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Japan, Australia or any other jurisdiction in violation of the relevant laws of such jurisdiction.




I2PO and Deezer reached definitive agreement for a business
combination to publicly list the leading global music streaming
services platform

 A pioneer of innovation in the music streaming industry, Deezer is the second
largest independent music streaming platform in the world, with 9.6 million
subscribers, having generated revenue of €400 million in 2021
 Deezer, the “Home of Music” for fans and artists has developed a scalable and
differentiated global platform, supported by its state-of-the-art product and
successful hybrid B2B/B2C business model
 Transaction will value Deezer at a pre-money equity value of €1,050 million (on a
fully diluted basis) corresponding to an enterprise value of approximately €1,075
million
 The combination with I2PO will be a catalyst for Deezer’s next stage of growth, with
the ambition to achieve €1 billion revenue by 2025, and a clear path to operating
profitability and positive cash-flow
 The combined company will benefit, on the date of completion of the merger, from
the cash held by I2PO, notably in its IPO escrow account (after deduction of any
redemption, as the case may be), and from the cash raised through a PIPE; with a
total amount secured to date of €135 million (through PIPE and non-redemption
undertaking) meeting the minimum cash condition to pursue the group’s growth
strategy, regardless of final redemption rate
 PIPE subscribed by most of the existing shareholders of Deezer including Access
Industries, UMG, Warner Music, Orange, Kingdom Holdings, Eurazeo and Xavier
Niel, as well as a selected group of long-term French and international investors
including Groupe Artémis, Bpifrance and Media Participations
 I2PO will be renamed Deezer upon completion of the combination
Paris, 18 April 2022 – I2PO (ISIN: FR0014004J15, Euronext Paris) (the “Company”), a Special Purpose
Acquisition Company (SPAC), and Deezer, a leading global music and audio streaming platform , one
of the earliest French unicorns and member of France’s Next40 index, today announced that they
have entered into a definitive agreement for a business combination that would result in the
combined entity, to be renamed Deezer becoming a publicly traded company on the professional
segment (Compartiment Professionnel) of the regulated market of Euronext Paris.

This press release constitutes the IBC Notice mentioned in the IPO Prospectus and I2PO Articles
of Association (as such terms are defined below).

*
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Japan, Australia or any other jurisdiction in violation of the relevant laws of such jurisdiction.



Iris Knobloch, Chairwoman of the Board of Directors and Chief Executive Officer of I2PO,
commented: “With its well-established brand, first-class management team and scalable platform,
Deezer is poised to continue to capture a significant share in the booming music streaming growth. This
is a perfect match and a transformational deal that will deliver long-term value creation for our
shareholders as Deezer is a unique asset with considerable strategic avenues for future growth. With
Deezer’s hybrid B2B/B2C strategy to enter key international markets, its highly competitive technology
and focus on ESG, we are confident that the company is well-positioned to disrupt and consolidate while
providing a high-quality music streaming service to millions of users around the world.”

François-Henri Pinault, co-founder and Member of the Board of Directors of I2PO, declared: “We
launched the first European SPAC dedicated to entertainment and leisure with the ambition to take a
European champion to new heights. In Deezer, we have found the ideal combination. I2PO brings an
extensive international network and a complementary skill set to help develop Deezer as the leading
independent music streaming platform through strong positions in selected key markets. We are excited
to accompany one of the emblematic European tech leaders in its next chapter as a public company listed
in Paris.”

Matthieu Pigasse, co-founder and Member of the Board of Directors of I2PO, added: “Music is life.
It is the only universal language. Where words fail, music speaks. As a longtime investor in the media and
entertainment world and a customer of Deezer, I know first-hand that Deezer is the home of music, with
the best experience possible and a unique potential. ‘The future is unwritten’ said Joe Strummer (The
Clash). With Deezer, we’re going to write together the future of music streaming, with a great team,
fantastic tech capabilities, a differentiated business platform and an ability to scale.”

Guillaume d’Hauteville, Chairman of the Board of Deezer, said: “Deezer has been accelerating its
momentum substantially over the past months, reaching again double-digit growth in February. With the
imminent launch of the RTL+ partnership in Germany, among other developments, the future of Deezer
is brighter than ever. We chose to go public via a merger with I2PO as this route allowed us to review our
future business plans and opportunities with an excellent team, increase our financial means, keep our
strategic potential, and provide liquidity to our current and future shareholders. I would also like to thank
all Deezer employees, its management team and historical shareholders led by Access Industries, for
having allowed the company to become what it is today and for continuing to do so with further
investments as part of this transaction. In addition, today’s transaction is another landmark for Access
Industries as we like to help our music and digital investments, such as Deezer, Spotify, Beats, Warner
Music or DAZN, to name a few, grow and become references in their respective markets.”

Jeronimo Folgueira, Chief Executive Officer of Deezer, added: “Today marks an important milestone
in Deezer’s history as we embark on a journey to become a publicly traded company on Euronext Paris. I
am thrilled to partner with I2PO who will provide us with the expertise, the global network and the capital
we need to execute our strategic plan. We are uniquely positioned on the growing music streaming
industry, with a very competitive product, a clear strategy and an experienced and renewed management
team to seize this opportunity and create substantial shareholder value.”

*
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Japan, Australia or any other jurisdiction in violation of the relevant laws of such jurisdiction.




The combination of Deezer and I2PO is a catalyst for growth acceleration and value creation

From a French tech start-up created in 2007 by Daniel Marhely, Deezer has become one of the earliest
French unicorns and the second largest independent music streaming platform globally1. With 9.6
million subscribers2 and €400 million revenue for the year ended December 31, 2021, Deezer has solid
foundations for continued growth in the booming music streaming market. Music streaming3 is
indeed the fastest growing segment of the recorded music market, with retail revenue growing at a
28% compounded annual growth rate (“CAGR”) between 2016 and 2020, reaching a total addressable
market of approximately $22 billion in 2020. Subscribers are expected to continue to grow at a 10%
CAGR between 2020 and 2027 with market size reaching $41.6 billion, on the back of music streaming
subscriber penetration increasing from 8% of worldwide population in 2020 to 14% in 2027.

Deezer intends to continue to grow directing its efforts towards large attractive markets through its
partnership-first strategy and focusing on product innovation and brand differentiation around being
the “Home of Music” connecting fans and artists around the world, all such initiatives being supported
by data-driven and return-on-investment based operational excellence.

