AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

Samara Asset Group p.l.c

Investor Presentation Oct 2, 2025

10198_rns_2025-10-02_0a5a46a2-fd53-4346-bd53-68a4a3961b90.pdf

Investor Presentation

Open in Viewer

Opens in native device viewer

QUARTERLY CORPORATE PRESENTATION September 2025

www.samara-ag.com

1

IMPORTANT DISCLOSURES

This presentation (the "Presentation") has been produced for discussion purposes only. The Presentation is not a securities prospectus and the information contained therein does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada, or Japan or in any other jurisdiction in which such offer or sale would be unlawful. The securities referred to in the presentation have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended, or under any applicable securities laws of any state, province, territory, county or jurisdiction of the United States, Australia, Canada, or Japan. Accordingly, unless an exemption under relevant securities laws is applicable, any such securities may not be offered, sold, exercised, transferred, delivered or distributed, directly or indirectly, in or into the United States, Australia, Canada, or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securitiesin, the relevant jurisdiction.

In the United Kingdom, the Presentation is directed at and for distribution only to (i) investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) high net worth companies falling within article 49(2)(a) to (d) of the Order (all such persons are collectively referred to herein as "relevant persons"). The securities of the Company are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on the Presentation or any of its contents.

In member states of the European Economic Area, in which the regulation (EU) 2017/1129 as amended (the "Prospectus Regulation"), the Presentation is only addressed to persons who are 'qualified investors' within the meaning of Article 2(e) of the Prospectus Regulation.

This presentation does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase any securities in Samara Asset Group PLC (the "Company") or it's affiliates, 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 or commitment or investment decisions relating thereto, nor does it constitute a recommendation regarding any securities of the Company.

The presentation does not constitute any investment or legal advice. Any such advice must be obtained individually, taking into account the circumstances of the individual case. The historical financial information and figures related to the Company contained herein may be preliminary and subject to adjustments and modifications and may unintentionally contain errors.

All aspects of the Presentation must be considered in the context of more fulsome and independently-obtained information that may be required for any decision regarding the Presentation's subject matter. Any recipient of the Presentation should determine, in consultation with its own legal, tax, regulatory, accounting and other pertinent advisors, all economic risks and merits, as well as legal, tax, regulatory and accounting characteristics and consequences, of any transaction as it pertains to them. Past performance presented in the Presentation should not be taken as an indication or guarantee of future performance, and no representation or warranty, express or implied, is provided in relation to any aspect of the Presentation. The Company accepts no responsibility for, and expressly disclaims all liabilities relating to, any loss, whether direct or indirect, or any other kind of damage resulting from reliance upon or use of information contained in the Presentation.

Certain statementsincluded or incorporated by reference within this Presentation may constitute "forward-looking statements" in respect of the Company's operations, performance, prospects or financial condition. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions and actual results or events may differ materially from those expressed or implied by those statements. Hence, there is a considerable risk that investors face the risk of losing money they invest in the Company's securities. Accordingly, no assurance can be given that any particular expectation will be met, and reliance should not be placed on any forward-looking statement. Nothing in this Presentation should be construed as a profit forecast. All forward-looking statements relating to or included in the Presentation are qualified in their entirety by this cautionary statement.

All information in this Presentation is current at the time of publication but may be subject to change in the future. The Company and its advisors disclaim any obligation to update or revise any statements, in particular forward-looking statements, to reflect future events or developments. The Presentation is to be construed as of the date of its creation and is subject to change at any time without notice. No party makes any representation, whether express or implied, with respect to the completeness or accuracy of the Presentation, or for the fitness of the information in the Presentation for any purpose. No party shall have any obligation to update any information contained in the Presentation at any time. Nothing in this Presentation shall be construed by any party as a binding or legally enforceable commitment, contract or offer to contract with respect to its subject matter. The Presentation neither imposes any obligation, nor grants any rights with respect to, any service or transaction referenced in the Presentation, nor does it impose on any party a duty or obligation to conclude any such agreement or commitment. Any

person receiving the Presentation is deemed to have (i) accepted these legal notices and that such notices shall apply even if the Presentation in any way is shown to be erroneous, incomplete or based upon incorrect or incomplete facts, interpretations or assessments or assumptions, irrespective of any responsibility of the Company and (ii) agreed not to copy, distribute or retransmit, in whole or in part, the Presentation. The Presentation and its contents must not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person. Failure to comply with this may result in a violation of applicable securities laws. To the extent permitted by law, all legal considerations arising from this Presentation shall be governed by the law of the Federal Republic of Germany.

