NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHINAUSTRALIA ,CANADA ,HONG KONG ,JAPAN ,SOUTH AFRICA ,THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL Reference is made to the stock exchange announcement on31 March 2023 regarding the launch of the recommended voluntary offer (the "Offer") to acquire all outstanding shares ofMeltwater N.V. ("Meltwater" or the "Company") byMW Investment B.V. ("MW Investment " or the "Offeror"), and to the offer document for the Offer dated30 March 2023 (the "Offer Document"). As referred to in the board recommendation attached to the Offer Document, a position statement within the meaning of article 2 paragraph 2, article 18 paragraph 2 and Annex G of the Dutch Decree on public offers Wft (Besluit openbare biedingen Wft) has been made available on the Company's web page, www.meltwater.com, under Investor Relations -Financial News & Stock Exchange Notices. For further information, please contact:Meltwater N.V. Brinlea Johnson (Investor Relations and Media Contact New York) ir@meltwater.comElise Heidenreich (Investor Relations and Media Contact Oslo) eh@meltwater.com This is a press release of Meltwater pursuant to the provisions of article 18 paragraph 3 of the Dutch Decree on public offers Wft (Besluit openbare biedingen Wft). About Meltwater Meltwater provides social and media intelligence. By analysing ~1 billion online documents each day, Meltwater enables PR, Communications, and Marketing professionals to make informed strategic decisions and influence the world around them. The Company was founded inOslo, Norway , in 2001 and now has 50 offices across six continents. The Company has 2,300 employees and 27,000 corporate customers, including industry leaders in several sectors. Learn more at www.meltwater.com. Important notice This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act. It may be unlawful to distribute this announcement in certain jurisdictions. This announcement is not for distribution inAustralia ,Canada , theHong Kong special administrative region ofthe People's Republic of China ,Japan ,South Africa ,the United States or to any other jurisdiction where such distribution would be unlawful. The information in this announcement does not constitute an offer of securities for sale in such jurisdictions. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement does not constitute an offer for sale of, or a solicitation of an offer to purchase or subscribe for, any securities inthe United States . The Offer or Consideration Shares referred to in this release have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold withinthe United States or toU.S. Persons unless registered under theU.S. Securities Act and applicable state securities laws or an exemption from such registration is available. The information contained in this announcement is for informational purposes only and does not purport to be full or complete. The Offeror does not intend to conduct a public offering inthe United States and is relying on exemptions from registration. The Offer will be made to shareholders inthe United States in compliance with applicableU.S. securities laws and regulations, including Section 14(e) and Regulation 14E under theU.S. Securities Exchange Act of 1934, as amended. Copies of this announcement are not being, and should not be, distributed in or sent intothe United States . In theUnited Kingdom , this announcement is for distribution only to and is directed only at persons who (i) have professional experience in matters relating to investments which fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc") of the Financial Promotion Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons. This announcement has been prepared on the basis that any offer of securities in any Member State of the European Economic Area which has implemented the Prospectus Regulation (EU) (2017/1129, as amended, the "Prospectus Regulation") (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Regulation, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of securities. Accordingly, any person making or intending to make any offer in that Relevant Member State of securities, which are the subject of the offering contemplated in this announcement, may only do so in circumstances in which no obligation arises for the Offeror to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 16 of the Prospectus Regulation, in each case, in relation to such offer. Neither the Offeror, Altor or Marlin nor any of the advisors have authorised, nor do they authorise, the making of any offer of the securities through any financial intermediary, other than offers made by the Offeror which constitute the final placement of the securities contemplated in this announcement. Neither the Offeror, Altor, Marlin nor any of the advisors have authorised, nor do they authorise, the making of any offer of securities in circumstances in which an obligation arises to publish or supplement a prospectus for such offer. This release contains certain forward-looking statements within the meaning of the securities laws and regulations of various international, federal, and state jurisdictions. All statements, other than statements of historical fact, included herein, including without limitation, statements regarding the Offer or the future plans and objectives of the Offeror or Meltwater are forward-looking statements that involve risk and uncertainties. There can be no assurances that such statements will prove to be accurate and actual results could differ materially from those anticipated in such statements. Neither the Offeror, Altor, Marlin, Meltwater nor any of their advisors and/or any of their affiliates or any of their respective directors, officers, employees, advisers, agents or any other person(s) accept any responsibility or liability whatsoever for, or make any representation or warranty, express or implied, as to the accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from this announcement) or any other information relating the Offer, the Offeror or Meltwater. The issue, subscription or purchase of shares in the Offeror is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Offeror, Meltwater nor their advisors assume any responsibility in the event there is a violation by any person of such restrictions. The release is not for publication or distribution, in whole or in part directly or indirectly, in or intoUnited States ,Canada ,Australia ,New Zealand ,Hong Kong ,Japan or any other jurisdiction in which the distribution or release would be unlawful. This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer to sell or purchase, or solicitation to purchase or subscribe for any securities, inthe United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered underthe United States Securities Act of 1933, as amended (the "US Securities Act"). The securities may not be offered or sold inthe United States except pursuant to an exemption from the registration requirements of the US Securities Act. The Offeror does not intend to register any portion of the offering of the securities inthe United States or to conduct a public offering of the securities inthe United States . Copies of this announcement are not being made and may not be distributed or sent intoAustralia ,Canada ,Japan orthe United States .
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