Nafimij declares Offer unconditional; 84.56% of PBH Shares tendered or owned

Gepubliceerd: 04-03-2025 20:00

This is a joint press release by PB Holding N.V. ("PBH") and Nafimij B.V. (the "Offeror" or "Nafimij"). This joint press release is issued pursuant to the provisions of Section 16, paragraphs 1 and 2 of the Netherlands Decree in Public Takeover Bids (Besluitopenbare biedingen Wft) (the "Decree") in connection with the recommended public offer by Nafimij for all the issued andoutstanding ordinary shares in the capital of PBH. This press release does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any shares. Any offer will be made only by means of the offer memorandum dated 6 January 2025 (the "Offer Memorandum") approved by the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten) (the "AFM"), which has been available as from 6 January 2025. This press release is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, any jurisdiction in which such release, publication or distribution would be unlawful. Capitalised terms not defined in this press release have the same meaning as given thereto in the Offer Memorandum.

Nafimij declares Offer unconditional; 84.56% of PBH Shares tendered or owned

Huizen and Rotterdam, the Netherlands, 4 March 2025

A total of 73.19% of the Shares have been tendered
In addition to the 11.37% of the Shares already owned by Nafimij, amounting to 84.56% of the Shares in total
All Offer Conditions are now satisfied or waived
Nafimij declares the Offer for PBH unconditional
Settlement of the Offer will take place on 7 March 2025, at which date the Offer Price of EUR 3.00 will be paid to the Shareholders that have tendered
There will be no Post Acceptance Period Nafimij declares the Offer unconditional

PBH and Nafimij are pleased to announce today that, considering all Offer Conditions having been satisfied or waived, Nafimij declares the Offer unconditional (doet gestand). The number of Shares that have been tendered for acceptance under the Offer amounts to 3,915,583, representing approximately 73.19% of the Shares and an aggregate value of approximately EUR 11,746,749 (at an OfferPrice of EUR 3.00 (cum dividend) per Share).Together with the 11.37% of the Shares owned by Nafimij, 84.56% of the Shares arenow either owned by or have been tendered to Nafimij under the Offer.

Settlement

With reference to the Offer Memorandum dated 6 January 2025, holders of Shares who accepted the Offer shall receive the Offer Price for each Tendered Share tendered during the Acceptance Period and transferred (geleverd) for acceptance pursuant to the Offer, under the terms and conditions of the Offer and subject to its restrictions. Settlement of each Tendered Share and payment of theOffer Price will take place on 7 March 2025. There will be no Post Acceptance Period.

Offer Memorandum, Position Statement and further information

This announcement contains selected, condensed information regarding the Offer and does not replace the Offer Memorandum and/or the Position Statement. The information in this announcement is not complete and additional information is contained in the OfferMemorandum and the Position Statement.

Digital copies of the Offer Memorandum and the Position Statement are available on the website of PBH at www.pb-holding.nl and a digital copy of the Offer Memorandum on the website of Nafimij at www.nafimij.nl. Such websites do not constitute a part of, and are not incorporated by reference into, the Offer Memorandum or the Position Statement.

Disclaimer, General Restrictions and Forward-Looking Statements

This is a public announcement by PBH pursuant to Section 17, paragraph 1 of the European Market Abuse Regulation (596/2014/EU).

The information in this press release is not intended to be complete. This press release is for information purposes only and does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities. The distribution of this press release may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, Nafimij and PBH disclaim any responsibility or liability for the violation of any such restrictions by any person. Any failure to comply with these restrictions mayconstitute a violation of the securities laws of that jurisdiction. Neither PBH, nor Nafimij, nor any of their advisors assumes any responsibility for any violation of any of these restrictions. Any PBH shareholder who is in any doubt as to his or her position should consult an appropriate professional advisor without delay. Certain statements in this press release may be considered forward-looking statements such as statements relating to the impact of the Transaction on Nafimij and PBH and language that indicatestrends, such as "anticipated" and "expected". These forward-looking statements speak only as of the date of this press release. By their nature, forward- looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future, and PBH and Nafimij cannot guarantee the accuracy and completeness of forward- lookingstatements. A number of important factors, not all of which are known to PBH or Nafimij or are within their control, could cause actual results or outcomes to differ materially from those expressed in any forward-looking statement. Potential risks and uncertainties include, but are not limited to, the response to the Transaction in the market place, the ability to achieve the anticipated benefits from theTransaction and economic conditions in the global markets in which PBH operates. PBH and Nafimij expressly disclaim any obligation or undertaking to publicly update or revise any forward looking statements, whether as a result of new information, a change inexpectations or for any other reason. Neither PBH nor Nafimij, nor any of their advisors, accepts any responsibility for any financial information contained in this press release relating to the business, results of operations or financial condition of the other or their respective groups.