Ad-hoc: Marley Spoon Group SE – Marley Spoon Group SE: Marley Spoon Group SE announces measures for the financial restructuring of its German subsidiary Marley Spoon SE

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Marley Spoon Group SE announces measures for the financial restructuring of its German subsidiary Marley Spoon SE

• Increase and extension of the loan from Runway Growth Finance until 31 December 2030 with the vast majority of the loan (including interest) being subordinated
• Lenders are granted the right to convert the loan in whole or in part into shares of Marley Spoon SE, whereby the conversion right in respect of the subordinated loan amount may be exercised only once and is capped
• Shares in Marley Spoon SE to be held through two holding companies
• Simplified capital reduction planned at Marley Spoon SE to offset losses

Luxembourg, 12 December 2025 – Marley Spoon Group SE (ISIN: LU2380748603, “Company”, together with its group companies “MS Group”), a leading global subscription-based meal kit provider, announces that the negotiations with stakeholders on necessary financial contributions for the financial restructuring of its German subsidiary Marley Spoon SE, based in Berlin, Germany (“MSSE”), have been finalised. The Company holds 99.5% of the shares in MSSE. The investment in MSSE is a material asset of the Company and MSSE plays a central role in the MS Group. The implementation of MSSE’s financial restructuring is a key factor in the Company’s ongoing efforts to ensure financial sustainability and enables investments in its profitable growth.

The resolved financial restructuring of MSSE includes the following measures in particular: The term of the existing loan to MSSE as borrower and Runway Growth Finance Corp. and Runway Growth Finance L.P. (collectively “Lenders”) has been extended until 31 December 2030 and increased by an amount of approx. EUR 35.1 million (“Loan”). The Lenders have declared a qualified subordination in the amount of approx. EUR 103.1 million (including accrued interest) plus future interest. Furthermore, the Lenders are granted the right to convert the Loan wholly or partially into shares of Marley Spoon SE.

The Lenders shall have the right to contribute the Loan to MSSE in exchange for the issue of (ordinary) shares of MSSE as part of a capital increase in kind. The Lenders‘ participation in MSSE as a result of a possible conversion of the subordinated part of the Loan may not exceed 80%; this right may be exercised only once. Additionally, the Lenders have the right to convert the part of the Loan which has not been subordinated up to an amount of about EUR 4.0 million. Any excess amounts will be posted to the capital reserve.

In this context, MSSE and the Company are to effect a simplified reduction in the share capital of MSSE from EUR 73,559,137 by EUR 53,943,369.00 to EUR 19,615,768.00. Therefore, MSSE will convene an extraordinary general meeting at short notice to resolve on the simplified capital reduction.
Furthermore, the Company has granted the Lenders the right to acquire shares in Marley Spoon Group SE (warrant) representing 1.00% of the registered share capital.

Finally, the Company is required to implement a structure required for US-based lenders. The Company will form two holding companies and contribute its shares in MSSE to one of those entities. These structural changes at Company level are intended to give the Lenders a simplified access to the secured shares in MSSE in the event of an enforcement scenario.

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.