CM.com N.V. — AGM Information 2019

Mar 19, 2019

PRESS RELEASE

Amsterdam, 18 March 2019

Dutch Star Companies ONE: AGM 30 April 2019 agenda

Dutch Star Companies ONE N.V. ("DSCO"), a special purpose acquisition company, intending to acquire a significant minority stake in a business with principal operations preferably in the Netherlands, listed on Euronext Amsterdam as of 22 February 2018 (symbol: DSC1) today announces that it will convene its annual general meeting of shareholders ("AGM") on Tuesday 30 April 2019 at 12.00 AM (CET) at the Crown Plaza Amsterdam South, George Gershwinlaan 101, 1082 MT Amsterdam.

AGENDA OVERVIEW

The AGM will discuss the following matters:

• 1. Opening remarks and announcements
• 1. Report of the board for 2018 (discussion item)
• 1. Remuneration policy 2018 (discussion item)
• 1. A. Annual accounts for 2018 (voting item)
• B. Profit retention and dividend policy (discussion item)
• 1. Discharge of the members of the board for the year 2018 (voting item)
• 1. Reappointment of the external auditor for 2019 (voting item)
• 1. Delegation to the board of the authority to issue shares and grant rights to acquire shares and to restrict or exclude pre-emptive rights (voting item)
• 1. Any other business and closing

AGM DOCUMENTATION, REGISTRATION AND PROXY

All relevant information is available on the website and can be obtained -free of charge-via ir@dutchstar1.com or during working hours at the DSCO office; Hondecoeterstraat 2E, 1071 LR Amsterdam.

Registration for the AGM is open from 2 April 2019 (the registration date) until 23 April 5:00 PM (CET). The full notice and agenda for the AGM as well as the registration and proxy forms and instructions are available (in Dutch) on the 'Important information' section of the DSCO website: https://dutchstarcompanies.com/important-information/.

Shareholders who wish to vote at the meeting are requested to register at the Registration Desk before the meeting commences on 30 April between 11.30 and 12.00 AM (CET) and to present a valid ID to allow the votes to be registered correctly.

PRESS AND INVESTOR INFORMATION

Press contacts: David Brilleslijper, +31 (0)6 10942514 or press@dutchstar1.com

Investor contacts: Dutch Star Companies ONE, David van Ass, Derk Hoek, Jeroen Looman +31 (0)20 416 1303 or ir@dutchstar1.com

BACKGROUND INFORMATION DUTCH STAR COMPANIES ONE

• The name Dutch Star Companies ONE refers to the objective of DSCO to raise capital and to acquire a significant minority stake in a single Dutch high performing 'star company' with principal business operations in Europe, preferably in the Netherlands (the "Business" Combination").
• DSCO seeks a target business with the following characteristics:
• An EBITDA between € 25,000,000 to € 75,000,000 million;
• A family business, carve-out or private equity exit;
• A strong competitive position within its industry, with an experienced management team;
• Active in the industrial, agriculture or maritime sector, or involved in wholesale, logistics or "smart" production; and
• A company that financially performed well in recent years rather than a business in need of a "turn-around", or significant strategic change.
• Once a concrete target business has been identified, DSCO will enter into negotiations with the target business' current owners for the purpose of agreeing a transaction.
• The board of DSCO will then convene an EGM and propose the Business Combination to the ordinary shareholders. This means that shareholders participating in the offering, will have a say in respect of the Business Combination proposed by the Board, as the affirmative vote of the general meeting is subject to a required majority of at least 70% of the votes cast. In the context of the EGM, DSCO shall prepare and publish a shareholder circular which will include the information required to facilitate a proper investment decision on the Business Combination.
• Following completion of the Business Combination, it is anticipated that the holders of Ordinary Shares in DSCO become shareholders in the target business directly and that DSCO and the target business will consolidate.
• The possible consolidation of the Company and its target business is one of the key features of the special acquisition company, and considered an attractive element for the shareholders in the target business that may be approached to form the Business Combination.

AVAILABILITY OF THE PROSPECTUS

More information about DSCO and the IPO can be found in the Prospectus dated 9 February 2018 which has been approved by the Dutch Authority for the Financial Markets, the AFM and on the website at www.dutchstarcompanies.com.

IMPORTANT LEGAL INFORMATION

THIS ANNOUNCEMENT MAY INCLUDE FORWARD-LOOKING STATEMENTS, WHICH ARE BASED ON THE COMPANY'S CURRENT EXPECTATIONS AND PROJECTIONS ABOUT FUTURE EVENTS AND SPEAK ONLY AS OF THE DATE HEREOF. BY THEIR NATURE, FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES, ASSUMPTIONS AND OTHER FACTORS BECAUSE THEY RELATE TO EVENTS AND DEPEND ON CIRCUMSTANCES THAT WILL OCCUR IN THE FUTURE WHETHER OR NOT OUTSIDE THE CONTROL OF THE COMPANY. SUCH FACTORS MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR DEVELOPMENTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. ACCORDINGLY, NO UNDUE RELIANCE SHOULD BE PLACED ON ANY FORWARD-LOOKING STATEMENTS. THE COMPANY OPERATES IN A RAPIDLY CHANGING ENVIRONMENT. NEW RISKS AND UNCERTAINTIES EMERGE FROM TIME TO TIME, AND IT IS NOT POSSIBLE TO PREDICT ALL RISKS AND UNCERTAINTIES, NOR TO ASSESS THE IMPACT THAT THESE FACTORS WILL HAVE ON THE COMPANY. FORWARD-LOOKING STATEMENTS SPEAK ONLY AS AT THE DATE AT WHICH THEY ARE MADE AND THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE THESE FORWARD-LOOKING STATEMENTS.