JOINT PRESS RELEASE

This is a joint press release by HollandsGlorie B.V. (the "Offeror"), an affiliate of Nolet Holding B.V. ("Nolet", and together with its affiliates the "Nolet Group") and Lucas Bols N.V. ("Lucas Bols" or the "Company"). This joint press release is issued pursuant to the provisions of Section 17, paragraph 1 of the European Market Abuse Regulation (596/2014), as well as Section 4, paragraphs 1 and 3, Section 5, paragraph 1 and Section 7, paragraph 4 of the Dutch Decree in Public Takeover Bids (Besluit openbare biedingen Wft, the " Decree") in connection with the intended recommended public offer by the Offeror for all the issued and outstanding shares in the capital of the Company (the "Offer"). This press release does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in the Company. Any offer will be made only by means of an offer memorandum approved by the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten, the "AFM"). This press release is not for release, publication or distribution, in whole or in part, in or into, directly or indirect ly, in any jurisdiction in which such release, publication or distribution would be unlawful, including the United States .

Nolet and Lucas Bols to create Dutch champion in the

global spirits and cocktail market

  • Recommended public offer by Nolet for Lucas Bols of EUR 18 per share, resulting in a significant premium of 76%
  • Nolet and Lucas Bols see unique opportunity to bring two leading global spirits and cocktail companies with a rich heritage under one Dutch flag
  • Nolet, as long-term, committed and financially strong partner, will enable Lucas Bols to accelerate its growth strategy
  • The Lucas Bols Company will continue to be based in Amsterdam and to operate with its current name, leadership, route-to-market and other partnerships

Schiedam, Amsterdam, the Netherlands, 9 October 2023 - Nolet Group ("Nolet") and Lucas Bols N.V. ("Lucas Bols") are pleased to announce they have reached conditional agreement on an intended recommended public offer by Nolet for all issued and outstanding shares in the capital of the Company (the "Shares") of EUR 18 per share (cum dividend) in cash (the "Consideration"), valuing 100% of the Shares at approximately EUR 269.5 million. This will create a Dutch champion in the global spirits and cocktail market and preserve valuable heritage and growth potential for the long term. The Consideration represents a premium of approximately 76% to Lucas Bols' closing price per Share on 6 October 2023 of EUR 10.20. This delivers immediate, certain and attractive value to the shareholders of Lucas Bols. Both parties acknowledge the importance of Nolet acquiring 100% of the Shares, pursuant to the Offer.

The management board (the "Management Board") and supervisory board (the "Supervisory Board, and together with the Management Board, the "Boards") of Lucas Bols consider the Offer to be in the best interest of the Company and all of the Company's stakeholders, including its shareholders, and unanimously support the Offer and the transactions contemplated in connection therewith, including the post-closing restructuring (together with the Offer, the "Transaction") and fully recommend the Offer to the shareholders of Lucas Bols.

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Nolet and The Lucas Bols Company see this as a unique opportunity to bring together two leading Dutch companies with a rich heritage and a wide range of strong spirits and cocktail brands. Nolet and Lucas Bols complement each other well in terms of markets, brands, innovation and marketing, which will enable further international growth.

As part of the Nolet Group, almost four and a half centuries of Lucas Bols' craftsmanship and heritage will be preserved for the long term. With Nolet, Lucas Bols will have a shareholder who, through its own history and family culture, understands what is needed to continuously strengthen spirits and cocktail brands for generations to come. As a long-term, committed and well-funded strategic partner the Nolet Group offers Lucas Bols a strong base by providing The Lucas Bols Company an opportunity to accelerate its growth strategy. Nolet has the focus, strength and resources to enable this. For Nolet, the combination with Lucas Bols is a valuable expansion with a strong portfolio of well-known brands. This is fully aligned with the long-term strategy of the Nolet family company. Nolet has been a large shareholder of Lucas Bols since its listing in 2015.

The Lucas Bols Company will retain its identity, name and brands. It will be brought into the Nolet Group as a separate company under the continued leadership of Lucas Bols's current CEO Huub van Doorne and CFO Frank Cocx, operating from its existing locations in Amsterdam.

Huub van Doorne, CEO of Lucas Bols: "Since 2006, when we brought back Lucas Bols to Amsterdam, we have been on a journey to grow the Company and its brands in the international cocktail markets. Nolet as a partner is the right next step to continue this journey and accelerate long-term growth. Together we create a Dutch champion in the global spirits and cocktail market with a strong portfolio of brands, the right focus and strengthened brand investments. The Lucas Bols team and passionate, entrepreneurial culture have been pivotal in our success over the past 17 years and can flourish within the new partnership. The strong family values and centuries of Dutch heritage of Nolet are a great fit with the Lucas Bols culture and together we will reinforce this valuable heritage as a Dutch champion for the very long term. Our relationship with Nolet has always been very respectful and constructive and we look forward to an exciting and successful future."

