Favorable reasoned opinion of Believe’s Board of directors

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Favorable reasoned opinion
of Believe’s Board of directors

• The Board of Directors rendered, with a unanimous vote from its members present or represented¹, a favorable reasoned opinion on the Offer, considering that such Offer is in the interest of the Company, its shareholders and its employees in the following terms;
• In particular, the Board of Directors considered that the Offer is in the interests of minority shareholders wishing to realize their investment, by enabling them to benefit from immediate and full liquidity at a significant premium over the relevant stock price averages², and at the same price as that obtained by the sellers of majority blocks, and thus recommended that minority shareholders pursuing this objective tender their shares to the Offer;
• It also considered that the Offer was in the interests of shareholders who wished to remain associated with the Company’s potential, by enabling those who would decide not to tender their shares to the Offer to remain shareholders of the Company in the context of its continued listing, but thereby accepting to remain exposed to the associated risks;
• Finally, it considered that the Offer is in the interest of the Company and its employees, enabling the Company to benefit from the support of major shareholders aligned with its development plan and with the ability to support the Company in the next phase of growth and market consolidation.

Paris, 19 April 2024 – On February 11, 2024, a Consortium formed by funds managed by TCV and EQT X, together with Denis Ladegaillerie, the Chairman and CEO of Believe (the “Company”), made an offer to the Company to acquire all Believe’s outstanding shares, through the filing of public tender offer (the “Offer”), at €15 per share (the “Offer Price”). The Offer was part of the Consortium’s agreement to acquire at the same price of €15 the stakes of TCV Luxco BD S.à r.l., Ventech and XAnge, historical shareholders of Believe³ (the “Blocks Acquisitions”)⁴, bringing the Consortium’s ownership at 71.92% of the share capital. The Block Acquisitions remained subject to the required regulatory competition approvals (since obtained), and to the Board of Directors rendering a favorable reasoned opinion.