Bringing together Iris Knobloch's international industry network and operational expertise, Groupe
Artémis' ability to launch world-class consumer brands and generate long-term value, along with
Combat Holding's expertise in music and unrivalled track record in building leaders through M&A,
I2PO provides a unique combination of talent and expertise and has pursued a unique acquisition
strategy whereby Deezer meets all I2PO’s designated investment criteria4.

The transaction with I2PO would value Deezer at a pre-money equity value of €1,050 million (on a
fully diluted basis) estimated to represent an enterprise value of approximately €1,075 million5 and
allow for significant value creation potential with compelling leverage in key areas:

 Hybrid B2B/B2C strategy: I2PO’s international network with media and entertainment
companies in the key target countries (US, UK, France, Germany, Canada, Italy and Spain) will
provide Deezer with a strategic competitive advantage. Once merged into I2PO, Deezer will
gain significant visibility in Europe and globally, further enhancing its capacity to continue
executing its hybrid B2B/B2C strategy in new regions to win more customers globally. This
strategy provides a cost-efficient entry into new markets to quickly gain market share and build
brand equity, allowing for a transition to B2C expansion with optimized marketing investments.




1
Based on latest number of subscribers published by MIDiA (as of June 21); excludes non-independent players
part of larger conglomerates (Apple Music, Amazon Music, YouTube Music, Tencent Music and NetEase
Music).
2
Please refer to Schedule 1 for detailed methodology.
3
Source: MIDiA Research Global Music Forecasts 2021 – 2028; retail revenue of subscription and audio ad-
supported streaming.
4
See below on pages 8 and 9.
5 €424m bridge to enterprise value includes net cash position of €10m as at December 31, 2021 as per audited
IFRS accounts, plus cash proceeds from transaction of €390m (net of estimated €35m transaction fees), plus
€19m from exercising warrants, hence a pro forma net cash position of €419m, €6m of investments in equity
affiliates, and €1m of provision for employee benefits net of tax (as at December 31, 2021 as per audited IFRS
accounts).

3
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Japan, Australia or any other jurisdiction in violation of the relevant laws of such jurisdiction.



 Product and brand marketing: the founder team of I2PO will provide invaluable input to
increase marketing efficiency and brand impact combining Iris Knobloch’s experience of
launching and marketing media brands and IP around the globe and the unique expertise of
Groupe Artémis in developing and marketing global brands.

 Content and music: the founder team brings expertise, networks and knowledge with respect
to content, culture and more specifically music. Combat Holding’s investments in and
understanding of the music industry, Iris Knobloch’s deep knowledge of the content business
and Groupe Artémis’ expertise in arts and culture will bring tremendous upside to Deezer’s
strategy and decision process.

 Strategic execution: I2PO’s founder team also provides an extensive experience in structuring,
running and scaling operations globally to ensure growth strategy execution and operational
excellence.

 Funding: the contemplated transaction will unlock the resources required by the combined
entity to execute its business development strategy, marketing investments, technology and
product roadmap, international expansion and ESG efforts

As such, I2PO’s deep expertise and strong connections in the media and entertainment landscape are
highly complementary with Deezer’s hybrid B2B/B2C partnership-focused strategy. I2PO and
Deezer’s management teams have fully aligned ambitions for the next stage of growth to achieve
approximately €1 billion revenue by 2025, leading Deezer to operational profitability and positive free
cash-flow.

I2PO considers that Deezer fits perfectly within I2PO’s designated set of investment criteria.

The PIPE transaction is subscribed by new strategic investors and by most of the existing Deezer
shareholders

The combined company will benefit, on the date of completion of the Merger, from the cash held by
I2PO, notably in its IPO escrow account (after deduction of any redemption amount from existing
shareholders of I2PO, as the case may be), and from the cash raised through a PIPE. The total amount
secured to date amounts to €135 million through PIPE and non-redemption undertaking. The PIPE
will be subscribed by most of the existing shareholders of Deezer including Access Industries, UMG,
Warner Music, Orange, Kingdom Holdings, Eurazeo and Xavier Niel as well as a select group of long-
term French and international investors including Groupe Artémis, Bpifrance and Media
Participations.

*

Management of I2PO and Deezer will host an investor call at 12:30 pm CET on April 19, 2022, to
discuss the proposed transaction.

*




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Japan, Australia or any other jurisdiction in violation of the relevant laws of such jurisdiction.



MEDIA CONTACTS

I2PO DEEZER
IMAGE SEPT - i2PO@image7.fr BRUNSWICK – deezer@brunswickgroup.com

Leslie Jung-Isenwater Benoît Grange
+44 (0)7818 641 803 +33 (0) 6 14 45 09 26

Tristan Roquet-Montegon
+33 (0)6 37 00 52 57




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Japan, Australia or any other jurisdiction in violation of the relevant laws of such jurisdiction.




I2PO, the first SPAC in Europe dedicated to entertainment and leisure, which started trading on
Euronext Paris on July 20, 2021, is announcing its Initial Business Combination (as such term is defined
in the prospectus approved by the French Autorité des marchés financiers (“AMF”) on July 13, 2021 (the
“IPO Prospectus”)) with Deezer, a leading global provider of music streaming services.

The Initial Business Combination (the “IBC”) would occur through a merger of Deezer, a French
“société anonyme”, whose registered office is located at 24, rue de Calais, 75009 Paris, registered in
the Paris Trade and Companies Register under number 511 716 573 (“Deezer”) into I2PO, with I2PO
being the surviving entity following the merger (the “Merger”) and being renamed Deezer.

The ordinary shares to be issued by I2PO as consideration for the Merger will be listed and traded on
the professional segment (Compartiment Professionnel) of the regulated market of Euronext Paris on
the settlement and delivery date of the Merger. A prospectus will be prepared and submitted to the
approval of the AMF in relation thereto (the “Merger Prospectus”).

In order to fund the cash requirements of I2PO following the Merger, I2PO will proceed with a share
capital increase of a total amount (issuance premium included) of up to €150 million reserved to
certain identified investors (the “PIPE” and together with the IBC, the “Transaction”), by way of
issuance of up to 15 million new ordinary shares of I2PO expected to be issued at a subscription price
of €10.00 per new ordinary share (the “PIPE Shares”). The PIPE Shares, once issued by I2PO, will be
listed and traded on the professional segment (Compartiment Professionnel) of the regulated market
of Euronext Paris on the settlement and delivery date of the PIPE. A prospectus will be prepared and
submitted to the approval of the AMF in relation thereto (the “Listing Prospectus”). Completion of
the PIPE is a condition precedent to the completion of the Merger.

