Invibes Advertising N : launches a capital increase by private placement to finance its accelerated growth

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Press release

Invibes Advertising launches a capital increase by private placement to finance its accelerated growth

Capital increase in cash via an accelerated bookbuilding for an amount of approximately 15 million euros

London, January 26, 2022 - 5:45 pm - Invibes Advertising, an advanced technology company specialising in digital advertising, has today announced the launch of a capital increase in the context of a private placement through an accelerated bookbuilding, for an amount of approximately € 15 million. This capital increase with waiver of preferential rights for the benefit of a category of persons, will be exclusively reserved for European qualified investors, as referred to in point (e) of Article 2 of Regulation (EU) No 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/ECText with EEA relevance..

A capital increase to finance accelerated growth

In the continuation of the exceptional growth recorded in 2021 (x2 growth), the purpose of this fundraising is to enable the Company to finance its international ambitions and strategic projects in order to accelerate its development, based on 5 main levers:

• Commercial strengthening of existing countries, that still have a considerable opportunity for growth.
• The opening of new countries, contributing to the group's bottom line in just a few months thanks to the Group's ability to model the ROI after successful launches in more than 10 countries.
• Strengthening the technology platform, a decisive asset to stay ahead of the competition and gain new market share.
• The launch of a 100% self-service platform dedicated to SMEs, which represents considerable, previously untapped, growth potential.
• The development of its subsidiary ML2Grow, which specialises in services to companies for Big Data and artificial intelligence projects.

Invibes Advertising points out that this ambitious roadmap would enable it to achieve a turnover of €100 million by 2024. Whilst a significant portion of this growth should be achievable organically, it could also include some M&A activity.

Terms and conditions of the offer

The transaction consists of a private placement, in the framework of a capital increase approved today by the board of directors of Invibes Advertising NV based on the authorised capital and with waiver of the preferential right (article 7:198 juncto articles 7:177, 7:178, 7:179 and 7:188 to 7:195 of the Companies and Associations Code).

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The new shares issued will be ordinary shares, with the same rights as the existing shares, other than the existing shares held by VP Ventures NV, with registered office at Reigerstraat 8, 9000 Ghent, registered in the register of legal persons of Ghent, Ghent division, under company number 0477.693.920 (which have multiple voting rights), and with the same rights as the existing shares with respect to dividends for the current financial year, if any, and for all subsequent financial years.

The capital increase through an accelerated bookbuilding will not exceed the entire available authorised capital of 20 million euros.

The offer is restricted, in the European Economic Area, to "qualified investors" as defined in Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, and, in the United States, to "Qualified Institutional Buyers" within the meaning of Rule 144A of the U.S. Securities Act of 1933 (the "Securities Act") or "Institutional Accredited Investors" within the meaning of Regulation D of the Securities Act, in reliance on an exemption from registration under the Securities Act.

The private placement will be carried out through an accelerated bookbuilding, at the end of which the number and price of the new shares issued will be determined.

This press release does not constitute, and shall not be deemed to constitute, an offer to the public, an offer to subscribe, an offer to sell or a solicitation of interest to the public in connection with any transaction by way of public offering of financial securities in any jurisdiction.

The accelerated bookbuilding starts immediately and is expected to be completed by 27 January 2022, before the opening of trading.

Invibes Advertising indicates that it has already received subscription commitments from two historical shareholders, NextStage and Generis Capital Partners, for an amount of at least 6 million euros.

Invibes Advertising will announce the result of the private placement as soon as possible after the closing of the order book in a press release including the final number of new shares issued and the issue price.

The settlement-delivery of the new shares issued in the framework of the capital increase is expected to take place within 2 trading days from the closing of the capital increase.

Atout Capital is acting as advisor to the transaction and TP ICAP (Europe) SA as Global Coordinator, Lead Manager and Bookrunner of the private placement.

Disclaimer

The information in the following pages is not intended for, and may not be made available to, persons located, residing, domiciled or physically present in the United States of America, the United Kingdom, Australia, Canada, Japan, South Africa, Switzerland or any other jurisdiction in which the release, publication or distribution would be unlawful. this announcement does not constitute an offer any of the securities described herein.

