Accell N : Consortium led by KKR launches recommended all-cash offer for all issued and outstanding ordinary shares of Accell Group

This is a joint press release by Accell Group N.V. ("Accell Group") and Sprint BidCo B.V. (the "Offeror"). The Offeror is an affiliate of the affiliated investment funds advised by Kohlberg Kravis Roberts & Co. LP or one of its affiliates ("KKR"). Teslin Alpine Acquisition B.V. ("Teslin Acquisition"), a wholly-owned subsidiary of Teslin Participaties Coöperatief U.A. ("Teslin"), is together with the Offeror and KKR referred to as the "Consortium". This joint press release is issued pursuant to the provisions of article 10, paragraph 3 and article 18, paragraph 3 of the Netherlands Decree in Public Takeover Bids (Besluit openbare biedingen Wft) (the "Decree") in connection with the recommended public offer by the Offeror for all the issued and outstanding ordinary shares in the capital of Accell Group (the "Offer", and together with the Buy-Out and the Post-Offer Merger and Liquidation (both as defined below), the "Transaction"). This press release does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities. Any offer will be made only by means of the offer memorandum dated 6 April 2022 (the "Offer Memorandum"), which is available as of today. 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.

CONSORTIUM LED BY KKR LAUNCHES RECOMMENDED ALL-CASH OFFER FOR ALL ISSUED AND OUTSTANDING ORDINARY SHARES OF ACCELL GROUP

Heerenveen, the Netherlands, 7 April 2022 - Publication of the Offer Memorandum - Offer to be discussed at the EGM on 20 May 2022 - Acceptance Period ends on 3 June 2022, unless extended

Transaction Highlights

• • Recommended all-cash public offer by the Offeror for all the issued and outstanding ordinary shares in Accell Group at an offer price of EUR 58.00 (cum dividend) per Share

• • Acceptance Period runs from 8 April 2022 to 3 June 2022. Completion of the Offer is expected in late Q2

• • The Consortium and Accell Group believe that the Transaction offers Shareholders significant and immediate de-risked cash value, against a backdrop of increased geopolitical uncertainty and ongoing volatility in global supply chains and equity markets

• • The Boards of Accell Group unanimously (i) support the Transaction, (ii) recommend the Offer for acceptance by the Shareholders and (iii) recommend to the Shareholders to vote in favour of the resolutions to be proposed at the EGM

• • Accell Group will hold the EGM at 10:00 hours CEST on 20 May 2022

• • The Consortium fully supports the Group's business ambitions and Accell Group's 'Lead Global. Win Local' strategy, and will provide experience and resources to accelerate the growth and roll-out of the Group's business strategy, including potential acquisitions

• • The Consortium and Accell Group believe that Accell Group would be better positioned under private ownership to make long-term investments in its business to drive future growth amid a dynamic global environment full of challenges and opportunities

• • Teslin, holding approx. 10.8% of the Shares, will, via Teslin Acquisition, contribute a majority of its Shares to achieve an approx. 12% indirect equity stake in the Offeror upon settlement of the Offer and Teslin will tender the remainder of its Shares under the Offer

• • In addition, Hoogh Blarick, holding approx. 7.5% of the Shares, and two members of the Board of Management (Mr Anbeek and Mr Baldew), holding approx. 0.07% and 0.02% of the Shares, respectively, have each irrevocably undertaken to tender their Shares under the Offer and to vote in

favour of the Resolutions. Together with the Shares held by Teslin referred to above, 18.3% of the Shares in aggregate have been committed to be contributed or tendered under the Offer.

• • All competition clearances have been obtained

• • The Offer is subject to certain customary conditions, including a minimum acceptance level of 95% of the Shares, to be lowered to 80% if the Shareholders adopt the Back-End Resolution at the EGM

• • If the Offeror obtains 95% or more of the Shares it will initiate a Buy-Out, and if it obtains between 80% and 95% it intends to implement the Post-Offer Merger and Liquidation, if approved at the EGM

With reference to the publication of the Offer Memorandum today, the Offeror and Accell Group jointly announce that the Offeror is making a recommended public offer to all holders of issued and outstanding ordinary shares in the capital of Accell Group (each a "Share", and a holder of one or more Shares a "Shareholder") to purchase for cash their Shares at an offer price of EUR 58.00 (cum dividend) per Share. Terms not defined in this press release will have the meaning as set forth in the Offer Memorandum.

Rob ter Haar, Chairman of the Supervisory Board of Accell Group:

"We are pleased to announce an important milestone for the future of Accell Group with the formal launch of the Offer by the Consortium today. Simultaneously, we published our Position Statement, in which we, as Supervisory Board, together with the Board of Management confirm that we unanimously support the Transaction and recommend the Offer for acceptance by the Shareholders. With this Transaction, Accell Group will get a strong shareholder focused on long-term value enhancement. We believe that in a private setting with the Consortium, Accell Group will be better positioned to make significant up-front investments in its business to drive future growth amid continued supply chain volatilities and inflationary pressures. We believe it will also provide Accell Group with more resilience in an increasingly competitive e-bike market and enable the group to further strengthen its position as one of the world's leading bicycle market players in the years to come."

