Beter Bed N : Agenda EGM 15-11-2023 including annexes (0.65Mb)

Agenda

Extraordinary General Meeting

Beter Bed Holding N.V.

15 November 2023 at 10.00 hours CET

Rosarium

Amsterdam, The Netherlands

Agenda

Extraordinary General Meeting Beter Bed Holding N.V.

The Extraordinary General Meeting (EGM) of Beter Bed Holding N.V. (the Company) will be held on Wednesday 15 November 2023 at 10.00 hours CET -

Rosarium, Amstelpark 1, Europaboulevard Amsterdam (the Netherlands)

Agenda

1. Opening
2. Recommended public offer
3. 1. Explanation of the recommended public offer by 959 B.V. for all issued and outstanding shares in the share capital of the Company
   2. Post-ClosingRestructuring Resolutions
   3. 1. Conditional Post-Closing Demerger restructuring (voting item)
      2. Conditional Post-Closing Merger restructuring (voting item)
   4. Composition of the Supervisory Board
   5. 1. Notice of three (3) conditional vacant positions on the Supervisory Board
      2. Notification of the Supervisory Board of the names of the persons nominated for appointment
      3. Conditional appointment of Mr H.J. Geerts (voting item)
      4. Conditional appointment of Ms K.Y.M. de Kruiff (voting item)
      5. Conditional appointment of Mr A.L.J. Spek (voting item)
      6. Conditional grant of full and final discharge to Mr B.E. Karis and Mrs M.C. Schipperheijn (voting item)
   6. Amendments to the articles of association
   7. 1. Conditional amendment to the articles of association of the Company as per Settlement (voting item)
      2. Conditional conversion and amendment to the articles of association of the Company as per Delisting (voting item)
4. Any other business
5. Closing

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Extraordinary General Meeting Beter Bed Holding N.V.

Explanatory notes to the Agenda

Terms not defined in these explanatory notes will have the meaning ascribed to them in the Offer Memorandum (as hereinafter defined).

1. Opening
2. Recommended public offer

1. Explanation of the recommended public offer by 959 B.V. for all issued and outstanding ordinary shares in the share capital of the Company

On 4 October 2023, an offer memorandum (the "Offer Memorandum") was made publicly available, containing the details of the public offer by 959 B.V. (the "Offeror") for all issued and outstanding ordinary shares in the share capital of the Company (the "Shares" and each a "Share") to purchase for cash the Shares on the terms and subject to the conditions and restrictions set out in the Offer Memorandum (the "Offer").

The Offer Memorandum has been approved by the Netherlands Authority for the Financial Market (Stichting Autoriteit Financiële Markten). The offer period under the Offer begins at 9:00 hours, Amsterdam time, on 5 October 2023 and ends at 17:40 hours, Amsterdam time, on 29 November 2023 (such period, as it may be extended from time to time, the "Offer Period").

In addition to the key terms such as the Offer Price, the Offer Period, the acceptance procedure and the settlement of the Offer by transfer of the Shares against delivery of the Offer Price by the Offeror, the Offer Memorandum contains an explanation of the conditions to declaring the Offer unconditional and other relevant information regarding the Offer, its consequences and the parties involved in the Offer.

The Company published a position statement relating to the Offer on 4 October 2023 (the "Position Statement"). The Company's management board (the "Management Board) and the Company's supervisory board (the "Supervisory Board" and together with the Management Board: the "Boards") have extensively considered the Offer and the Offer Price. Reference is made to the Position Statement, in which the decision-making process and the recommendation of the Boards are included and the financial and non-financial merits of the Offer are explained.

As detailed in the Position Statement, the Boards unanimously support the Transaction, recommend to the Shareholders to accept the Offer and to tender their Shares pursuant to the Offer and recommend to the Shareholders to vote in favour of the resolutions at the EGM. During the EGM, a presentation will be given on the Offer and the Offer will be discussed in accordance with article 18(1) of the Dutch Decree on Public Bids (Besluit openbare biedingen Wft).

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Extraordinary General Meeting Beter Bed Holding N.V.

After the joint announcement by the Company and the Offeror, the joint works council (gemeenschappelijke ondernemingsraad) of the Company, Beter Bed B.V. and DBC Nederland B.V. (the "Joint Works Council") was informed of, and consulted on, inter alia, the Transaction. The Joint Works Council has rendered a positive advice regarding the Transaction on 22 August 2023.

The Offer Memorandum and the Position Statement are available on, and can be obtained free of charge from, the website of the Company (https://www.beterbedholding.com/public-offer)and at the Company's offices (Linie 27, 5405 AR Uden, the Netherlands).