The following information may exclusively be consulted by investors that may have access to such information as allowed under the applicable regulations. The reproduction of these electronic versions (i) on another website or at another virtual or physical location, or (ii) in a printed form or on another carrier for the purpose of distributing these documents, in any manner whatsoever, is strictly forbidden.

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The information is made available for informational purposes only and is not an offer to sell or subscribe for, or the announcement of a forthcoming offer to sell or subscribe for, or a solicitation of any offer to buy or subscribe for, or the announcement of a forthcoming solicitation of any offer to buy or subscribe for any of Invibes Advertising securities in, or towards residents, inhabitants, or citizens of, the United States of America, Canada, Australia, Japan, South Africa, Switzerland, the United Kingdom or any other jurisdiction where such offer or solicitation is not permitted without registration, exemption from registration or qualification under the applicable laws or regulations of the relevant jurisdiction, or does not meet the required conditions under the applicable laws or regulations of the relevant jurisdiction.

Pursuant to the provisions of Article 211-3 of the General Regulations of the Autorité des marchés financiers and in relation to each Member State of the European Economic Area (each a "Relevant Member State"), the following information is only addressed to and is only directed at qualified investors in that Relevant Member State within the meaning of Regulation ((EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, and any implementing measure in each Relevant Member State of the EEA (the "Prospectus Regulation")) ("Qualified Investors").

Securities may be offered or sold in the United States of America only pursuant to registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or pursuant to an exemption from such registration requirement such as to "Qualified Institutional Buyers" within the meaning of Rule 144A under the Securities Act or "Institutional Accredited Investors" within the meaning of Regulation D under the Securities Act, in reliance on an exemption from registration under the Securities Act. The securities of Invibes Advertising that are the subject of this press release have not been and will not be registered under the Securities Act, or with any other security regulatory authority of any state or other jurisdiction of the United States of America, and Invibes Advertising does not intend to conduct a public offering of the securities that are the subject of this press release in the United States.

No information, or any copy thereof, may, directly or indirectly, be taken or sent to, or distributed in, the United States of America, Australia, Canada, Japan, South Africa, Switzerland, the United Kingdom or any other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which requires any registration or licensing within such jurisdiction. The information contained in this press release does not constitute an offer of securities in France, the United States, the United Kingdom, Canada, Australia, Japan or any other country. This document does not constitute an offer to sell or a public offering of Invibes Advertising shares in the United States or in any other country.

In general, any person who would like to receive access to the following information must verify in advance that such access does not constitute a breach of any applicable law or regulations. Invibes Advertising cannot be held liable should these restrictions be breached by any person.

Invibes Advertising has taken reasonable care to ensure that the information on this website (other than information accessed by hyperlink) is accurate at the time of last revision of the website. However, Invibes Advertising accepts no liability for the accuracy or completeness or use of, the following information contained on this website, nor to update this information, it being understood that Invibes Advertising shall only update the following information in case it is legally obliged to do so. The information on Invibes Advertising's website or contained in the following information should not be construed to constitute an advice or a recommendation, including but not limited to investment, tax, legal or other advice, and should not be relied upon as the basis for any decision or action. In particular, actual results and developments

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may be materially different from any forecast, forward-looking statement, opinion or expectation expressed in the following information or on Invibes Advertising's website.

Next publication: 2021 full-year results, March 22, 2022, after the close of trading

About Invibes Advertising

Invibes Advertising is an advanced technology company specialising in digital advertising. Its innovative solutions are based on an in-feed format, integrated into media content.

Invibes is inspired by social media advertising and develops its own technology to help brands better communicate with consumers. Its technology is optimised for delivery on a closed network of media groups, including Bertelsmann, Hearst, Unify, Groupe Marie Claire, Axel Springer, and many others. Clients include major brands such as Mercedes, Samsung, Levi's, and IBM.

Founded in 2011, Invibes Advertising is a listed company on Euronext Growth Paris (Ticker: ALINV - ISIN: BE0974299316). Visit www.invibes.com for more information.

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Financial & Corporate Contacts:

Invibes Advertising

Kris Vlaemynck, CFO [e-mail]

Listing Sponsor Atout Capital Rodolphe Ossola [e-mail] [phone]

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Alexandre Commerot [e-mail] [phone]

Financial Media Relations

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Jennifer Jullia [e-mail]

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