Ton Anbeek, CEO of Accell Group:

"Today marks an important next step for Accell Group. The formal launch of the all-cash Offer provides Shareholders with the opportunity to tender their Shares during an eight-week Acceptance Period that starts on 8 April 2022. In addition, we are pleased that the Transaction has been approved by the relevant competition authorities. We believe in an exciting future for both Accell Group and our employees with the Consortium as our shareholder. With KKR we will also get a new, financially strong and knowledgeable partner on board that will help us to accelerate the roll-out of our existing strategic roadmap, enhance our global footprint, explore suitable acquisitions and further leverage our scale. This matches our purpose and ambition to 'move cycling forward' and lead the bicycle industry by combining smart design and innovative technology for green mobility with the best value and customer experience."

KKR, on behalf of the Consortium

Daan Knottenbelt, Partner and Head of Benelux at KKR:

"Despite the ongoing volatility in equity markets and global supply chains and an increased level of geopolitical uncertainty, we are pleased to launch the Offer today with the full support of Accell's Boards. We continue to believe that KKR would be the ideal partner with the capabilities to help Accell Group overcome these and other challenges, and believe the Offer delivers attractive and immediate de-risked cash value to shareholders."

The Offer

The Offeror is making the Offer on the terms and subject to the conditions and restrictions contained in the Offer Memorandum. Shareholders tendering their Shares under the Offer will be paid a cash amount of EUR 58.00 (cum dividend) per Share in consideration for each Share validly tendered and not withdrawn (or defectively tendered, if the Offeror accepts such defective tender) and transferred (geleverd) to the Offeror.

As at 24 January 2022, the Offer values 100% of the Shares at approximately EUR 1.56 billion. In the press release dated 24 January 2022, the Offeror announced that it has sufficient funds available to complete the Offer in accordance with article 7, paragraph 4 of the Decree and that it would fund the Transaction through a combination of equity and debt financing, whereby the aggregate amount of debt financing constitutes less than 38% of the total financing required to fund the Transaction. As such, the Offeror has received a binding equity commitment letter from funds advised by KKR, for fully committed equity financing in an aggregate amount of EUR 1,150,000,000. In addition, the Offeror has received binding debt commitments from KKR Capital Markets, Goldman Sachs and ABN AMRO Bank N.V. for an aggregate amount of EUR 700,000,000, which are fully committed on a 'certain funds' basis. Further details can be found in section 4.5 (Financing of the Offer) of the Offer Memorandum.

Strategic Rationale

The Consortium and Accell Group believe 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.

KKR and Teslin have been working closely together to prepare the Offer. The 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 Accell Group's 'Lead Global. Win Local' strategy. A private setting with the Consortium as shareholder would enable Accell Group to make significant up-front investments to mitigate the significant ongoing supply chain issues and inflationary pressures affecting the bicycle industry globally, heightened by an increased level of geopolitical uncertainty. It would also help the Group to protect its market position from increasing numbers of new entrants into the e-bike sector, and accelerate the execution of its strategy in the coming years through further investment in long-term strategic growth initiatives.

Areas of significant investment will include 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, among other areas.

KKR's long track record of successfully investing in the consumer sector, with investments including Trainline, Lyft, Gojek, Zwift, Boots and Wella, among many others, KKR's strong presence in the Netherlands, with recent investments in Roompot, Open Dutch Fiber, QPark, Upfield and Exact, and KKR's experience as the largest private equity investor in digital and technology in Europe, means that it is well placed to support the Group in the next phase of its development. Furthermore KKR will seek to provide access to its extensive network and relationships across the consumer sector, including in relation to mobility. Both KKR and Teslin have extensive experience and a strong track record of supporting management teams in the execution of their business strategy.

As long-standing and largest existing shareholder of Accell Group, Teslin supports the Transaction based on the strategic rationale described above as it allows Accell Group to realise an optimal shareholder structure and benefit from resources and experience the Consortium brings, taking into account the challenges Accell Group is facing. It is Teslin's view that Accell Group operating in a private setting supported by the networkand capabilities of KKR and Teslin is therefore in the best interest of Accell Group, which was also the reason for Teslin to form a consortium with KKR to investigate a take-private of Accell Group.

Non-Financial Covenants

Accell Group and the Offeror have agreed to certain non-financial covenants in respect of, amongst others, strategy, financing, structure and governance, employees and minority shareholders for a duration of three years in general after the Settlement (the "Non-Financial Covenants"), including the covenants summarized below.

Strategy

The Offeror subscribes to the Group's business strategy (as may be updated from time to time with the prior approval of the Supervisory Board). The Offeror will support the Group to realise and accelerate such business strategy and Offeror will work with the Group to grow the business in a manner that reflects such business strategy. The Offeror intends to make additional equity capital available if required in order for the Group to finance such growth and acceleration through a balanced combination of debt and equity, subject to Accell Group's approval policies and (financial) parameters as applicable from time to time. The business of the Group will remain substantially intact, taking into account the realisation of the Group's business strategy, and there will be no break-up of the Group or its business units or any divestment of a substantial part of the Group. The Offeror will support the Group in furthering its current Environmental, Social and Governance (ESG) goals, which are a core element of the Group's business strategy.