The Company and its advisers, and any of their respective affiliates, personally liable partners, directors, officers, employees, advisers or agents, shall accept no responsibility and have no liability to recipients of this Presentation or to any third parties, for the quality, accuracy, fairness, timeliness, continued availability or completeness of any data or calculations contained or referred to in this Presentation (or whether any information has been omitted from this Presentation) or any other information relating to the Company, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available nor for any special, direct, indirect, incidental or consequential loss or damage which may be sustained because of the use of the information contained or referred to in this Presentation or otherwise arising in connection with the information contained or referred to in this Presentation, provided that this exclusion of liability shall not exclude or limit any liability under any law or regulation applicable to the Company that may not be excluded or restricted.

Cryptocurrencies are a very new asset class, and there can be no guarantees that the cryptocurrency sector will survive at all. Furthermore, every single portfolio company in which The Company has invested to date and will invest in the future is a highest risk investment with the risk that the Company could lose all its money. Hence, there is a risk that investors may lose money they invest in the Company'ssecurities.

KEY INVESTMENT HIGHLIGHTS

Samara is a publicly listed, global holding company, providing its shareholders exposure to a portfolio of high-growth opportunities across disruptive sectors and innovative technologies

One of Europe's largest traded Bitcoin holders. Issued Europe's first Bitcoin Bond, leveraging Bitcoin as its primary treasury reserve asset.

Democratizing access to high-growth sectors and private tech companies, including AI, Blockchain and Biotech

Highly diversified asset portfolio realizing outsized, risk-adjusted returns with exposure to over 700 portfolio companies

Consistent delivery of exceptional financial returns exemplified by a track record of risk-adjusted outperformance

Resilient financial profile with a well-capitalized balance sheet driving long-term value creation for shareholders

CORE INVESTMENT STRATEGIES

Samara leverages three core investment strategies as the foundation for generating outsized returns, built on diversification across asset classes, strategic capital deployment and exposure to high-growth companies

  • Institutional-grade fund-of-funds model with access to top-tier venture and private equity managers
  • Rigorous due diligence and selection process to identify best-performing funds and strategies
  • Diversified across sectors and geographies to optimize returns and mitigate concentration risk
  • Proprietary portfolio construction methodology balancing early-stage, growth, and mature assets
  • Strategic treasury management framework hyperfocused on Bitcoin
  • Market-neutral and hedging strategies to manage volatility and downside risk
  • Dynamic asset allocation and liquidity management, optimizing market exposure

FINANCIAL HIGHLIGHTS

Exceptional financial profile and capital structure driving perpetual NAV growth

TEAM

6

Founding investors, Christian Angermayer and Mike Novogratz, bring deep networks and strong track records in next-gen investments, executed by a highly experienced management team

MANAGEMENT PATRICK LOWRY (CEO)

EDWIN ZAMMIT (CFO)

frameworks

  • Leading Samara's alpha-generating investment strategy with a hyper-focus on Bitcoin
  • Former CEO of Deutsche Digital Assets, with deep knowledge in asset management, VC, and private equity

• Oversees financial controls, risk management, and governance

• 48+ years of experience in accounting, auditing, and corporate

finance across global institutions

ADVISORY COMMITTEE

CHRISTIAN ANGERMAYER (Founding Investor)

  • Founder of Apeiron Investment Group, his own family office, managing over USD 2.5bn in AUM
  • Serial entrepreneur with a track record in early-stage investments and venture building MANAGEMENT

ADVISORY COMMITTEE

MIKE NOVOGRATZ (Founding Investor)

  • CEO of Galaxy Investment Partners, specializing in institutional crypto investment strategies
  • Former macro investor at Fortress Investment Group with expertise in risk management and capital allocation

NON-EXECUTIVE DIRECTOR NICK NIGAM (CHAIRMAN)

• Head of Investments at Apeiron Investment Group and Partner at Apeiron Partners, a venture capital focused FoF

Multi-asset strategy spanning venture capital, equity markets, and Bitcoin to unlock transformative investment opportunities

SUPPORTIVE MACRO ENVIRONMENT

Strategically positioned to capitalize on current market tailwinds

BTC STRATEGY

Leveraging debt and equity to accumulate more Bitcoin as a primary treasury reserve asset, driving value creation and shareholder returns. Issued Europe's first-ever Bitcoin Bond in Q4 2024.