(1) Presentation of Deezer

Deezer is a leading global provider of music streaming services, with a catalogue of more than 90
million tracks. Deezer provides millions of subscribers with access to music, as well as live radio,
podcasts and audiobooks. Deezer’s users, in more than 180 countries, can stream audio content on
the device of their choice, including smart speakers, voice assistants, smart watches, smart TVs,
connected cars, smartphones, laptops, tablets and other wireless audio systems. Deezer markets and
distributes its service offerings to consumers directly through its mobile application and website,
www.deezer.com, and indirectly through B2B partnerships. Deezer’s partners include
telecommunications, video streaming, cable television and other media companies, smart device
manufacturers and other partners. In 2010, Deezer established a long-term partnership with Orange
S.A., France’s largest telecom operator and, in 2016, Deezer entered into a partnership with TIM
Celular S.A., one of the largest mobile and fixed telecommunications carriers in Brazil. Deezer also
recently entered into a long-term partnership with RTL Interactive GmbH (“RTL”), Germany’s leading
broadcast, content and digital media company.

Subscription streaming is the fastest growing segment of the recorded music market, with retail
revenue growing at a 28% compounded CAGR between 2016 and 2020, reaching a total addressable
market of approximately $22.0 billion in 2020, of which $0.9 billion in France and $0.4 billion in Brazil.
Subscribers are expected to continue to grow at a 10% CAGR between 2020 and 2027 with a market
size reaching $41.6 billion, on the back of music streaming subscriber penetration increasing from 8%
of worldwide population in 2020 to 14% in 2027. Music streaming subscriber penetration is expected
to increase, in France, from 18% in 2020 to 30% in 2027 and, in Brazil, from 10% in 2020 to 17% in 2027.
Subscription streaming is expected to remain largely a concentrated market, with top ten countries


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estimated to represent around 75% of the total market revenue in 20276. In addition to the audio
streaming industry, music adjacent markets are expected to reach an estimated $33.3 billion revenue
in 2027, comprising $17.9 billion from podcasts7 and audiobooks8, $9.0 billion from meditation and
sleep9 and $6.4 billion from livestream ticketing10.

As the world’s second largest independent music streaming providers11 with a state-of-the-art
product, leading technological and research capabilities, a unique partnership “DNA” and
longstanding relationships within the music ecosystem, Deezer is ideally positioned to play a key role
in the continued development of these addressable markets.

As of December 31, 2021, Deezer had 9.6 million total subscribers. This consists of 5.6 million Direct –
B2C subscribers12 (i.e., who subscribed directly to Deezer’s service) and 3.9 million Indirect – B2B
subscribers13 (i.e., who subscribed or obtained access to Deezer’s service through one of Deezer
partners). As of December 31, 2021, Deezer had 4.2 million subscribers in France and 2.7 million in
Brazil with latest available market shares estimated at 29% in France and 17% in Brazil14.

Deezer had a strong start of the year in 2022 with revenue15 growth accelerating to 11.0% for the
month ended February 28, 2022 (as compared to February 2021), after having grown by 7.8% for the
month ended January 31, 2022 (as compared to January 2021). Revenue growth was largely driven by
the performance of the Direct - B2C segment, having grown by 11.8% for the month ended February
28, 2022 (as compared to February 2021).

Deezer’s IFRS Consolidated Revenue was €400.0 million for the year ended December 31, 2021, of
which €242.6 million in France and €28.1 million in Brazil, representing 5.5% revenue growth
compared to a Revenue of €379.2 million for the year ended December 31, 2020. Deezer’s IFRS Gross
Profit was €48.5 million for the year ended December 31, 2021 compared to a Gross Profit of €61.7
million for the year ended December 31, 2020. Deezer’s IFRS Operating Loss was €120.6 million for


6
Source: MIDiA Research Global Music Forecasts 2021 – 2028; retail revenue of subscription and audio ad-
supported streaming.
7
Source: Research Moz - Global Podcast Player Market Size, Status And Forecast 2021-2027.
8
Source: Grand View Research - Audiobooks Market Size, Share, Industry Report, 2020-2027.
9
Source: Data Bridge Market Research - Global Meditation Market – Industry Trends and Forecast to 2027.
10
Source: MIDiA - Virtual Concerts | A New Video Format.
11
Based on latest number of subscribers published by MIDiA (as of June 21); excludes non-independent players
part of larger conglomerates (Apple Music, Amazon Music, YouTube Music, Tencent Music and NetEase
Music).
12
Users that subscribed directly through Deezer's websites or mobile applications, which pay the subscription
price directly to Deezer or through a third-party app store or carrier billing partner. Direct subscribers include
all users that have completed registration and have activated a payment method, therefore including free
trialists during their trial period. Direct subscribers include all registered accounts in a family plan. A family
plan consists of one primary subscriber and up to five additional sub-accounts, allowing up to six subscribers
per family plan. Direct subscribers also include subscribers in a grace period of up to 31 days after failing to
pay their subscription fee.
13
Users that have access to Deezer’s service through a distribution partner. It includes users in Standalone and
Bundle offers. Standalone subscribers are recorded based on the number of provisioned accounts, namely
the accounts on which a revenue is paid by the distribution partner. Bundle subscribers are recorded on a
deal by deal basis depending on the contracts’ arrangements, which can be based on either provisioned
accounts, linked accounts or monthly active users. Indirect subscribers include free trialists during their trial
period. Indirect subscribers also include all registered accounts in a family plan. A family plan consists of one
primary subscriber and up to five additional sub-accounts, allowing up to six subscribers per family plan.
14
In terms of subscribers, source: MIDiA Music market subscriber shares 2021; as of Q2 2021.
15
Unaudited figures.
7
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Japan, Australia or any other jurisdiction in violation of the relevant laws of such jurisdiction.



the year ended December 31, 2021 compared to an Operating Loss of €88.3 million for the year ended
December 31, 2020. Deezer’s IFRS cash-flow pre-funding was €(47.5)16 million for the year ended
December 31, 2021 compared to a cash-flow pre-funding of €(21.2)17 million for the year ended
December 31, 2020.