René Hooft Graafland, Chair of the Supervisory Board of Lucas Bols: "Since its listing in 2015, Nolet has been very supportive of Lucas Bols' development. Because Nolet is a solid partner with a long-termvision for the Company that fully supports our strategy, this transaction creates a stable foundation for the future. At the same time, it provides our shareholders the opportunity to monetise their current investment and realise immediate, attractive and certain value for their shares, reflecting Lucas Bols' potential at a fair price and a significant premium. Together with our financial and legal advisors we have carefully evaluated the Offer and run a diligent process, including the consideration of alternative strategic options and a broad set of financial and non-financialcriteria. We believe the Offer is beneficial to The Lucas Bols Company and all its stakeholders and therefore the Supervisory Board unanimously supports the Offer."

Carel Nolet, Chair of Nolet Group: "As a family, we are extremely pleased to bring two of the most successful Dutch distilleries together. By combining forces, we are jointly continuing our rich history and thereby preserving valuable heritage under one Dutch flag for the long term . Nolet and Lucas Bols complement each other well in terms of markets, brands, innovation and marketing. For us, the

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combination with Lucas Bols is a valuable expansion with a strong portfolio of well-known brands. Lucas Bols is an industry-leading company we know very well. We have been a large shareholder since its listing in 2015 and have been supporting the leadership in delivering their strategy ever since. Through our own history and family culture, we understand what it takes to continuously strengthen spirits and cocktail brands for generations to come. Nolet has been operating in this industry for eleven generations. We have the focus, the resources and the stamina to further accelerate growth for The Lucas Bols Company and provide for a new strong home base for the long term. We are very much looking forward to work together with Huub, Frank and their teams."

Transaction highlights

  • Nolet, through its affiliate HollandsGlorie B.V., and Lucas Bols have reached conditional agreement (the "Merger Agreement") on an intended recommended public offer by HollandsGlorie B.V. for all issued and outstanding shares in the capital of Lucas Bols of EUR 18 (cum dividend) in cash per Share, representing a total value of approximately EUR 269.5 million for 100% of the Shares.
  • The Consideration represents a premium of 76% to Lucas Bols's closing share price on 6 October 2023, 73% premium to the 3-month and 72% premium to the 6-month volume weighted average closing share price prior to this announcement, delivering immediate, attractive and certain value to the shareholders of Lucas Bols.
  • The Nolet Group has been a shareholder of Lucas Bols since its listing and already holds approximately 29.9% of the Shares.
  • The CEO, CFO and the Chairman of the Supervisory Board of Lucas Bols, who in the aggregate currently hold 5.4% of the Shares, have executed undertakings to tender all those Shares in the Offer, subject to the Offer being made and certain other customary conditions.
  • The Offeror will fully finance the transaction from cash resources available within the Nolet Group, providing very high deal certainty.
  • Lucas Bols will retain its identity, name and brands. It will be brought into the Nolet Group as a separate company under the continued leadership of Lucas Bols' current CEO and CFO, operating from Amsterdam.
  • The current members of the Management Board and Supervisory Board of Lucas Bols will remain in office, strengthened by two additional Supervisory Board members designated by Nolet.
  • The Transaction is subject to customary pre-offer conditions and offer conditions.
  • Nolet and Lucas Bols have agreed to certain covenants for a prolonged period after Settlement (as defined below).

Strategic rationale

With its offer Nolet creates the opportunity for Nolet and Lucas Bols to jointly enter into a new chapter of the rich history of these two successful Dutch distillers. Together they will become the Dutch champion in the global spirits and cocktails market, strengthening their heritage for the long term.

Nolet is, since its establishment in 1691 by Joannes Nolet, led by the family, from Schiedam. It is one of the oldest family companies in the Netherlands that successfully develops, produces and sells spirits. Nolet's factory and headquarters are in Schiedam, well-known for being the distillers heart of the Netherlands for many centuries. Currently the 10th, 11th and 12th generations are actively involved in the company.

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The Lucas Bols Company has been combining heritage with craftsmanship and a creative spirit for almost 450 years, with very strong ties to the city of Amsterdam where its operations and headquarters are located. Lucas Bols has a lot in common with Nolet, such as their core values, originating from their history as family companies. The Lucas Bols company has a rich tradition of innovation and successfully developing and growing cocktail and spirits brands around the globe. That experience together with the heritage and great portfolio of brands are a wealthy source of knowledge and future inspiration.

Nolet and Lucas Bols complement each other well in terms of markets, brands, innovation and marketing, which will enable further international growth. Nolet is the inventor of well-known spirits brands as Ketel One Vodka, KETEL 1 Jenever, NOLET'S Gin, while The Lucas Bols Company markets Bols (The World's First Cocktail Brand), Passoã, Galliano and Tequila Partida, amongst others, as successful brands.

