority of its customers and suppliers are based in the eurozone, the Board of Directors will also propose that the currency of the share capital be changed to the euro (EUR) with retroactive effect from 1 January 2025 and that the accounts be kept in this currency from then on and that the accounts also be prepared in this currency. The exchange rate used is the rate published by SIX Group on January 1, 2025 (CHF 1 : EUR 1.06356).

3. Capital band and conditional share capital

Due to the capital reduction, the existing capital band is legally void. The Board of Directors will apply for approval to introduce a new capital band and amend the Articles of Association, authorising the Board of Directors to (a) increase the share capital in one or more stages by issuing a maximum of 16,100.000 registered shares with a nominal value of EUR 0.20 each by a maximum of EUR 3,220,000.00 to EUR 11,420,000.00 (upper capital band limit) or (b) to reduce the share capital in one or more steps by a maximum of EUR 4,100,000.00 to no less than EUR 4,100,000.00 (lower capital band limit).
The Board of Directors will also request approval for the introduction of conditional share capital for employee stock options by an increase in share capital excluding shareholders' subscription rights by issuing a maximum of 6,000,000 registered shares with a nominal value of EUR 0.20 each by a maximum amount of EUR 1,200,000.00 by exercising option rights (already granted or still to be granted).
Finally, the Board of Directors will apply for the approval of conditional share capital for financing, acquisitions and other purposes by an increase in share capital excluding shareholders' subscription rights by issuing a maximum of 2,400 registered shares with a nominal value of EUR 0.20 each by a maximum amount of EUR 480,000.00 through the exercise or compulsory exercise of conversion, exchange, option, subscription or similar rights to subscribe for shares that are or have been granted to shareholders or third parties.
In addition, the Board of Directors will submit further proposals that are necessary or useful for the rebranding. The full text of the invitation to the Annual General Meeting can be viewed on the website of tmc Content Group AG.

Contact:
E-mail: info@contentgroup.ch
tmc Content Group AG
Poststrasse 24
P.O. Box 1546
CH-6300 Zug
Switzerland
Tel: +41 41 766 25 30