Deezer’s IFRS cash and cash equivalents amounted to €35 million as at December 31, 2021. In January
2021, Deezer entered into three state-guaranteed loans totalling €25 million with BNP Paribas, HSBC
Continental Europe and Bpifrance. The loans were for an initial period of one year, which was
extended for an additional period of five years, until January 2027, with capital repayment starting in
April 2023. Deezer has no other financial indebtedness.

Deezer’s management follows adjusted financial metrics that it estimates better reflect Deezer’s
recurring economic performance, notably Adjusted Gross Profit18 and Adjusted EBITDA19. Deezer’s
Adjusted Gross Profit was €84.1 million (or 21.0% margin) for the year ended December 31, 2021
compared to an Adjusted Gross Profit of €74.3 million (or 19.6% margin) for the year ended December
31, 2020. Deezer’s Adjusted EBITDA was €(64.6) million for the year ended December 31, 2021
compared to an Adjusted EBITDA of €(58.2) million for the year ended December 31, 2020.

Deezer’s growth strategy is based on the following four strategic pillars:

 Focus on large markets: Focus on selected, large music and audio streaming markets with
consumers showing a strong willingness to pay for music streaming services and attractive
economics in terms of acquisition costs, churn and average revenue per user.

 Partnership-led growth: Implementation of partnership-first strategy in attractive music
streaming markets to replicate historical successes in France and Brazil as illustrated by the
recent signing of the RTL partnership in Germany. Key attractive markets include the United
States, the United Kingdom, Canada, Italy and Spain totaling a market opportunity of $20.1
billion revenue in 202720. This strategy provides a cost-efficient entry into new markets to
quickly gain market shares and build brand equity, allowing for a transition to B2C expansion
with optimized marketing investments.

 Differentiation: Be the “Home of Music” for fans and artists by focusing on product
innovation and brand differentiation around music.

 Operational Excellence: Data-driven and ROI-based decision making with a particular focus
on pricing and marketing efficiency and cross-selling into new verticals to expand lifetime
value and streamlined operations to efficiently support our strategic focus.

Deezer estimates that it will generate a revenue of approximately €455 million for the financial year
ending 31 December 2022, representing a 14% revenue growth compared to the financial year ended
December 31, 2021. Deezer believes to have visibility on its 2022 revenue forecasts following recent

16
€(17.3) million IFRS change in net cash position net of €5.1 million IFRS increase in share capital and share
premium (net of costs) and €25.0 million IFRS proceeds from issuance of long-term debt.
17
€(21.4) million IFRS change in net cash position net of €(0.2) million IFRS increase in share capital and share
premium (net of costs).
18
IFRS Gross Profit adjusted for non-recurring expenses related to license agreements and onerous contract
depreciation; please refer to Schedule 1 for definition and reconciliation with IFRS metrics.
19
IFRS Operating Loss mainly adjusted for Adjusted Gross Profit adjustments, Depreciation and amortization
as well as Share-based expenses; please refer to Schedule 1 for definition and reconciliation with IFRS
metrics
20
Source: MIDiA; retail revenue of subscription and audio ad-supported streaming.
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price increases on its B2C – Direct segment. Deezer aims to generate a revenue of approximately €560
million for the financial year ending December 31, 2023, representing a revenue growth of
approximately 24%, mainly based on the expected continued growth of the music streaming industry
in its core geographies, the ramp-up of the RTL deal, the launch of new verticals and the signing of
new B2B deals. Deezer aims to generate a revenue of approximately €1 billion for the year ending
December 31, 2025 (with Direct – B2C expected to contribute approximately half of it while the
remainder will be contributed by Indirect – B2B and new verticals). Deezer also aims to achieve a
slightly positive Adjusted EBITDA for the year ending December 31, 2025. With respect to cash-flow
generation, Deezer aims to generate positive cash flow pre-funding for the year ending December 31,
2024 and a cash-flow pre-funding in excess of €50 million for the year ending December 31, 2025.

The audited historical financial information of Deezer for the fiscal years ended on December 31, 2021,
December 31, 2020 and December 31, 2019 prepared in accordance with IFRS standards are available
on I2PO website www.i2po.com on the specific page dedicated to the IBC (extracts are attached as
Schedule 2) and will be included in the Merger Prospectus together with pro forma accounts of the
combined entity for the fiscal year ended on December 31, 2021.

The share capital of Deezer is divided into 14,855,210 class A preferred shares and 14,213,020 class B
preferred shares. The allocation of the share capital of Deezer between its shareholders is attached
as Schedule 3.

Between the date hereof and the execution date of the Merger Agreement, Deezer will convene a
shareholders’ meeting in order to decide, inter alia, the conversion of the outstanding 14,855,210 class
A preferred shares into 2,886,312 class A12 preferred shares, 3,422,314 class A16Tranche1 preferred
shares, 3,422,314 Class A16Tranche2 preferred shares and 5,124,270 Class A18 preferred shares.

(2) Presentation of the IBC

I2PO considers that Deezer fits perfectly within I2PO’s designated set of investment criteria:

 Technological company operating in the entertainment and leisure industry in a market with
significant growth;

 Significant value creation potential;

 Well-established brand positioning in France and abroad;

 Highly scalable product, built on tailor-made technology and industry-first innovations;

 Well-invested platform with optionality for inorganic expansion across geographies and
verticals;

 High-quality and seasoned management team committed to enhancing the company’s rapid
growth trajectory, with a clearly identified path to profitability through growth and operational
improvements; and

 Clear attention to ESG challenges since Deezer’s inception, with the Company’s policy on
social and environmental issues resonating strongly with I2PO’s attachment to the 3Ps,
“people, planet and profit”. As an employer, Deezer is committed to Diversity & Inclusion, as
well as employee wellbeing. In line with its strategic focus on local music, Deezer operates with
a continuous attention to its impact on the communities it engages with on a daily basis and
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promotes social impact through music projects. And lastly, Deezer is committed to meet high
environmental standards, with its new headquarter in Paris being HQE certified.

I2PO and Deezer’s management teams have fully aligned ambitions for the next stage of growth of
the combined company and share a common vision to turn it into a profitable €1 billion revenue
company by focusing on certain large, attractive markets, implementing its partnership-first go-to-
market B2B/B2C strategy, by using its focus on music and innovation to differentiate from its
competitors and thanks to operational excellence.

