EFIC1 EGM Approves Business Combination With Azerion

The first day of listing and trading on Euronext Amsterdam under the new name
“Azerion Group N.V.” and ticker symbol “AZRN” expected to be 2 February 2022

Public disclosure of inside information in accordance with article 17(1) of the Regulation (EU) No 596/2014 on market abuse (Market Abuse Regulation)

AMSTERDAM, Jan. 31, 2022 (GLOBE NEWSWIRE) — European FinTech IPO Company 1 B.V. (“EFIC1”), a special purpose acquisition company (SPAC) incorporated under the laws of the Netherlands and listed on Euronext Amsterdam (ticker symbol: EFIC1 and EFICW), obtained shareholder approval for its business combination with Azerion Holding B.V. (“Azerion”), a high-growth, EBITDA profitable, digital entertainment and media company, at the extraordinary general meeting (the “EGM”) held today.

SHAREHOLDER APPROVAL

More than 95% of the votes cast at the EGM voted to approve the Business Combination, significantly exceeding the required threshold for approval (i.e. 50%+1 of the votes cast on the outstanding ordinary shares and special shares at the EGM).

The general meeting has also formally approved and adopted the other agenda items required to satisfy the shareholder approval condition under the business combination agreement entered into on 13 December 2021 between EFIC1, Azerion and Azerion’s shareholders (the “Business Combination Agreement”): (i) the proposed restructuring of EFIC1 (i.e. the cancellation of certain ordinary shares repurchased by EFIC1 under the share repurchase arrangement, the amendments of the articles of association of EFIC1 and its conversion into a limited company (naamloze vennootschap)) and (ii) the appointment of Atilla Aytekin, Umut Akpinar and Maria del Dado Alonso Sanchez as members of the new management board.

In the EGM, the general meeting also duly approved and adopted the remaining voting items, being (i) the appointment of Peter Tordoir, Derk Haank, Klaas Meertens, Chris Figee, Florence von Erb and Katrin Brökelmann as members of the new supervisory board, (ii) the remuneration policies and the implementation of the long-term incentive plan, (iii) the change of the external auditor, (iv) authorisations of the management board to repurchase ordinary shares and cancel capital shares and (v) the cancellation of certain capital shares and conditional special shares. As a result, all 10 voting items on the agenda were considered and approved at the EGM. The voting results are available on EFIC1’s website (www.efic1.com) for further information.

NEXT STEPS

Subject to the remaining closing conditions under the Business Combination Agreement being satisfied or waived, the transaction is expected to be completed on 1 February 2022, with remaining structuring steps as approved by the general meeting in the EGM (see above) taking place during the morning of 2 February 2022.

PRESS AND INVESTOR INFORMATION EFIC1

Press contacts: Marion Banide (banide@hague.company; +31 (0) 62 144 1396) and Matthias Goldbeck
(matthias.goldbeck@ccounselors.com; +49 (0) 172 842 7007).
Investor contacts: ir@efic1.com or +31 (20) 240 4240.

DISCLAIMER

This press release is for information purposes only. The information contained in this press release does not purport to be full or complete and, in particular, does not contain all the information that should be considered concerning the proposed business combination between European FinTech IPO Company 1 B.V. (“EFIC1”) and Azerion Holding B.V. (“Azerion”) pursuant to a business combination agreement between EFIC1, Azerion and Azerion’s shareholders (the “Business Combination”) and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. No reliance may be placed by any person for any purpose on the information contained in this press release or its accuracy, fairness or completeness.

No reliance may be placed by any person for any purpose on the information contained in this press release or its accuracy, fairness or completeness. EFIC1 will not be held liable for any loss or damages of any nature ensuing from using, trusting or acting on information provided. This press release does not constitute, and should not be construed as, an offer to sell or a solicitation of any offer to purchase the ordinary shares and/or warrants of EFIC1 and is not a recommendation to engage in any investment activities.

This press release may include certain forward-looking statements, which are based on current expectations and projections with respect to future events and speak only as of the date hereof (“Forward-looking Statements”). By their nature, Forward-looking Statements are subject to known and unknown risks, uncertainties, assumptions and other factors because they relate to events and depend on circumstances that will occur in the future whether or not outside the control of EFIC1. Such factors may cause actual results, performance or developments to differ materially from those expressed or implied by such Forward-looking Statements. No assurances can be given that the Forward-looking Statements will be realised. No representation or warranty is made that any of these Forward-looking Statements will come to pass or that any estimated result will be achieved. Accordingly, no undue reliance should be placed on any Forward-looking Statements.