TEAM

SAMARA'S BITCOIN TREASURY – SAMARA ALPHA

The majority of Samara's Bitcoin is managed in a Samara Alpha BTC+ Fund, a Bitcoin-denominated, actively-managed fund of digital asset strategies, enabling Samara to earn more Bitcoin every day

Curated portfolio of digital asset managers with strictly defined risk and return parameters Actively managed funds designed to generate attractive risk-adjusted returns Beta neutral strategies, such as DeFi and market-making, use volatility and dispersion to extract value WILFRED DAYE (CEO) Pioneer in crypto, with 20+ years in traditional financial markets and digital asset management ADIL ABDULALI (CIO) 30+ years in alternative/ digital asset management with expertise in risk management and valuation DOMINIC WARD (COO) 20+ years in financial services, with expertise in devising tools and strategies to source investments Pedigreed team with decades of experience in institutional investing, trading, and risk management Representative strategies designed to generate alpha trough tactical diversification Market Making Volatility Arbitrage Statistical Arbitrage DeFi Relative Value Proprietary Algorithm EXTRACTING VALUE BY CAPITALIZING ON FEATURES SPECIFIC TO EACH STRATEGY USD TARGET PERFORMANCE 20% + Ann. Return 10% Ann. Volatility 12% + Ann. Return 5% Ann. Volatility BTC+ TARGET PERFORMANCE BTC HOLDINGS SAMARA ASSET GROUP

61 BTC Total Bitcoin HODL'ed

€77.8k Average Cost Price per BTC

€8.0m Market Value 0.0000006 Bitcoin per Share

2.8% % of Total Assets

FUND STRATEGY

Fund investments represent the majority of Samara's balance sheet with investments in over 20 funds and exposure to over 700 companies

FUND PORTFOLIO BY SECTOR 1 34% 19% 15% 10% 8% 4% 11% Biotech/Healthcare Consumer Real Estate Fintech Deep Tech Crypto/Web3 Other 8% 43% 33% 8% 7% Pre-(Seed) Early Growth Listed Other FUND PORTFOLIO BY STAGE 1 Biotech is entering a golden era, with innovations in gene therapy, synthetic biology, and AI transforming drug discovery and clinical trials. Favorable valuations and regulatory shifts accelerate growth and position the sector to redefine medicine and improve lives. BIOTECH/HEALTHCARE Gen-Z's values are reshaping consumer trends, driving demand for authenticity and tailored experiences. AI enhances customization, product recommendations and supply chains, while creators and prosumers unlock new opportunities. This shift redefines how we live, create, and consume. CONSUMER New technologies and smart buildings are reshaping property investment, development, and management, driving innovation. The rise of mixed-use spaces, sustainable infrastructure, and urban revitalization reflects a growing demand for future-proof real estate. REAL ESTATE Fintech is revolutionizing money management with AI-driven solutions like smarter wealth management and embedded finance. The sectors is reshaping products and fueling growth in emerging markets, driving financial empowerment and global financial transformation. FINTECH Deep Tech drives breakthroughs in AI, quantum computing, energy, climate, and healthcare, addressing global challenges. With resilient funding, capital efficiency, and public support, the sector delivers transformative societal impact and exceptional returns. DEEP TECH Crypto is moving mainstream, with tokenization unlocking liquidity and DeFi democratizing financial tools. AI-integrated blockchain enhances trading and risk management, while maturing regulations position the sector to transform how value is created, traded, and secured. CRYPTO/WEB3 10+ SECTORS Well-balanced portfolio spanning multiple industries and geographies, ensuring broad investment exposure 20+ FUNDS Top-tier emerging VC and PE fund managers, leveraging a unique network for deal flow and institutional expertise 700+ COMPANIES Exposure to a vast ecosystem of innovative and established businesses, driving both growth and resilience within the portfolio

11

PRIVATE EQUITY STRATEGY – HIGHLIGHTING PLASMA

Stablecoin Infrastructure for a New Global Financial System

PLASMA REDEFINING HOW MONEY MOVES

Stablecoins have become one of crypto's dominant use cases, with over \$250 billion in supply and trillions in monthly volume. Plasma is purpose-built to meet their demands with zero-fee USD₮ transfers, custom gas tokens, support for confidential payments, and the throughput to scale globally.

Plasma closed a financing round for the company, as well as \$50 million ICO for its native XPL token, at a valuation of \$500 million each in May and July 2025, respectively. Only the equity valuation is captured in the June 30, 2025 Samara figures.

Plasma has secured partnerships with crypto institutions such as Tether, Binance, Aave, Maple Finance, and more, with many more expected to close after launch.