The contemplated transaction is expected to create significant value, leveraging the complementarity
of both companies:

 Hybrid B2B/B2C strategy: I2PO’s international network with media and entertainment
companies in the key target countries (US, UK, France, Germany, Canada, Italy and Spain) will
provide Deezer with a strategic competitive advantage. Once merged into I2PO, Deezer will
gain significant visibility in Europe and globally, further enhancing its capacity to continue
executing its hybrid B2B/B2C strategy in new regions to win more customers globally. This
strategy provides a cost-efficient entry into new markets to quickly gain market share and build
brand equity, allowing for a transition to Direct - B2C expansion with optimized marketing
investments.

 Product and brand marketing: the founder team of I2PO will provide invaluable input to
increase marketing efficiency and brand impact combining Iris Knobloch’s experience of
launching and marketing media brands and IP around the globe and the unique expertise of
Groupe Artémis in developing and marketing global brands.

 Content and music: the founder team brings expertise, networks and knowledge with respect
to content, culture and more specifically music. Combat Holding’s investments and
connections in the music industry, Iris Knobloch’s deep knowledge of the content business and
Groupe Artémis’ expertise in arts and culture can bring tremendous upside to Deezer’s strategy
and decision process.

 Strategic execution: I2PO’s founder also provides an extensive experience in structuring,
running and scaling operations globally to ensure growth strategy execution.

 Funding: the contemplated transaction will unlock the resources required by the combined
entity to execute on its business development strategy, marketing investments, technology
and product roadmap, international expansion and ESG efforts.

Following the completion of the IBC, it is contemplated to modify the management of I2PO and the
composition of the corporate bodies of I2PO in order to reflect its new shareholding structure as
follows:
- one member shall be Mr. Guillaume d’Hauteville, current Chairman of the Board of Directors of
Deezer, who has accepted to be appointed Chairman of the Board of Directors in order to
ensure a smooth transition for a period ending no later than December 31, 2022 at which point
he will resign from his Chairman position and will be proposed as Vice-Chairman;
- one member shall be Mr. Jeronimo Folgueira, current CEO of Deezer;
- one member shall be Ms. Iris Knobloch, who shall also be appointed Vice-Chairwoman of the
Board of Directors and shall become the new Chairwoman of the Board of Directors by no later
than January 1st, 2023, with the support of Access Industries and of Mr. Guillaume d’Hauteville;

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- one member shall be Mr. Matthieu Pigasse;
- one member shall be Mr. Alban Gréget;
- the remaining five members shall be appointed amongst the candidates proposed by Deezer’s
shareholders.

Half of the Board of Directors of I2PO will be composed of independent members in accordance with
the AFEP-MEDEF Code.

It is further contemplated that Mr. Jeronimo Folgueira, the current CEO of Deezer, would be
appointed as Chief Executive Officer of I2PO (to be renamed Deezer) following the completion of the
IBC.

I2PO intends to continue to abide by the corporate governance code published by AFEP-MEDEF (the
“AFEP-MEDEF Code”), the latest version of which, dated January 2020, is available at the following
address: http://www.medef.com/. In accordance with the recommendations of the AFEP-MEDEF
Code, the Merger Prospectus will identify, in a summary table, those provisions of such code that I2PO
would not apply and explain the reasons for that choice.

(3) Main risks factors associated with the Transaction

The main risk factors associated to the completion of the IBC are the following:

 The new shares to be issued as consideration for the Merger and in the context of the PIPE will
result in a dilution for the existing shareholders of I2PO.

 The completion of the IBC could have an adverse impact on I2PO’s share price.

 Existing shareholders of I2PO as well as Deezer shareholders could decide to sell on the market
any of their shares of I2PO, held before the Merger, received by virtue thereof or subscribed in
the PIPE after the completion of the IBC, which could have an adverse effect on the share price
of I2PO. In order to mitigate this risk, Deezer’s shareholders representing, in the aggregate,
96% of Deezer’s current share capital (on a non-diluted basis), have agreed to be bound by a
lock-up undertaking with respect to the I2PO ordinary shares (i) to be issued in the context of
the Merger during a 9-month period as from the completion date of the IBC and (ii) to be
subscribed by certain of them in the PIPE during a 6-month period as from the completion of
the PIPE (see below), all subject to customary exceptions.21

 The Merger is subject to the approval of the shareholders of I2PO and Deezer. In addition, the
completion of the Merger remains subject to the fulfilment of the conditions precedent
described below in pages 18 and 19. If any of such conditions precedent would not be fulfilled
the IBC may not be completed.

21
It is reminded that each of the I2PO’s founders are bound by a one (1) year lock-up with respect to their (a)
Class A preferred shares, (b) ordinary shares resulting from the conversion of his/her/its Class A preferred
shares and (c) ordinary shares received upon exercise of his/her/its market warrants. Each of the I2PO’s
founder have agreed to extend to nine (9) month (instead of one hundred and eighty (180) days) the early
releasing of such lock-up undertaking if and when, the daily average price of the ordinary shares for any 20
trading days out of a 30 consecutive trading day period equals or exceeds € 12. Groupe Artémis is moreover
bound by (a) a nine (9) months lock-up undertaking as from the IBC completion date with respect to its
Market Shares and ordinary shares received upon exercise of its market warrants and (b) a six (6) months
lock-up undertaking as from the IBC completion date with respect to the Ordinary Shares it may, as the case
may be, subscribe in the PIPE.
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 Existing shareholders of I2PO who would not agree with the IBC may request the redemption
of their shares. This may lower the financial means available to I2PO. This may also lead to the
withdrawal of the IBC in the event where the level of redemption and the amount of the PIPE
would not enable satisfaction of the minimum cash condition of €135 million provided for by
the Merger Agreement.

 Deezer may not be successful in attracting or retaining consumers to its paid subscription
services.

 Deezer is dependent on the increasing and continuing acceptance of audio streaming as a
delivery format for audio content, as it operates in the rapidly evolving and highly competitive
audio streaming industry.

 Deezer’s business plan and strategy are subject to change and may yield results that sometimes
do not align with the market’s expectations.

 Deezer relies on its ability to negotiate and maintain license agreements on terms acceptable
to it with rights holders.

 Deezer’s results of operations depend on its ability to establish and maintain relationships on
favourable terms with distribution partners that promote and distribute Deezer’s services as
well as with third party service providers that perform certain functions that are important to
the functioning of its service and business.

