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

Feb 13, 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 (SEE “OFFER AND DISTRIBUTION RESTRICTIONS” BELOW). 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, 13 February 2025

CM.COM N.V. SUCCESSFULLY RAISES €20 MILLION THROUGH AN ACCELERATED BOOKBUILD OFFERING OF NEW SHARES

• CM.com has closed its equity offering of new ordinary shares in the capital of the Company
• The new shares have been successfully placed at a price of €6.70 per share, resulting in gross proceeds of €20 million
• Proceeds will be used to strengthen CM.com's balance sheet and provide greater operational and tactical flexibility during the next phase of the Company's growth plan

CM.com N.V. (CM.com or the Company), a global Conversational Commerce platform, has successfully raised €20 million through an upsized accelerated bookbuild offering (the Placing) of 2,985,075 new ordinary shares in the capital of the Company (representing c. 10.3% of existing issued share capital) (the New Shares). The New Shares have been placed with institutional investors and members of the management of CM.com at an issue price of €6.70, representing a discount of 4.96% to the closing price of CM.com shares prior to announcement of the Placing on 12 February 2025 and a discount of 2.47% to the 5-day VWAP of €6.87.

The Placing was announced alongside a concurrent invitation to the holders (the Bondholders) of all of CM.com's outstanding convertible bonds (the Bonds) (i) to tender their Bonds for purchase by the Company for cash (the Tender Offer); and (ii) to consent to certain modifications to the terms and conditions of the Bonds (such invitation, the Consent Solicitation and together with the Placing and the Tender Offer, the Transaction).

For full details of the Tender Offer and Consent Solicitation please refer to yesterday's announcement of the Transaction dated 12 February 2025.

Transaction rationale

Given current market conditions, the Company is taking proactive steps to address the upcoming maturity of the Bonds in September 2026 early through the Transaction and to extend the maturity profile of its debt. CM.com believes this improved financial flexibility will further help it execute on its strategy, with the Transaction being undertaken at a time when the Company has achieved positive EBITDA and free cash flow.

The Placing

Allocation of the New Shares has taken place today, 13 February 2025. Payment and delivery of the New Shares as well as admission to listing and trading of the New Shares are expected to take place on 17 February 2025. The New Shares will rank pari passu in all respects with the existing shares of CM.com and will be issued under the Company's shareholder authorisation as provided by the General Meeting.

The New Shares have been offered to certain eligible institutional investors in certain jurisdictions outside the United States in "offshore transactions" within the meaning of, and pursuant to, Regulation S under the U.S.

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Securities Act of 1933 (the Securities Act), including qualified investors in the European Economic Area and the United Kingdom, as well as in reliance on any other exemption under the Prospectus Regulation. Within the United States, the New Shares have been sold exclusively to a limited number of "qualified institutional buyers" as defined in Rule 144A under the Securities Act in transactions exempt from, or not subject to, the registration requirements under the Securities Act.

In relation to the Placing, the Company and the members of its management board (Messrs J. van Glabbeek, G.F.A.M. Gooijers and J.P.M. de Graaf), are subject to customary lock-up undertakings ending 90 and 365 calendar days after the closing of the Placing respectively, subject to customary exceptions as well as waiver by the Joint Global Coordinators.

Syndicate

ABN AMRO Bank N.V., in cooperation with ODDO BHF SCA, and ING Bank N.V. are acting as Joint Global Coordinators and Joint Bookrunners (the Joint Global Coordinators) and HSBC Continental Europe is acting as Joint Bookrunner (collectively, the Banks) on the Placing.

Investor relations

Serge Enneman
investor.relations@cm.com
Tel.: +31 6 43280788

IMPORTANT NOTICE

This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by the Company in any jurisdiction where such offer or sale would be unlawful.

Neither this announcement nor the publication in which it is contained is for publication or distribution, directly or indirectly, in whole or in part, in or into the United States of America, including its territories and possessions, any state of the United States and the District of Columbia (the United States). The information in this announcement does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, subscription rights or other securities in the Company in any jurisdiction. Any securities referred to herein have not been and will not be registered under the Securities Act, and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (MiFID II); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the MiFID II Product Governance Requirements), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the New Shares have been subject to a product approval process, which has determined that such New Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the Target Market Assessment). Notwithstanding the Target Market Assessment, distributors should note that: the price of the New Shares may decline and investors could lose all or part of their investment; the New Shares offer no guaranteed income and no capital protection; and an investment in the New Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any

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investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the New Shares and determining appropriate distribution channels.

