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APEX Nova Holding GmbH

Jan 19, 2023 2:00 PM

Laage

EUR 15.000.000 8 % Corporate Bond due 12.08.2025

issued byAPEX Nova Holding GmbH ("Issuer")

ISIN: DE000A30VTE0 / WKN: A30VTE (the "Corporate Bond")

Announcement of an Event in accordance with Section 3.2 of the Terms and Conditions of the Corporate Bond

Announcement to the Bondholders

Unless otherwise defined in this announcement, capitalised terms used shall have the same meanings as in the terms and conditions of the Corporate Bond (the "Terms and Conditions").

The Issuer hereby notifies the Bondholders of the occurrence of an Event in accordance with Section 3.2 of the Terms and Conditions.

On 19 January 2023, the Existing Shareholders of the Issuer have concluded a merger agreement on the contribution of all shares in APEX Nova Holding GmbH exceet Group SCA ("exceet") (the "Merger Agreement"). As a result, exceet has acquired all shares in APEX Nova Holding GmbH, which constitutes an Event within the meaning of Section 3.2 of the Terms and Conditions. In return, the Existing Shareholders of the Issuer received, inter alia, shares in exceet. Therefore, as a result of the execution of the Merger Agreement, the Existing Shareholders together indirectly hold less than 75% of the shares in the Issuer held by the Existing Shareholders on the Issue Date.

According to Section 3.2 of the Terms and Conditions, upon the occurrence of the Event, the Issuer is entitled to terminate the Bonds in whole, but not in part, within 15 Banking Days (as defined in Section 4.4 of the Terms and Conditions) and to redeem the Bonds prematurely at 100% of their Principal Amount plus interest accrued (exclusively) on the Principal Amount up to the Event Redemption Date.

Laage, 19. January 2023

APEX Nova Holding GmbH

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