Plasma raised \$2 billion in stablecoins in TVL before launch, which made it the world's largest TVL launch when it issued its Mainnet BETA on Sept. 25, the same date the XPL token began trading.

The XPL token went live trading on Sept. 25, 2025. In the days following its launch, XPL has experienced significant price volatility, ranging from \$0.70 up to nearly \$1.70 on various exchanges with billions of daily trading volume.

Samara is a holder of Plasma's XPL token, however, its tokens are locked and subject to a vesting schedule, similar to other investors in Plasma. Given that the tokens are locked and experiencing price volatility while XPL is in "price discovery" mode, Samara management is discounting the XPL token's fair value by 50%. As such, management's estimated Sept. 29, 2025 NAV, assuming end-of-day pricing of all liquid assets on the Samara balance sheet, including the discounted XPL tokens, is €4.01 per share.

LISTED EQUITY STRATEGY

Listed investments continue to deliver growth and diversification

DRIVING INNOVATION WITH ADVANCED HPC SOLUTIONS

  • Utilizes GPU- and ASIC-based technologies to deliver advanced computing power across AI, ML, GenAI, and other data-driven industries such as life sciences, financial services, and energy
  • Operates a diversified business model through its core divisions: Taiga Cloud for cloudbased AI services and Ardent Data Centers for high-capacity data solutions
  • Drives continuous innovation through strategic collaborations with industry leaders, including NVIDIA, Gigabyte, and AMD, to accelerate technology development and optimize performance

POSITIONED FOR SUBSTANTIAL GROWTH WITH A STRONG FINANCIAL OUTLOOK

  • Europe's largest GenAI cloud service provider and a leading global NVIDIA partner, certified as an Elite Cloud Service Provider within NVIDIA's Partner Network – a prestigious designation for key contributors to NVIDIA's ecosystem
  • Strengthening its growth foundation by scaling cloud services with over 20k NVIDIA H100 GPUs, acquiring H200 GPUs, partnering with VAST Data for carbon-free energy, and expanding its data center footprint through acquisitions and upgrades
  • Rumble Inc., a video-sharing platform and cloud services provider, announced in August 2025 that it intends to acquire Northern Data for about \$1.17 billion in an all-stock deal that would give Northern Data shareholders a roughly 33.3% stake in Rumble

SHARE PRICE NORTHERN DATA GROUP

KEY FINANCIAL HIGHLIGHTS

€290.6M

GROSS ASSET VALUE

€253.8M

NET ASSET VALUE

14.5%

DEBT TO EQUITY RATIO

€33.9M

TOTAL INVESTMENTS MADE 2025

€53.2M

CASH PROCEEDS REALIZED 2025

€2.78

NAV PER SHARE

1) Figures as per 6/30/2025 (unaudited)

14

2024/2025 INVESTMENT HIGHLIGHTS

FUNDS

  • Deployed over €90m into new fund investments since Jan. 2024, primarily in the biotech/health care and AI sectors
  • Exposure to over 700 portfolio companies through various fund investments
  • Invested in 6 new funds through bond proceeds

PRIVATE & LISTED EQUITY

  • Plasma closed a financing round for the company, as well as \$50 million ICO for its native XPL token, at a valuation of \$500 million. The Plasma Mainnet went live on Sept. 25 with a daily closing price of around \$1.40
  • In Q3 2025, Deutsche Digital Assets reached an agreement with Archax, a UK-regulated crypto broker, to be acquired. Details are forthcoming
  • Rumble Inc. announced its intention to acquire Northern Data in Q3.

BITCOIN

  • HODL ~61 Bitcoin as primary treasury reserve asset
  • Bitcoin increased in price by 12% from \$96,000 as of Dec. 31, 2024 to \$107,677 as of June 30, 2025
  • Bitcoin's price recovered to reach a new all-time high north of \$124,000 in August 2024.

