ROEMER CAPITAL ANNOUNCES INVITATION TO TENDER TO HOLDERS OF NEBIUS GROUP N.V. (ISIN: NL0009805522, Bloomberg: NBIS US)

NOT FOR RELEASE, PUBLICATION DISTRIBUTION OR USE, IN WHOLE OR IN PART, BY, IN, INTO FROM OR TO ANY JURISDICTION OR PERSON WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF LAW OR REGULATION

16 October 2024

ROEMER CAPITAL (EUROPE) LIMITED

Invitation to Voluntary Tender

to certain holders of Nebius Group N.V. Class A Ordinary Shares, ISIN: NL0009805522, CUSIP: N97284108, SEDOL: B5BSZB3, Bloomberg: NBIS US (“Shares”)

THIS INVITATION WILL EXPIRE AT 16:00 UTC ON 12 December 2024 (“EXPIRATION TIME”).

Roemer Capital (Europe) Limited (the “Purchaser” or “Roemer Capital”) is inviting certain holders of Shares to tender for the sale of up to 10,300,000 units of Shares for cash at a purchase price of USD 9.72 per 1 Share (the “Purchase Price”), subject to the terms and conditions set out the Invitation to Voluntary Tender Memorandum (the “Memorandum”) and template tender instructions (the “Tender Instruction”) each available on the designated website https://roemercapital.com/news/nbis/ (collectively, the “Tender Documents”).

The Purchaser is a private company limited by shares, incorporated and registered in the Republic of Cyprus with company number HE 333287, whose registered office is at Georgiou Karaiskaki, 17, LIMASSOL BUSINESS CENTRE, Floor 4, Office 4, 3032 Limassol, Cyprus. Roemer Capital is authorised and regulated by the Cyprus Securities and Exchange Commission of P.O. BOX 24996, 1306 Nicosia, Cyprus, CIF Licence Number 305/16. The Purchaser is not affiliated with Nebius Group N.V. or its management.

THE INFORMATION CONTAINED IN THE TENDER DOCUMENTS IS ADDRESSED EXCLUSIVELY TO ELIGIBLE SELLERS (AS DEFINED IN SECTION 3 OF THE MEMORANDUM) AND THEIR AUTHORISED REPRESENTATIVES AND AGENTS.

FOR THE AVOIDANCE OF DOUBT, SHARES THAT ARE NOT AVAILABLE FOR SETTLEMENT THROUGH DEPOSITARY TRUST COMPANY, EUROCLEAR BANK SA/NV AND CLEARSTREAM BANKING S.A. SETTLEMENT SYSTEMS ARE NOT DEEMED ELIGIBLE SHARES FOR THE PURPOSE OF THE TENDER DOCUMENTS.

THE PURCHASER EXPRESSLY RESERVES ITS RIGHTS, IN ITS SOLE AND ABSOLUTE DISCRETION, TO REJECT ANY TENDER INSTRUCTIONS, NOT TO ACCEPT ANY TENDERED SHARES, NOT TO PURCHASE ANY ELIGIBLE SHARES OR TO EXTEND, RE-OPEN, WITHDRAW OR TERMINATE THE TENDER DOCUMENTS AND TO AMEND OR WAIVE ANY OF THE TERMS AND CONDITIONS OF THE TENDER DOCUMENTS IN ANY MANNER. THE PURCHASER WILL NOT IN ANY CIRCUMSTANCES BE LIABLE FOR ANY COSTS, EXPENDITURE, WORK OR EFFORT INCURRED BY ANY TENDERER IN CARRYING OUT ENQUIRIES IN RELATION TO, PROCEEDING WITH, OR PARTICIPATING IN, ANY TRANSACTION UNDER THE TENDER DOCUMENTS, INCLUDING IF THE TENDER DOCUMENTS ARE WITHDRAWN, TERMINATED OR AMENDED BY THE PURCHASER.

THE PURCHASER MAKES NO RECOMMENDATION AS TO WHETHER AN ELIGIBLE SELLER SHOULD OR SHOULD NOT TENDER ELIGIBLE SHARES PURSUANT TO THE TENDER DOCUMENTS. ALL ELIGIBLE SELLERS SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE.

THE PURCHASER SHALL NOT BE LIABLE IF THE SETTLEMENT OF ANY TRANSACTION ENTERED INTO IN ACCORDANCE WITH THE TENDER DOCUMENTS COULD NOT BE COMPLETED FOR ANY REASON.

TENDER DOCUMENTS

Memorandum: Link

Template Tender Instruction: Link

FOR FURTHER INFORMATION

Roemer Capital (Europe) Limited
Georgiou Karaiskaki, 17
LIMASSOL BUSINESS CENTRE, Floor 4, Office 4
3032 Limassol
Cyprus

https://roemercapital.com/news/nbis/

nebius@roemercapital.com

Bloomberg EMSX ID: ROME