As part of the Nolet Group, Lucas Bols' heritage, craftsmanship and close ties to the city of Amsterdam will be preserved for the very long term. Lucas Bols will have a shareholder who, through its own history and family culture, understands what is needed to continuously strengthen brands for generations to come. This by further investing in brands, innovation and growth.

As a long-term, committed and financially strong strategic partner, the Nolet Group can provide Lucas Bols an opportunity to accelerate its growth strategy. Nolet has the focus, strength and resources to make this possible for The Lucas Bols Company.

In view of Lucas Bols' aim to reduce its leverage, the Offeror has committed to underwrite a share issuance of the Company following and subject to Settlement to a maximum of EUR 20 million in the event that the Lucas Bols Boards determine that such share issuance is beneficial to reducing the leverage.

For Nolet the combination with Lucas Bols is a valuable expansion with a strong portfolio of well-known brands. This is fully in line with the long-term strategy of the Nolet family company.

Nolet fully supports Lucas Bols' strategy. Both parties see potential for acceleration of Lucas Bols' strategy following the Offer, specifically in respect of:

  • The further development of Lucas Bols' leading position in the global cocktail markets through innovations and new concepts (including flavour, and packaging innovations) as well as acquisitions.
  • The growth of Lucas Bols' cocktail brands by further investing in brand awareness and the route -to- market, including the Company's successful Lucas Bols USA platform.
  • Driving the growth of local cocktail and spirits brands and developing some of these brands into 'Global Cocktail Brands'.
  • The further development and expansion of the no- & lower-alcohol cocktail proposition.

Transaction process

Following an initial expression of interest from Nolet and, after several rounds of negotiations, a conditional non-binding proposal to acquire the Shares through a public offer for EUR 18 (cum dividend) per Share, Nolet and Lucas Bols engaged in constructive discussions to bring two leading spirits and cocktail players with a rich heritage under one Dutch flag. Consistent with their fiduciary duties, the

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Boards, with the assistance of their financial and legal advisors, have carefully reviewed and evaluate d all aspects of the proposal, including, amongst others, the strategic merits, deal certainty, financial, non - financial, operational and social aspects. As a result of the discussions, review and evaluation, the Offeror and Lucas Bols have entered into the Merger Agreement subject to terms and conditions set out therein and as summarised in this press release.

Support and unanimous recommendation from the Boards

Lucas Bols' Management Board and Supervisory Board are convinced that the Offer is in the best interest of the Company and the sustainable, long-term success of its business, taking especially into account the interests of all of the Company's stakeholders.

Shareholders have the opportunity to offer their Shares at an attractive price, generating a significant premium. The ability of the Offeror to fully fund the offer through cash resources available within the Nolet Group and the absence of any required merger clearance provide a very high degree of transaction certainty to the Shareholders. The Lucas Bols Company preserves its workforce, route-to-market through its network of distributors and other partnerships and the transaction enables them to flourish. Employees become part of a combination of two successful Dutch distilleries with a great heritage that complement each other well in many areas. This also offers them more opportunities for development and personal growth. Customers, suppliers and other important business partners of Lucas Bols can continue to rely on the existing cooperation and relationship, while also benefitting from further development of innovations and new products.

Taking all these considerations into account, and having followed a diligent process including advice of their financial and legal advisers, the Boards unanimously support the Transaction and recommend that Lucas Bols' shareholders tender their Shares under the Offer (if and when made) and vote in favour of the resolutions relating to the Transaction (the "Resolutions") at the upcoming extraordinary general meeting of the Company (the "EGM") to be held during the offer period.

Irrevocable undertaking by Board members

The CEO, CFO and the Chairman of the Supervisory Board of Lucas Bols, who in the aggregate currently hold 5.4% of the Shares, have executed undertakings to tender all those Shares in the Offer and to vote such Shares in favour of the Resolutions, subject to the Offer being made and certain other customary conditions. In accordance with applicable public offer rules, any information shared with these persons in relation to the Offer shall be included in the Offer Memorandum (as defined below), to the extent not published before the Offer Memorandum (if and when issued) is made generally available. These persons will tender their Shares on the same terms and conditions as the other Lucas Bols shareholders.

Non-Financial Covenants

Nolet and Lucas Bols have agreed to certain non-financial covenants (the "Non-FinancialCovenants") for a period of three and five years after Settlement, as well as for the very long term, which can only be deviated from within the first five years with the consent of the Supervisory Board Member specifically tasked with monitoring compliance of the Non-Financial Covenants. The Non-Financial Covenants include the following:

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Attachments

Disclaimer

Lucas Bols NV published this content on 09 October 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 October 2023 05:33:03 UTC.