ACCELL GROUP N.V.

EGM

20 MAY 2022

AGENDA

  1. Opening and announcements
  2. Recommended public offer
  3. Any other business
  4. Closure of the meeting

AGENDA

  1. Opening and announcements
  2. Recommended public offer
  1. Explanation of the recommended public offer by Sprint BidCo B.V. for all issued and outstanding ordinary shares in the capital of the Company
  2. Post-SettlementRestructuring Resolution (voting item)
  3. Composition of the Supervisory Board (voting item)
  4. Discharge (voting item)
  5. Amendments to the articles of association (voting item)
  1. Any other business
  2. Closure of the meeting

STRATEGIC RATIONALE FOR THE TRANSACTION

The Boards reviewed and considered various strategic options, including a continuation as a listed company and operating in a private environment with a potential strategic or financial partner

The Boards, including the fully independent Supervisory Board, have concluded unanimously that the Transaction promotes the sustainable success of Accell Group's business, taking into account the interests of Accell Group's shareholders, employees, customers, suppliers, creditors and other stakeholders

Consortium fully supports the current business strategy of the Group and intends to make available its experience and resources to accelerate a successful execution of the Group's 'Lead Global. Win Local' strategy

Private ownership will enable Accell Group to make significant up-frontinvestments in a shorter timeframe to

  • Accelerate the execution of its strategy in the coming years through further investment in long-termstrategic growth initiatives, including in innovation and brand development, digital marketing, direct to consumer / ecommerce platforms and capability, supply chain management and distribution capabilities, international expansion, bolt-on acquisitions and continued ESG improvement
  • Improve and protect its market position from increasing numbers of new entrants into the e-bikesector
  • Mitigate the significant ongoing supply chain issues and inflationary pressures affecting the bicycle industry globally

ATTRACTIVE OFFER PRICE PROVIDING A CERTAIN AND IMMEDIATE PREMIUM FOR SHAREHOLDERS

Offer Price represents attractive premia:

  • 26.0% to the closing price on 21 January 2022 (last trading day prior to announcement of the Transaction)
  • 43.3% to the 6 months volume weighted average closing price1
  • 20.8% to the all-time high closing price1

Offer Price of €58.00 is at a premium to the median of the research analyst price targets of €51.65

Offer represents an attractive LTM EV / EBITDA multiple of 14x2 vs. the average LTM EBITDA trading multiple of 11x over the past 10 years1

Supported by fairness opinions from AXECO and Rabobank

Supported by the irrevocable commitment from Accell's second largest shareholder Hoogh Blarick to tender its 7.5% shareholding

Presents Shareholders with the opportunity to realise immediate value for their Shares in a highly uncertain market environment

Since the announcement of the offer Giant and Merida have traded down 25% and 21% respectively3

1 Prior to and including 21-Jan-2022.2 Based on EBITDA and net debt for twelve months ending 31-Dec-21.3 As at 19-May-2022.

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Accell Groep NV published this content on 20 May 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 May 2022 10:44:08 UTC.