BOND UPDATE

  • In Q4 2024, Samara issued its first bond, raising €20m to acquire Bitcoin and invest in venture funds, the first such Bond ever issued in Europe
  • 91% of Bond proceeds have been invested in LP interests as of 6/30/2025
  • As of 6/30/25, €1.02m held in Trust in a segregated account

STRONG NAV GROWTH & CONSERVATIVE CAPITAL STRUCTURE

ATTRACTIVE BOND PROFILE DUE TO OVERCOLLATERALIZATION

  • NAV growth of +30% since pricing of the bond
  • GAV of €290.6m, less Net Debt of €36.8m implies a NAV of €253.8m
  • Group Leverage ratio of around 15% further cementing attractive bond profile (well below 35% covenant test)

  • Bond secured with c.€153m of LP stakes and BTC
  • Implied secured LTV of 13.1% (well below 35% covenant test)
  • Collateralized asset pool increased by +13% following acquisition of BTC and injection of additional LP-stakes

APPENDIX

CONDENSED STATEMENT OF FINANCIAL POSITION

Samara Asset Group consolidated

Audited Audited Audited Unaudited
All figures in EUR thousands 31 Dec 2022 31 Dec 2023 31 Dec 2024 30 June, 2025
Intangible assets - 22,526 49,430 7,996
Investments at FVOCI 171,299 108,072 233,259 273,412
Other non-current assets 2,131 951 943 942
Total non-current assets 173,430 131,548 283,632 282,350
CURRENT ASSETS
Investments at FVTPL 9 - - -
Trade and other receivables 4,087 8,020 1,746 6,103
Cash and cash equivalents 433 865 2,032 2,158
Total current assets 4,529 8,885 3,778 8,261
CURRENT LIABILITIES
Trade and other payables 110 359 13,978 3,794
Financial liabilities 706 8,428 4,976 2,877
Total current liabilities 816 8,788 18,954 6,671
NON-CURRENT LIABILITIES
Interest-bearing loans 4,405 13,334 15,909 12,467
Net bond liability - - 17,583 17,624
Total non-current liabilities 4,405 13,334 33,492 30,091
EQUITY
Share Capital 2,861 2,861 4,610 4,610
Share Premium 54,054 54,054 106,094 106,094
Treasury Reserve (81) (103) (35) (38)
Retained Earnings 44,384 37,090 57,070 77,106
OCI Reserve 71,521 24,409 67,225 66,078
Total equity and liabilities 177,959 140,433 287,410 290,611

CONDENSED AUDITED PROFIT OR LOSS STATEMENT & COMPREHENSIVE INCOME

Samara Asset Group consolidated

Audited Audited Audited Unaudited
All figures in EUR thousands FY 2022 FY 2023 FY 2024 YTD 30 June, 2025
Net investment income / (loss) 89 3,597 10,581 (952)
FV movements at FVTPL (2120) 5
Other non-current assets
Total investment income/(loss) (2,031) 3,602 10,581 (952)
OPERATING EXPENSES
General administrative expenses (1,459) (1,758) (2,442) (1,541)
Investment write-offs (3,714) (11,256) (3,571) (1001)
Other income 674 5,340 867 582
Profit/(Loss) from ordinary activities (6,530) (4,072) 5,435 (2,912)
Finance Costs 9 (1,111) (3,247) (1,727)
Profit/(Loss) before tax Given its investment activity,
Samara reports changes in the fair
value of its portfolio investments
(6,521) (5,183) 2,188 (4,639)
Tax expense 47 (1,376) (152) -
Profit/(Loss) for the period (6,474) (6,559) 2,036 (4,639)
OTHER COMPREHENSIVE INCOME through Other Comprehensive
Income, specifically through Fair
Quoted investments Value through OCI (FVOCI).
Only when a profit or loss is
(158,501) 45,535 25,958 (23,492)
Unquoted investments (46,392) (19,436) 17,944 46,437
Intangible assets -
virtual assets
realized from these assets, 479 6,326 14,936 769
Total comprehensive income/(loss) it is directly reflected in the income
statement above.
(210,888) 25,866 60,874 19,075

CONDENSED AUDITED CASH FLOW STATEMENT

Samara Asset Group consolidated

Audited Audited Audited Unaudited
All figures in EUR thousands FY 2022 FY 2023 FY 2024 YTD 30 June, 2025
Cash flow from operating activities 658 (18,062) 3,200 1,758
Cash flow from investing activities 7,124 80,338 (32,754) 19,264
Cash flow from financing activities (3,408) (69,383) 33,967 (15,039)
Net movement in cash and cash equivalents 4,374 (7,107) 4,413 5,983
Cash and cash equivalents at beginning of period 4,640 (266) (7,361) (6,250)
Effect of foreign exchange translation - 12 3 (452)
Cash and cash equivalents at end of period (266) (7,361) (2,945) (719)
Bank overdraft 69 8,226 4,977 2,877
Cash and cash equivalents at end of period (Balance
Sheet)
433 865 2,032 2,158

