EQS-Adhoc: Cliq Digital AG: No tender offer by Dylan Media – Request to add resolution on repurchase offer and decrease of the Company's share capital to the AGM agenda

Cliq Digital AG: No tender offer by Dylan Media – Request to add resolution on repurchase offer and decrease of the Company's share capital to the AGM agenda

Dusseldorf, 11 June 2025 – Today, Cliq Digital AG ("Company") was informed by Dylan Media B.V. ("Dylan Media") that Dylan Media will no longer pursue its previously considered public partial tender offer to the Company's shareholders. Dylan Media further informed the Company that it currently holds around 19.1% of the Company's shares ("Shares") and has entered into purchase agreements relating to further 21.2% of the Shares, thereby increasing Dylan Media's total shareholding to around 40.3% of the Company's share capital.

Dylan Media has further informed the Company about its decision to submit a request to add an agenda item to the Company's upcoming annual general meeting ("AGM 2025") relating to the implementation of a public partial share repurchase offer by the Company to all shareholders of the Company to acquire up to 2,060,000 Shares, corresponding to around 31.65% of the Company's share capital, in exchange for a consideration of EUR 6.06 per Share (representing the volume-weighted average price of the Shares of the six-month period preceding the date hereof plus a 15% premium) ("Potential Partial Repurchase Offer"), combined with a decrease of the Company's share capital by redemption of the Shares to be acquired under the Potential Partial Repurchase Offer. Moreover, Dylan Media informed the Company that it would reserve the right to amend its voting proposal until the AGM 2025 reflecting, in particular, financial information expected to be published before the AGM 2025. Dylan Media also informed the Company that it would irrevocably and unconditionally undertake not to accept the Potential Partial Repurchase Offer for any Shares held by it.

Given the significant changes to the Company’s shareholder structure, the limited demand and liquidity of the Shares, and the capital market no longer being the most viable option for the Company's financing, while facing substantial ongoing listing obligations, expenses and opportunity costs, the Company continues to consider a delisting of the Shares from all stock exchanges to be in the interest and as the right course of action for the Company and intends to decide on a delisting after completion of the Potential Partial Repurchase Offer. The Company will inform the shareholders and the capital market on the result of the Potential Partial Repurchase Offer and the further considerations with regard to a delisting in due course.