The Banks and their respective affiliates expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

In connection with the Placing, each of the Banks and any of their affiliates may take up a portion of the New Shares as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such New Shares and other securities of the Company or related investments in connection with the transaction or otherwise. In addition, each of the Banks and any of their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the each of Banks and any of their affiliates may from time to time acquire, hold or dispose of New Shares. Accordingly, references to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Joint Bookrunners and any of their affiliates acting in such capacity. The Banks or any of their affiliates do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

The Banks are acting exclusively for the Company and no-one else in connection with the Placing. They will not regard any other person as their respective clients in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Placing, the contents of this press release or any transaction, arrangement or other matter referred to herein. None of the Banks or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this press release (or whether any information has been omitted from the press release) or any other information relating the Company or any of their subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this press release or its contents or otherwise arising in connection therewith.

These materials are for information purposes only and are not intended to constitute, and should not be construed as, an offer to sell or subscribe for, or the announcement of a forthcoming offer to sell or subscribe for, or a solicitation of any offer to buy or subscribe for, or the announcement of a forthcoming solicitation of any offer to buy or subscribe for, ordinary shares in the share capital of the Company (such shares, the Securities) in the United States or in any other jurisdiction. No offer to sell or subscribe for Securities, or announcement of a forthcoming offer to sell or subscribe for Securities, or solicitation of any offer to buy or subscribe for Securities, or announcement of a forthcoming solicitation of any offer to buy or subscribe for, Securities will be made in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction, and the distribution of this communication in jurisdictions may be similarly restricted.

Persons into whose possession this communication comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the security laws of any such jurisdiction.

Some of the information in these materials may contain projections or other forward-looking statements regarding future events or the future financial performance of the Company. You can identify forward-looking statements by terms such as "expect", "believe", "anticipate", "estimate", "intend", "will", "could", "may" or "might", the negative of such terms or other similar expressions. The Company wishes to caution you that these statements are only predictions and that actual events or results may differ materially. The Company does not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in projections or forward-looking statements of the Company, including, among others, general economic conditions, the competitive environment, rapid technological and market change in the

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industries the Company operates in, as well as many other risks specifically related to the Company and its operations.

Neither these materials nor any copy of it may be taken or transmitted, directly or indirectly, into the United States, Australia, Canada or Japan. These materials do not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase or subscribe nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore. The offer and the distribution of these materials and other information in connection with the listing and offer in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The Company has not authorised any offer to the public of Securities in any Member State of the European Economic Area. With respect to any Member State of the European Economic Area (each a Relevant Member State), no action has been undertaken or will be undertaken to make an offer to the public of Securities requiring publication of a prospectus in any Relevant Member State. As a result, the Securities may only be offered in Relevant Member States: (i) to any legal entity which is a "qualified investor" as defined in the Prospectus Regulation; or (ii) in any other circumstances falling within Article 1(4) of the Prospectus Regulation; provided that no such offer of Securities shall result in a requirement for the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Regulation and each person who initially acquires Securities or to whom any offer is made will be deemed to have represented, warranted and agreed to and with the Company that it is a "qualified investor" within the meaning of the Prospectus Regulation. For the purpose of this paragraph, the expression "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable the investor to decide to exercise, purchase or subscribe for the Securities and the expression "Prospectus Regulation" means Regulation (EU) 2017/1129 and amendments thereto.

Any such investor will also be deemed to have represented and agreed that any Securities acquired by it in the contemplated offering of Securities have not been acquired on behalf of persons other than such investor. This announcement is not an advertisement within the meaning of the Prospectus Regulation and does not constitute a prospectus.

In the United Kingdom, this document, the Placing and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" (as defined under Regulation (EU) 2017/1129 as it forms part of the law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 and who are also: (i) persons who have professional experience in matters relating to investments and who are "investment professionals" within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order) or high net worth entities falling within Article 49(2)(a) to (d) of the Order (and only where the conditions contained in those articles have been, or will at the relevant time be, satisfied) or (ii) other persons to whom they may otherwise lawfully be directed (all such persons together being referred to as "relevant persons"). Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it.