CM.com N.V. — Capital/Financing Update 2025

Mar 6, 2025

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIES AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014.

NOT FOR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED) (U.S. PERSON) OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (TOGETHER, THE UNITED STATES) OR INTO ANY OTHER JURISDICTION OR TO ANY OTHER PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY ANY SECURITIES ISSUED BY THE COMPANY IN THE UNITED STATES OR IN ANY JURISDICTION WHERE SUCH OFFER OR SALE WOULD BE UNLAWFUL.

Breda, The Netherlands 6 March 2025

ANNOUNCEMENT OF RESULTS OF THE MEETING

On 12 February 2025, CM.com N.V. (CM.com or the Company) announced an invitation to the holders (the Bondholders) of its outstanding €100 million 2.00% convertible bonds due 2026 (ISIN: XS2384606468) (the Bonds) issued by the Company:

(i) to tender their Bonds for purchase by the Company for cash (the Tender Offer) subject to the satisfaction (or waiver by the Company) of the Offer Condition (as defined in the Tender and Consent Memorandum (as defined below)); and
(ii) to consent to certain modifications to the terms and conditions of the Bonds (the Conditions), as proposed by the Company (the Proposal) for approval by Extraordinary Resolution at a virtual meeting of Bondholders (the Meeting) (such invitation, the Consent Solicitation),

each on the terms of and subject to the conditions set out in the tender and consent memorandum dated 12 February 2025 (the Tender and Consent Memorandum), including the offer and distribution restrictions described in the Tender and Consent Memorandum.

Capitalised terms used and not otherwise defined in this announcement have the meanings given to them in the Tender and Consent Memorandum.

Results of the Meeting

NOTICE IS HEREBY GIVEN to Bondholders that, at the Meeting, the Extraordinary Resolution was duly passed and became unconditional.

As separately announced by the Company on 24 February 2025, the Company will accept for purchase in cash all Bonds validly tendered pursuant to the Tender Offer, representing the full outstanding amount of €100 million. Following settlement, no Bonds will remain outstanding, and the Bonds will be cancelled and therefore, the Company currently does not intend to implement the Extraordinary Resolution.

Settlement of the purchase of the Bonds is expected to take place on 11 March 2025.

Early Voting Fee

As further described in the Tender and Consent Memorandum, the Early Voting Fee was available to Bondholders (whether Eligible Bondholders or Ineligible Bondholders) that validly delivered Solicitation Instructions to the Tender and Tabulation Agent in favour of the Extraordinary Resolution by the Early Deadline (and did subsequently revoke such instructions). No Solicitation Instructions were received by the Tender and Tabulation Agent by the Early Deadline and as such, no Early Voting Fee will be payable by the Company.

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For the avoidance of doubt, Bondholders who submitted valid Tender Instructions will not be eligible to receive the Early Voting Fee in respect of the relevant Bonds (but the Early Purchase Price already includes an amount equal to the Early Voting Fee).

HSBC Continental Europe (Attention: EMEA Equity Linked; Email: hsbc.emea.equity.linked@hsbc.com) is acting as Lead Dealer Manager, ABN AMRO Bank N.V., in cooperation with ODDO BHF SCA, (Attention: ECM Syndicate; Email: mail_ecm_syndicate@nl.abnamro.com) and ING Bank N.V. (Attention: ECM Syndicate; Email: equitysyndicate@ing.com) are acting as Co-Dealer Managers and Kroll Issuer Services Limited (Telephone: +44 207 704 0880; Attention: Jacek Kusion / Scott Boswell; Email: cm.com@is.kroll.com) is acting as Tender and Tabulation Agent.

This announcement is released by CM.com N.V. and contains information in relation to the Bonds that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to the Tender Offer, the Consent Solicitation and/or the Proposal described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Jörg de Graaf, CFO CM.com.

DISCLAIMER

This announcement must be read in conjunction with the Tender and Consent Memorandum. This announcement and the Tender and Consent Memorandum contain important information which should be read carefully before any decision is made with respect to the Tender Offer, the Consent Solicitation or the Proposal. If any Bondholder is in any doubt as to the contents of the Tender and Consent Memorandum or the action it should take or is unsure of the impact of the implementation of the Consent Solicitation, the Proposal, the Extraordinary Resolution or the Tender Offer, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender Bonds for purchase in the Tender Offer or otherwise participate in the Tender Offer, the Consent Solicitation or the Proposal. None of the Dealer Managers, the Tender and Tabulation Agent, the Trustee, the Company or any of their respective directors, officers, employees or affiliates makes any recommendation on or as to whether Bondholders should tender Bonds in the Tender Offer or otherwise participate in the Proposal.