NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT")) OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.

Azerion enters into an Intercreditor Agreement and a Super Senior Working Capital Facility

Amsterdam, 4 April 2024 – Today, Azerion Group N.V. (the “Company”) announces it has entered into (i) an Intercreditor Agreement and (ii) a Super Senior Working Capital Facility Agreement with Citibank Europe plc (as original lender and agent), Citibank N.A., London Branch (as arranger) and Nordic Trustee & Agency AB (PUBL) (as security agent), amongst others, under which the Company is granted a EUR 15,000,000 super senior revolving credit facility (the "Super Senior Working Capital Facility").

The entry into the Intercreditor Agreement and the Super Senior Working Capital Facility is as contemplated by and permitted under the terms and conditions of the EUR 165 million senior secured floating rate bonds, issued by the Company under a framework of EUR 300 million (the "Bonds").

Funds drawn under the Super Senior Working Capital Facility may be used by the Company for general corporate purposes including working capital and acquisitions. The commercial conditions of the Super Senior Working Capital Facility are in line with market practice.

About Azerion

Founded in 2014, Azerion (EURONEXT: AZRN) is one of Europe’s largest digital advertising and entertainment media platforms. Azerion brings global scaled audiences to advertisers in an easy and cost-effective way, delivered through our proprietary technology, in a safe, engaging, and high quality environment, utilizing our strategic portfolio of owned and operated content with entertainment and other digital publishing partners. Having its roots in Europe and with its headquarters in Amsterdam, Azerion has commercial teams based in over 26 cities around the world to closely support our clients and partners to find and execute creative ways to make a real impact through advertising.

For more information visit: www.azerion.com

Contact:

Andrew Buckman
VP Investor Relations
ir@azerion.com

Media

press@azerion.com

This press release relates to the disclosure of information that qualified, or may have qualified, as inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation.

Disclaimer

This communication does not constitute an offer to sell, or a solicitation of an offer to buy, any securities or any other financial instruments. This communication does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Bonds or any other securities 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 or act as an inducement to enter into, any contract or commitment whatsoever.

In particular, this communication does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, or form part of any offer, invitation or solicitation to purchase, securities to any person located or resident in the United States or to any U.S. Person (as defined in Regulation S under the U.S. Securities Act). The securities referred to herein have not been, and will not be, registered pursuant to U.S. Securities Act or any securities laws in any state or other jurisdiction in the United States and may not be offered, sold, accepted, exercised, re-sold, renounced, transferred or delivered, whether directly or indirectly, in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. No public offering of securities is being, has been, or will be made in the United States.

This communication is made accessible on the basis that any offers of securities referred to herein in any Member State of the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of such securities. The Bonds have, with respect to persons in Member States of EEA, only been offered to persons who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Regulation and Section 1:1 of the Dutch Financial Supervision Act. The expression "Prospectus Regulation" means Regulation No. 1129/2017.

In the United Kingdom, the material is made accessible on the basis that any offers of securities referred to herein will be made pursuant to an exemption under the UK Prospectus Regulation from the requirement to publish a prospectus for offers of such securities. The Bonds have, with respect to persons in the United Kingdom, only been offered to persons who are qualified investors within the meaning of Article 2(1)(e) of the UK Prospectus Regulation. The expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of retained EU law as defined in the EU (Withdrawal) Act 2018.

The release, publication or distribution of the material may be restricted by law and persons in such jurisdictions in which a release, publication or distribution of the material should therefore inform themselves about, and observe, any such restrictions.

This press release may include projections and other "forward-looking" statements within the meaning of applicable securities laws. Any such projections or statements reflect the current views of the Company about future events and financial performance. No assurances can be given that such events or performance will occur as projected and actual results may differ materially from these projections.


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