(b) Post-Closing Restructuring resolutions

(i) Conditional Post-Closing Demerger restructuring (voting item)

The Boards acknowledge that the terms of the Offer are predicated on the acquisition of 100% (one hundred per cent) of the Shares or the Company's assets and operations. In that respect the Merger Agreement envisages the possibility for the Offeror to, after completion of the Offer, initiate the Statutory Buy-Out Proceedings and to elect to pursue the Post-Closing Demerger prior to commencing such Statutory Buy-Out Proceedings on the terms and subject to the conditions set forth in section 5.11.2 of the Offer Memorandum (Statutory Buy-OutProceedings), section 5.11.3 of the Offer Memorandum (Post-ClosingDemerger) and section

6.2 of the Position Statement (Statutory Buy-OutProceedings) and section 6.3 of the Position Statement (Post-ClosingDemerger).

The Post-Closing Demerger restructuring consists, in summary, of the following main steps: (i)

1. legal demerger (juridische afsplitsing) (the "Demerger") and (ii) the Demerger Share Sale (as defined below). The Demerger comprises a legal demerger (juridische afsplitsing) of the Company, whereby the Company, at the occasion of the Demerger, will incorporate a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid), to be fully and directly owned by the Company ("Company SplitCo"). The Boards have prepared and have unanimously adopted and signed a demerger proposal (the "Demerger Proposal") for the Demerger. Furthermore, the Management Board has prepared and unanimously adopted and signed the explanatory notes to the Demerger Proposal.

After and subject to (i) adoption of this resolution 2(b)(i), (ii) the Offer being declared unconditional and (iii) the number of Shares having been tendered for acceptance during the Offer Period and the Post-Acceptance Period, together with (a) any Shares directly or indirectly held by the Offeror, (b) any Shares committed to the Offeror, in writing, and (c) any Shares to which the Offeror is entitled, representing at least 95% of the Company's aggregate issued and outstanding ordinary share capital on a fully diluted basis following completion of the Offer (the "Demerger Threshold"), the Offeror may notify the Company that it wishes to implement the Post-Closing Demerger prior to commencing the Statutory Buy-Out Proceedings.

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Extraordinary General Meeting Beter Bed Holding N.V.

If the Offeror wishes to implement the Post-Closing Demerger in accordance with section

5.11.3 of the Offer Memorandum (Post-ClosingDemerger):

1. the Company will effectuate the Demerger by means of the execution of a notarial deed of demerger as soon as practically possible after the Offeror's notification to the Company that it wishes to implement the Post-Closing Demerger; and
2. the Offeror will enter into a share sale agreement with the Company pursuant to which all issued and outstanding shares in the share capital of Company SplitCo will be sold and, pursuant to a notarial deed (the "Demerger Share Transfer Deed"), transferred by the Company to the Offeror (the "Demerger Share Sale"). The aggregate purchase price for the Company SplitCo share shall be an amount equal to the Offer Price multiplied by the total number of Shares issued and outstanding immediately prior to the Demerger becoming effective (the "Demerger Share Sale Purchase Price"). The Demerger Share Sale Purchase Price shall be payable immediately following the execution of the Demerger Share Transfer Deed by the Offeror's execution and delivery of a loan note to the Company payable by the Offeror on demand by the Company at arm's length terms (which shall take into account that such note is payable by the Offeror on demands by the Company) in an aggregate principal amount equal to the Demerger Share Sale Purchase Price.

The Demerger Proposal, including its schedules, and the other documents required to be filed in connection with the Demerger on the basis of the Dutch Civil Code, are available at the Company's offices and on the Company's website (https://www.beterbedholding.com/public- offer).

It is proposed to resolve to (i) enter into the Post-Closing Demerger in accordance with the terms and conditions of the Demerger Proposal and (ii) approve the Demerger Share Sale. This resolution is subject to the conditions precedent that (a) the Offer is declared unconditional and (b) the number of Shares having been tendered for acceptance during the Offer Period and Post Acceptance Period meets the Demerger Threshold.

(ii) Conditional Post-Closing Merger restructuring (voting item)

The Boards acknowledge that the terms of the Offer are predicated on the acquisition of 100% (one hundred per cent) of the Shares or the Company's assets and operations. In that respect the Merger Agreement furthermore envisages the possibility for the Offeror to, after completion of the Offer, pursue the Post-Closing Merger and the Liquidation (as defined below) on the terms and subject to the conditions set forth in section 5.11.4 of the Offer Memorandum (Post-ClosingMerger) and section 6.4 of the Position Statement (Post-ClosingMerger).

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