AZRN Azerion Group NV

Azerion publishes bond prospectus and applies for admission to trading of its bonds on Nasdaq Stockholm

Amsterdam, 8 December 2023 – Azerion Group N.V. (the “Company”) has, on 14 September 2023, following a bookbuilding process, successfully placed EUR 165 million of senior secured floating rate bonds under a framework of EUR 300 million to qualified institutional investors internationally (the "Bonds").

The Dutch Authority for the Financial Markets (Autoriteit Financiële Markten (the “AFM”)) has on 8 December 2023 approved the prospectus in relation to the admission to trading of the Bonds (the "Prospectus"). The approval of the Prospectus has been notified to the Swedish Financial Supervisory Authority (Sw. Finansinspektionen). The Prospectus will be available on the AFM’s website (https://www.afm.nl/en/sector/registers/meldingenregisters/goedgekeurde-prospectussen) and, together with a Swedish translation of the summary of the Prospectus, on the Company’s website (https://www.azerion.com/reports/).

The Company will apply for listing of the Bonds on the Corporate Bond List of Nasdaq Stockholm. The Bonds will be admitted to trading at Nasdaq Stockholm as soon as possible.

About Azerion

Founded in 2014, Azerion (EURONEXT: AZRN) is one of Europe’s largest digital advertising and entertainment media platforms. Azerion brings global scaled audiences to advertisers in an easy and cost-effective way, delivered through our proprietary technology, in a safe, engaging, and high quality environment, utilizing our strategic portfolio of owned and operated content with entertainment and other digital publishing partners. Having its roots in Europe and with its headquarters in Amsterdam, Azerion has commercial teams based in over 26 cities around the world to closely support our clients and partners to find and execute creative ways to make a real impact through advertising.

For more information visit: www.azerion.com

Contact:Andrew BuckmanHead of Investor Relationsir@azerion.com

Media

press@azerion.com

Disclaimer

This communication does not constitute an offer to sell, or a solicitation of an offer to buy, any securities or any other financial instruments.

This communication does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Bonds or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with or act as an inducement to enter into, any contract or commitment whatsoever.

In particular, this communication does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, or form part of any offer, invitation or solicitation to purchase, securities to any person located or resident in the United States or to any U.S. Person (as defined in Regulation S under the U.S. Securities Act). The securities referred to herein have not been, and will not be, registered pursuant to U.S. Securities Act or any securities laws in any state or other jurisdiction in the United States and may not be offered, sold, accepted, exercised, re-sold, renounced, transferred or delivered, whether directly or indirectly, in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. No public offering of securities is being, has been, or will be made in the United States.

This communication is made accessible on the basis that any offers of securities referred to herein in any Member State of the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of such securities. The Bonds have, with respect to persons in Member States of EEA, only been offered to persons who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Regulation and Section 1:1 of the Dutch Financial Supervision Act. The expression "Prospectus Regulation" means Regulation No. 1129/2017.

In the United Kingdom, the material is made accessible on the basis that any offers of securities referred to herein will be made pursuant to an exemption under the UK Prospectus Regulation from the requirement to publish a prospectus for offers of such securities. The Bonds have, with respect to persons in the United Kingdom, only been offered to persons who are qualified investors within the meaning of Article 2(1)(e) of the UK Prospectus Regulation. The expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of retained EU law as defined in the EU (Withdrawal) Act 2018.

The release, publication or distribution of the material may be restricted by law and persons in such jurisdictions in which a release, publication or distribution of the material should therefore inform themselves about, and observe, any such restrictions.

This press release may include projections and other "forward-looking" statements within the meaning of applicable securities laws. Any such projections or statements reflect the current views of the Company about future events and financial performance. No assurances can be given that such events or performance will occur as projected and actual results may differ materially from these projections.