Financing

The Offeror will procure that the Group will remain prudently capitalised and financed to safeguard the continuity of the business and the execution of its business strategy (including accompanying investments). The Offeror has secured a debt financing package in the form of a term loan B to (i) partly finance the Offer and (ii) fully refinance the existing financing facilities of the Group directly after the Settlement. The debt structure is in line with private equity transactions of this size and nature. The Group shall not attract additional incremental debt (excluding any drawings under existing facilities available to the Group from time to time) if the Group's net debt position exceeds, or if and to the extent that this would result in the Group's net debt position exceeding, a maximum net leverage ratio of 5.0 times structuring EBITDA from time to time (as accepted by the Group's lending institutions following the Settlement), excluding the revolving credit facility referred to below and any similar or equivalent financing for working capital purposes from time to time. The Group's net leverage ratio is anticipated to decrease over time compared to the net leverage ratio directly after the Settlement as a result of performance of the Group. The debt financing at the Settlement will exist of a term loan B structure (with repayment of the full notional value at maturity) and be based on a covenant light structure and a 7-year maturity. In addition, (i) as from the Settlement, the Group will have an additional revolving credit facility at its disposal of EUR 165 million, which will be available for working capital financing and general corporate purposes, and (ii) at the Settlement, the Offeror will use reasonable efforts to procure the deposit of EUR 50 million cash in a bank account designated by Accell Group, which will be available for working capital purposes.

Structure and governance

Accell Group's existing Board of Management, comprised of CEO Ton Anbeek, CFO Ruben Baldew and CSCO Francesca Gamboni, will continue to lead the Group. It is envisaged that immediately following the Delisting, the Supervisory Board will be composed of: Daan Knottenbelt and Justin Lewis-Oakes (designated by KKR) and Hein van Beuningen (designated by Teslin), and Rob ter Haar and Luc Volatier (who will continue to serveon the Supervisory Board as "Independent SB Members"), with Daan Knottenbelt serving as chair of the Supervisory Board. The two Independent SB Members will be tasked in particular with monitoring compliance with the Non-Financial Covenants and any deviation from the Non-Financial Covenants will require the approval of the Supervisory Board, including the affirmative vote of at least one of the two Independent SB Members. The Offeror may decide to expand the total number of members of the Supervisory Board up to eight, after consultation with the Independent SB Members and in accordance with the full large company regime.

Accell Group will remain a separate legal entity and will continue to apply the full large company regime. The Group will continue to have its own operating and reporting structure, and its headquarters, central management and key support functions, will remain in Heerenveen, the Netherlands. The Group will maintain its corporate identity, integrity, values and culture. The Offeror envisages holding its shareholding in the Group for long-term value enhancement purposes and neither the Offeror, KKR nor Teslin have an intention to dispose of their shareholding in the Group during a period of three years after the Settlement.

Employees

The existing rights and benefits of the employees of the Group will be respected, as will the Group's current employee consultation structure and existing arrangements with any employee representative body within the Group. No reduction of the workforce of the Group is envisaged as a direct consequence of the Transaction or completion thereof.

Irrevocable Undertakings

Accell Group's two largest shareholders, Teslin and Hoogh Blarick, support the Transaction. Other than as set out below, no shareholders of Accell Group have been approached for an irrevocable undertaking to support the Transaction.

Teslin currently holds approx. 10.8% of the Shares for its own account. Teslin has irrevocably undertaken to support the Offer and to vote such Shares in favour of the Resolutions. Teslin will, via Teslin Acquisition, contribute a majority of its Shares to achieve an approx. 12% indirect equity stake in the Offeror upon the Settlement and will tender the remainder of its Shares under the Offer in accordance with Teslin's irrevocable undertaking.

Hoogh Blarick currently holds approx. 7.5% of the Shares. Hoogh Blarick has irrevocably undertaken to tender those Shares under the Offer and to vote such Shares in favour of the Resolutions.

Subject to the Merger Agreement not having been terminated and no permitted amendment of withdrawal of the Recommendation having occurred, Messrs. Anbeek and Baldew, members of the Board of Management, have committed to tender the Shares held for their own account - approx. 0.07% and 0.02% of the Shares, respectively - under the Offer and to vote such Shares in favour of the Resolutions.

The irrevocable undertakings of Teslin, Hoogh Blarick and the two members of the Board of Management to tender their Shares under the Offer represent approx. 18.3% of the Shares.

Teslin, Hoogh Blarick and the two members of the Board of Management did not receive any information relevant for a Shareholder in connection with the Offer that is not included in the Offer Memorandum. These Shareholders will tender their Shares on the same terms (including price) and conditions as the other Shareholders.