 Technology issues and disruptions could materially and adversely impact Deezer’s ability to
operate and harm its reputation and business.

 Deezer’s reputation and business could be harmed by security breaches and fraudulent activity.

 Given Deezer’s limited operating history, history of net losses and fluctuating operating results,
Deezer may not be successful in achieving profitability and generating positive cash-flows in
the future, and may require additional funding which may not be available on acceptable terms
or at all.

(4) Fair market value of Deezer and consideration

The IBC will be based on a pre-money equity value of Deezer of €1,050 million (on a fully diluted basis),
estimated to represent an enterprise value of approximately €1,075 million22. This valuation is based
on the assumptions described in the presentation of Deezer and of the IBC which was made to the
PIPE investors (the “Investors Presentation”) (and which is available on I2PO website www.i2po.com
on the specific page dedicated to the IBC) and in particular to pages 37 and 38 of this Investors
Presentation.




22
€424m bridge to enterprise value includes net cash position of €10m as at December 31, 2021 as per audited
IFRS accounts, plus cash proceeds from transaction of €390m (net of estimated €35m transaction fees), plus
€19m from exercising warrants, hence a pro forma net cash position of €419m, €6m of investments in equity
affiliates, and €1m of provision for employee benefits net of tax (as at December 31, 2021 as per audited IFRS
accounts).

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This pre-money equity valuation of Deezer has been moreover confirmed by a fairness opinion from
Lazard Frères prepared on April 11, 2022 which was submitted to the Board of Directors of I2PO prior
to its meeting dated April 18, 2022 as described below.

In the context of the IBC, Deezer will be merged with and into I2PO pursuant to a merger agreement
to be entered into following expiry of the redemption period and in accordance with Articles L. 236-1
et seq. of the French commercial code (the “Merger Agreement”). As a result of the IBC, Deezer will
cease to exist and I2PO will continue as the surviving entity of the Merger and change its corporate
name to be renamed Deezer as from the completion date of the IBC.

As consideration for the transfer of Deezer’s assets to I2PO in the context of the Merger, I2PO will
issue new ordinary shares to the benefit of Deezer’s shareholders. The value of one I2PO new ordinary
share for the purpose of determining the exchange ratio will amount to €10.00.

In accordance with French laws and regulations, Deezer and I2PO will file a joint request with the
président of the commercial court of Paris to appoint two merger appraisers (commissaires à la fusion),
who will be asked to assess the value of the contribution to be made as a result of the Merger and the
modalities thereof the conditions of the remuneration of the contributions and the fairness of the
exchange ratio.

Each of the Deezer’s shares which will remain outstanding immediately prior to the completion of the
Merger will be exchanged, on the completion date of the Merger, and in accordance with the Merger
Agreement, for I2PO’s new ordinary shares. Simultaneously, all the Class A1 preferred shares issued
by I2PO and all the Class B preferred shares issued by I2PO (the “Market Shares”) issued by I2PO
(other than those for which I2PO will have received a request for redemption from holders of Market
Shares (“Dissenting Market Shareholders”)) will be automatically converted into ordinary shares of
I2PO in accordance with the articles of association of I2PO (the “I2PO Articles of Association”) and
the IPO Prospectus.

It is specified that the outstanding Class A2 shares and Class A3 shares issued by I2PO will not be
converted into ordinary shares upon completion of the Merger but shall be converted into ordinary
shares of I2PO in accordance with and under the terms and conditions provided for in the I2PO Articles
of Association. Each Class A2 share is convertible into one (1) ordinary share of I2PO if, as from the
date of completion of the IBC and until the fifth anniversary of the completion date of the IBC, the
closing price of the ordinary shares for any 10 trading days out of a 30 consecutive trading-day period
(whereby such 10 trading days do not have to be consecutive) equals or exceeds €12.00. Each Class
A3 share is convertible into one (1) ordinary share of I2PO if, as from the date of completion of the IBC
and until the fifth anniversary of the completion date of the IBC, the closing price of the ordinary
shares for any 10 trading days out of a 30 consecutive trading-day period (whereby such 10 trading
days do not have to be consecutive) equals or exceeds €14.00. Until their conversion into ordinary
shares, the Class A2 and Class A3 shares will not be listed.

Moreover, as from the completion of the IBC and until the fifth anniversary of the completion date of
the IBC, the Class A2 and Class A3 shares shall be automatically converted into Ordinary Shares, at a
one Ordinary Share for one Class A2 or, as the case may be, one Class A3 share ratio, in the event of
(i) a merger, (ii) a public tender offer or public exchange offer as defined in Title III of Book II of the
General Regulations of the AMF, on the opening date (and subject to the completion) of such public
tender offer or public exchange offer, or (ii) a squeeze-out or the delisting of the I2PO's shares, on the
date of implementation of the said squeeze-out or delisting procedure, if the price per Ordinary Share
for such operation equals to €12.00 (for the conversion of the Class A2 shares) or, as the case may be,
to €14.00 (for the conversion of the Class A3 share).

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It is furthermore contemplated to propose to I2PO shareholders to amend I2PO Articles of
Association in order, in accordance with the provisions of article L. 225-123 of the French Commercial
Code, to grant double voting rights to fully paid-up shares that have been registered in the name of
the same shareholder for two (2) years as from the completion date of the IBC.

In addition to the €275 million held by I2PO in a dedicated deposit account (as may be reduced by
redemption from Dissenting Market Shareholders), the combined entity is expected to be financed
through the PIPE.

In that respect, I2PO and Deezer have collected PIPE subscription undertakings from most of the
existing shareholders of Deezer including Access Industries, UMG, Warner Music, Orange, Kingdom
Holdings, Eurazeo and Xavier Niel as well as a select group of long-term French and international
investors including Groupe Artémis, Bpifrance and Media Participations.

The main shareholders of Deezer participating the PIPE, including Access Industries investment
vehicle, have entered into lock-up undertakings pursuant to which they have agreed to be bound by
a lock-up undertaking with respect to the PIPE Shares during a 6-month period as from the
completion date of the IBC. In addition, Groupe Artémis has agreed to be bound by a lock-up
undertaking (i) with respect to all of its Market Shares during a 9-month period as from the completion
date of the IBC and (ii) with respect to the Ordinary Shares it may, as the case may be, subscribe in
the PIPE during a 6-month period as from the completion date of the IBC. Moreover, each of the
I2PO’s founders are bound by a one (1) year lock-up with respect to their (a) Class A preferred shares,
(b) ordinary shares resulting from the conversion of his/her/its Class A preferred shares and (c)
ordinary shares received upon exercise of his/her/its market warrants. Each of the I2PO’s founder have
also agreed to extend to nine (9) month (instead of one hundred and eighty (180) days) the early
releasing of such lock-up undertaking if and when, the daily average price of the ordinary shares for
any 20 trading days out of a 30 consecutive trading day period equals or exceeds € 12.00.