BOND TERMS

ISSUER Samara Asset Group PLC (Malta)
GUARANTOR Samara Asset Holdings Limited (Malta) (a direct and wholly-owned (special purpose) subsidiary of the Issuer, whose sole purpose and business is to acquire and
own LP-stakes and Bitcoin, Ethereum or Stablecoin traded at any exchange)
INITIAL AMOUNT €20m
FRAME AMOUNT €75m (subject to incurrence test)
USE OF PROCEEDS Investments in LP-stakes (through the Guarantor) as part of Samara's commitment to investing in a diversified and alternative asset fund portfolio

minimum 75% to be committed within 3 years

until commitment, proceeds may be deployed (by the Guarantor) separately from other assets but as part of Samara's treasury management strategy towards
acquisitions of Bitcoin, Ethereum or Stablecoin traded at any exchange
STATUS Senior Secured
COUPON 3mE + 7.50%, paid quarterly in arrears (EURIBOR Floor at 0.00%)
TENOR 5.0 years
AMORTIZATION Bullet
SECURITY
Security by the Issuer over the shares in the Guarantor to indirectly cover the LP-stakes owned by the Guarantor (around €130-140m of existing LP-stakes)
as well as all LP-stakes acquired by the Guarantor with bond proceeds;

To the extent legally permissible and practically possible, a pledge by the Guarantor of either (i) any Securities Account or (ii) any claims arising against any Securities Account Provider
under or in respect of any Securities Account (to which any Bitcoin, Ethereum or Stablecoin traded at any exchange, which have been financed by the proceeds of any Bonds, are deposited)

Security by the Issuer and the Guarantor over any intra-group loans between the Issuer and the Guarantor

Security by the Issuer over the Minimum Liquidity Account
PERMITTED DEBT Permitted debt will include, inter alia, (i) the bond issue (ii) existing (bank) debt of approx. €24m, (iii) tap issues or other debt subject to incurrence test and (iv) general basket or €2.3m
FINANCIAL COVENANTS
Total LTV: Total Net Interest Bearing Debt to Total Net Asset Value (NAV) is less than 35%;

Limited LTV ("secured" LTV): Total Net Bond Debt to Limited Net Asset Value (LP-stakes and Bitcoin, Ethereum or Stablecoin traded at any exchange deposited on
a Securities Account held by the Guarantor) is less than 35%;

Minimum Liquidity: Cash at pledged Minimum Liquidity Account of at least 0.5 years of interest payments on the bonds
à Total LTV remedy: If the test is breached, 14-day grace period to announce measures to cure the breach with a 120-day cure implementation period
INCURRENCE TEST
Total LTV: Total Net Interest Bearing Debt to Total Net Asset Value (NAV) is less than 25%;

Minimum Liquidity test is complied with
GENERAL UNDERTAKINGS Standard undertakings including inter alia:

Restrictions on financial indebtedness, financial support and negative pledge (no debt / security unless explicitly permitted by the bond terms with customary carve-outs)

New LP-stake investments; (i) max. 20% of bond proceeds into a single investment, (ii) max. 35% of bond proceeds into funds in which Apeiron holds a majority as GP,
(iii) new LP-stakes must be acquired and held by the Guarantor

Fund criteria; as laid out in the "Samara Fund Investment Criteria"
DISTRIBUTIONS
No cash / dividend distributions to shareholders of the Issuer during the tenor of the bonds;

Share buybacks subject to the financial covenants being complied with
CALL OPTIONS Make-whole for 2.5 years, thereafter callable at par + 50/40/30/20/10% of the Coupon after 30/36/42/48/54 months
REDEMPTION PREMIUM For every EUR 0.25 increase in NAV / share ( EUR 2.05 NAV / share at issuance), the redemption premium increases by 25bps, up to maximum 400bps
CHANGE OF CONTROL Investor put @101%
REPORTING Quarterly unaudited reporting within 3 months, annual audited reporting within 6 months; reporting to include detail of all portfolio positions (i.e. list of liquid, direct equity and LP-stake investments)
LISTING
Listed on Frankfurt Stock Exchange

Nordic ABM (the Alternative Bond Market of Oslo Stock Exchange) listing (unregulated) to come within 6 months
TRUSTEE Nordic Trustee AS
GOVERNING LAW Norwegian law
MANAGER Pareto Securities AS, Frankfurt Branch

CONTACT

SAMARA ASSET GROUP 66/67, Beatrice, Amery Street, Sliema SLM 1707, Malta

[email protected]

www.samara-ag.com

Talk to a Data Expert

Have a question? We'll get back to you promptly.