Green Earth Group NV — Capital/Financing Update 2023

Feb 6, 2023

Press release

DGB completes refinancing of convertible debt

03 February 2023 | 19:30h CET

DGB Group N.V. ("DGB", "the Group" or ¨the Company¨) (Euronext: DGB: NL0009169515), a leading carbon project developer and ecosystem restoration company, today announces it successfully refinanced €500,000 of convertible debt.

DRAFT DGB issued new convertible loan notes for an amount of €500.000. The conversion price is €0.65. The loan notes may convert early at the discretion of de noteholder. The loan note holder has the right to request a redemption in cash on 1 April 2023 in case no conversion has been requested before then. The loan notes bear no interest rate ("New Convertible Bond"). The note holder receives 54,747 share options with an exercise price of €1,50.

The Board of Directors used the net proceeds of Convertible Bond B to refinance existing Convertible Debt in principal due on 1 February 2023. The total convertible debt of the Group is €1.080.000.

"We are appreciative of our bonds holders continued strong support for our company and on this significant refinancing effort," said N. van Houdt, Finance Director of DGB. "In addition to extending our debt maturities, this refinancing provides us with more flexibility and capacity."

With the completion of this refinancing, DGB has no other meaningful debt maturities until 30 June 2025. DGB has issued convertible loan notes for an amount of € 580.000. The conversion price is €2,00. The loan notes shall mandatorily convert into DGB shares as of 30 June 2025. The loan notes may convert early at the discretion of DGB in case the share price of DGB exceeds €2.00 per share on 5 subsequent days. The loan note holders have no right to request a redemption in cash. The loan notes bear an interest rate of 6.00% - 7.25%.

Contact details:

DGB GROUP NV press@green.earth +31108080126

About DGB:

DGB is a project developer of high-quality large-scale carbon and biodiversity projects accredited by third parties. The Group is focused on nature conservation and helping biodiversity flourish by assisting governments and corporations in achieving net-zero. Global megatrends drive the demand for carbon credits and underpin the growth opportunities. DGB GROUP NV is a public company traded on the main Dutch stock exchange Euronext Amsterdam under the ticker symbol AEX:DGB and ISIN-code NL0009169515.. www.green.earth

Disclaimer:

DRAFT This press release does not contain (an invitation to make an) offer to buy or sell or otherwise acquire or subscribe to shares in DGB and is not an advice or recommendation to take or refrain from taking any action. This press release contains statements that could be construed as forward-looking statements, including about the financial position of DGB, the results it achieved and the business(es) it runs. Forward-looking statements are all statements that do not relate to historical facts. These statements are based on information currently available and forecasts and estimates made by DGB's management. Although DGB believes that these statements are based on reasonable assumptions, it cannot guarantee that the ultimate results will not differ materially from those statements that could be construed as forward-looking statements. Factors that may lead to or contribute to differences in current expectations include, but are not limited to: developments in legislation, technology, tax, regulation, stock market price fluctuations, legal proceedings, regulatory investigations, competitive relationships and general economic conditions. These and other factors, risks and uncertainties that may affect any forward-looking statement or the actual results of DGB are discussed in the annual report. The forward-looking statements in this document speak only as of the date of this document. Subject to any legal obligation, DGB assumes no obligation or responsibility to update the forward-looking statements contained in this document, whether related to new information, future events or otherwise.