Accordingly, I2PO will have, following the completion of the Merger, a shareholder base comprising
(i) the current shareholders of Deezer, (ii) the current shareholders of I2PO and (iii) the investors in the
PIPE. In the absence of redemption request from I2PO’s shareholders holding Market Shares during
the 30-day redemption period and in case of full subscription of the PIPE, the current shareholders of
Deezer would hold 70.1% of I2PO’s share capital, the current shareholders of I2PO would hold 19.9%
of I2PO’s share capital and (iii) the PIPE investors would hold 10.0% of I2PO’s share capital (each time
on a fully diluted basis).

The implementation of the IBC will require to convene a shareholders meeting of both I2PO and
Deezer to approve, in particular, the Merger and the PIPE. In the event that the Merger or the PIPE
are not adopted either by I2PO shareholders or Deezer shareholders, the IBC will not be implemented.




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(5) Board of Directors’ approval of the IBC

In accordance with the provisions of the IPO Prospectus and the I2PO Articles of Association, during
its meeting held on November 10, 2021, the board of directors of I2PO (the “Board of Directors”)
appointed the firm BM&A, represented by Pierre Béal, as the financial expert (the “Financial Expert”)
in charge of issuing a report certifying that I2PO has sufficient financial means in the form of equity
capital and authorization of credit lines to carry out the contemplated IBC with Deezer and confirming
that I2PO has sufficient resources to pay (i) the consideration for the IBC and (ii) the redemption price
of the Market Shares held by Dissenting Market Shareholders to be redeemed by I2PO in accordance
with I2PO Articles of Association.

The strategic committee met on April 11 and 18, 2022 and, after reviewing the contemplated IBC, it
unanimously decided to recommend to the Board of Directors to vote in favor of the IBC. The
members of the strategic committee are Patricia Fili-Krushel, Mercedes Erra, Fleur Pellerin and Carlo
d’Asaro-Biondo. All the members of the strategic committee were present or represented.

As proposed by the strategic committee, the members of the Board of Directors met on April 11 and
April 18, 2022, upon invitation of Ms. Iris Knobloch, Chairwoman of the Board of Directors, in order to
(i) examine the report of the Financial Expert and (ii) vote for or against the proposed IBC with Deezer
at the majority of the members of the Board of Directors including the two-third majority of the
independent members of the Board of Directors (i.e. three out of four of the independent members
of the Board of Directors) (the “Required Majority”) in accordance with the I2PO Articles of
Association and the IPO Prospectus.

Moreover, the members of the Board of Directors had the opportunity to meet and hear the main
members of Deezer’s management during the meeting of the Board of Directors held on March 22,
2022.

All members of the Board of Directors were present or represented.

The Board of Directors thus rendered a decision, unanimously approved by its members, including the
independent members, an extract of which is reproduced below:

“It is reminded that on the basis of the information and conditions provided and in accordance with the
provisions of the IPO Prospectus, the Board of Directors must vote for or against the proposed IBC with
Deezer at the Required Majority.

After having reviewed the recommendation of the Strategic Committee and after having deliberated, the
Board of Directors, knowledge made of (i) the terms of the proposed IBC, (ii) the draft business
combination agreement to be entered into by I2PO and Deezer and detailing the terms and conditions of
the IBC (the “Business Combination Agreement”) (iii) the summary of the main agreements in relation
to the proposed IBC and, more generally, the information, as set out in the draft merger prospectus
prepared by I2PO and to be filed with the AMF (the "Draft Merger Prospectus"), (iv) the conclusions of
the Financial Expert and the fairness opinion from Lazard Frères and (v) the opinion of the strategic
committee,

acknowledges that:

- the proposed IBC meets the criteria defined in the IPO Prospectus for the completion of a Business
Combination and in particular the 75% Minimum Threshold (as this term is defined in the IPO
Prospectus) and other criteria and guidelines identified by I2PO in the IPO Prospectus;

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- the proposed IBC will be completed by way of a merger of Deezer with and into I2PO in accordance
with the terms and conditions of a merger agreement as well as with Articles L. 236-1 et seq. of the
French Commercial Code;

- as a result of the proposed IBC, Deezer will cease to exist and I2PO will be the surviving entity of
the merger;

- the terms and conditions of the merger will be prepared on the basis of the financial statements of
both Deezer and I2PO for the fiscal year ending on December 31, 2021 (i.e., the closing date of the
last fiscal year of each of the Parties);

- the proposed IBC will be based on a pre-money equity value of Deezer of €1,050 million (on a fully
diluted basis);

- such valuation has been confirmed by a fairness opinion from Lazard Frères prepared on April 11,
2022;

- in consideration for the transfer of Deezer’s assets to I2PO in the context of the proposed IBC, I2PO
will issue new ordinary shares to the benefit of the Deezer’s shareholders;

- a certain percentage of Deezer’s shareholders have agreed to be bound by a lock-up undertaking
with respect to the I2PO ordinary shares to be issued in the context of the Merger, during a 9-month
period as from the completion date of the IBC;

- the value of one new ordinary share of I2PO for the purpose of determining the exchange ratio will
amount to €10.00;

- in order to fund the cash requirements of I2PO following the Merger, the new entity is expected to
be financed in part through an estimated of up to €150 million share capital increase (issuance
premium included) reserved to certain identified investors and potentially to certain categories of
investors by way of issuance of up to 15 million new ordinary shares (the “PIPE”) expected to be
issued at a subscription price of €10.00 per new ordinary share;

- on the date hereof, PIPE subscription undertakings have been collected from most of the existing
shareholders of Deezer including Access Industries, UMG, Warner Music, Orange, Kingdom
Holdings, Eurazeo and Xavier Niel, as well as a select group of long-term French and international
investors including Groupe Artémis, Bpifrance and Media Participations;

