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. THE SECURITIES OFFERED WILL NOT BE OR HAVE NOT BEEN REGISTERED UNDER THE ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM REGISTRATION REQUIREMENTS.

Breda, The Netherlands, 12 February 2025

CM.COM N.V. ANNOUNCES THE LAUNCH OF AN ACCELERATED BOOKBUILD OFFERING OF NEW SHARES AND A CONCURRENT TENDER OFFER AND CONSENT SOLICITATION FOR ITS OUTSTANDING CONVERTIBLE BONDS

CM.com N.V. (CM.com or the Company), a global Conversational Commerce platform, today announces the launch of an accelerated bookbuild offering through the issuance of new ordinary shares for an aggregate amount of EUR 17.5 million (with the potential to upsize to EUR 22.5 million) (the Placing) and a concurrent invitation to the holders of all of its 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 (together the Transaction).

Simultaneous with the announcement of the Transaction, CM.com has also entered into a new €80 million revolving credit facility with ABN AMRO, HSBC and ING (the Facility), which will replace the Company's existing €15 million standby revolving credit facility with HSBC. The Facility has an initial term of 3 years (with two one-year extension options) and an interest rate of EURIBOR + approximately 5% depending on the Company's net leverage ratio. Together with cash on the balance sheet, the Facility is to be used for the repurchase of the Company's outstanding Bonds via the Tender Offer. Once the Bonds have been repurchased in full, the terms of the Facility allow any additional available funds to be used for general corporate purposes. The proceeds from the Placing will strengthen CM.com's balance sheet and provide greater operational and tactical flexibility during the next phase of the Company's growth plan. Drawdown of the Facility is conditional on the successful completion of the Placing and subject to the Company accepting for purchase any Bonds validly tendered.

More details on the Transaction will be announced imminently via the Company's website on https://www.cm.com/investor-relations/convertible-bonds/.

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.