Ad-hoc: Marley Spoon Group SE – Marley Spoon Group SE: Closing of the financing transaction in connection with the financial restructuring of its German subsidiary Marley Spoon SE with increased financing amou

With reference to the ad hoc announcement of 12 December 2025 regarding the financial restructuring of Marley Spoon SE („MSSE„), a 99.5%-owned subsidiary of the Company, the Company hereby announces that the financing transaction announced on 12 December 2025 has been completed. The financing documentation with Runway Growth Finance Corp. and Runway Growth Finance L.P. (the “Lenders”) has been finalised and signed. Due to an increased financing need of the MS Group resulting from adverse market conditions, the financing amounts have been increased compared to the amounts set out in the ad hoc announcement of 12 December 2025. In particular, the loan to MSSE has been increased to an amount of approx. EUR 45.5 million (previously: approx. EUR 35.1 million). At the same time, the non-subordinated loan amount has increased from EUR 8.2 million to EUR 15.0 million. The Company expects no material changes to the amount subject to the qualified subordination declared by the Lenders. The remaining key terms of the financing transaction, including the Lenders‘ conversion rights, the simplified capital reduction at MSSE, the warrant granted to the Lenders and the holding structure, remain as previously announced.

Important Notice
This publication may not be published, distributed, or transmitted in the United States, Canada, or Japan. This publication does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the “Securities”) of the Company in the United States, Canada, Japan or any other jurisdiction in which such offer or solicitation is unlawful. The Securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Securities of the Company have not been, and will not be, registered under the Securities Act. The Securities referred to herein may not be offered or sold in Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Canada or Japan subject to certain exceptions. This release may contain forward-looking statements, estimates, opinions and projections with respect to anticipated future performance of the Company (“Forward-Looking Statements”). These Forward-Looking Statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “intends,” “may,” “will” or “should” or, in each case, their negative, or other variations or comparable terminology. These Forward-Looking Statements include all matters that are not historical facts. Forward-Looking Statements are based on the current views, expectations and assumptions of the management of the Company and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-Looking Statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any Forward-Looking Statements included herein only speak as at the date of this release. We undertake no obligation, and do not expect to publicly update, or publicly revise, any of the information, Forward-Looking Statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. We accept no liability whatsoever in respect of the achievement of such Forward-Looking Statements and assumptions.

Kontakt:
Peter Lorenz, General Counsel
peter.lorenz@marleyspoon.com