- the main shareholders of Deezer participating the PIPE, including Access Industries investment
vehicle, have entered into lock-up undertakings pursuant to which they have agreed to be bound
by a lock-up undertaking with respect to the PIPE Shares during a 6-month period as from the
completion date of the IBC. In addition, Groupe Artémis has agreed to be bound by a lock-up
undertaking (i) with respect to all of its Market Shares during a 9-month period as from the
completion date of the IBC and (ii) with respect to the Ordinary Shares it may, as the case may be,
subscribe in the PIPE during a 6-month period as from the completion date of the IBC. Moreover,
each of the I2PO’s founders are bound by a one (1) year lock-up with respect to their (a) Class A
preferred shares, (b) ordinary shares resulting from the conversion of his/her/its Class A preferred
shares and (c) ordinary shares received upon exercise of his/her/its market warrants. Each of the

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I2PO’s founder have also agreed to extend to nine (9) month (instead of one hundred and eighty
(180) days) the early releasing of such lock-up undertaking if and when, the daily average price of
the ordinary shares for any 20 trading days out of a 30 consecutive trading day period equals or
exceeds € 12.00;

- the proposed IBC is subject in particular to the following condition precedents: (i) the obtaining, as
the case may be, by AI European Holdings Sàrl of a waiver from the AMF to the obligation to file a
public buy-out offer pursuant the AMF’s General regulation (Règlement général de l’AMF) and (ii)
completion of the PIPE;

- the composition of I2PO's corporate bodies and management will be amended to reflect its new
shareholder base, in accordance with the principles set out in the draft merger agreement;

- the social and economic committee (CSE) of Deezer has issued a favorable opinion on the proposed
IBC on December 15, 2021 in the context of an information/consultation process and has thereafter
been informed on a regular basis of the progress of the transaction.

It is recalled that during its meeting of November 10, 2021, in accordance with the IPO Prospectus and
I2PO Articles of Association, the Board of Directors decided to appoint the firm BM&A, represented by
Pierre Béal, as the financial expert (the “Financial Expert”) in charge of issuing a report certifying that
I2PO has sufficient financial means in the form of equity capital and authorization of credit lines to carry
out the proposed IBC with Deezer. The Financial Expert confirmed that it was independent within the
meaning of Article 261-4 of the AMF's General regulation and that it had the human and material
resources necessary to carry out its mission within the envisaged timetable. The details of the interactions
between I2PO and the Financial Expert are set out in full in the report of the Financial Expert. The Board
of Directors made sure that the Financial Expert had in his possession all the useful information for the
execution of his mission and that he was in a position to carry out his work under satisfactory conditions.
It indicates that it has not identified any elements likely to call into question the proper performance of
the work of the Financial Expert. The conclusions of the Financial Expert in its report are the following:

“As of the date of this report, we can certify that I2PO has an amount in escrow in a total amount
of €275 million and that no cash will be needed for completion of the Merger.

In addition, Groupe Artémis has undertaken not to redeem its Market Shares. Concurrently, PIPE
investors have been contacted with 18 subscription agreements having been signed (for a total
amount of up to €119 million) and 1 subscription undertaking (for a total amount of up to €1 million
confirmed by an email). Therefore, the banks have expressed their confidence that the minimum
cash threshold of €135 million will be reached.

As a result, as the PIPE subscriptions are very likely to amount €120 million (a total amount of €119
million subscription agreements already signed plus €1 million of subscription undertaking
confirmed by an email) and considering the €15 million non-redemption undertaking of Groupe
Artemis, it is highly likely that the €135 million minimum cash threshold will be reached”

It is also recalled that in accordance with the IPO Prospectus and the I2PO Articles of Association, the
Strategic Committee of I2PO was convened prior to this meeting. The Chairwoman provided the members
of the Board of Directors with the conclusions of the meeting of the Strategic Committee, resulting in a
favorable recommendation from the Strategic Committee in favor of the IBC.

It is furthermore recalled that both the members of the Strategic Committee and the members of the
Board of Directors have been provided prior to their decisions and have had the opportunity to review and
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analyze the fairness opinion from Lazard Frères prepared on April 11, 2022 confirming the valuation of
Deezer.

It is finally recalled that the members of the Board of Directors have had the opportunity to meet and
hear the main members of Deezer’s management during the meeting of the Board of Directors held on
March 22, 2022.

Consequently, the Board of Directors, unanimously:

- decides that the IBC is fair to and in the best interests of I2PO and its shareholders;

- decides to recommend that the shareholders of I2PO approve and adopt the Merger, the PIPE and
the ancillary documents;

- decides that the IBC be submitted to a vote of the shareholders of I2PO at a shareholders’ meeting
to be convened;

- decides to approve the terms and conditions of the Business Combination Agreement and to grant
all powers to Ms. Iris Knobloch, as Chief Executive Officer, to (i) finalize the Business Combination
Agreement, sign the Business Combination Agreement and more generally (ii) take any measures
and steps necessary or useful for the finalization and execution of the Business Combination
Agreement;

- grants all powers to Ms. Iris Knobloch, as Chief Executive Officer, to (i) finalize the merger
agreement, the prospectus to be filed with the AMF in relation to the Merger, as well as any other
document that may be necessary in the context of the IBC, and in particular the listing prospectus
in relation to the new ordinary shares of I2PO to be issued in the context of the PIPE, (ii) sign and
file with the AMF all the documentation required in the framework of the IBC, (iii) sign all
certificates required in connection with the IBC and (iv) more generally, take all measures and steps
necessary or useful for the completion of the IBC, including entering into and signing, in the name
and on behalf of I2PO, all transactions and documents necessary and related to the completion of
the IBC, including any press release and any certificate.”

(6) Terms and conditions of the IBC

Main terms and conditions of the Merger

As described above, the IBC will occur through the Merger of Deezer into I2PO.

The purpose of the Merger between I2PO and Deezer is to create a listed company acting as a leading
player in the field of music streaming. As a result of the Merger, I2PO will change its corporate name
to be renamed Deezer, and its corporate purpose in order to carry out a music streaming activity and
will hold all the tangible and intangible assets, including the subsidiaries and shareholdings, currently
held by Deezer.

The Merger will also have the effect of conferring a significant shareholder base to I2PO. In addition,
I2PO will be able to call upon the market to raise further funds and finance its development.

Main terms and conditions of the PIPE


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The amount of the PIPE will be a maximum of €150 million.

To date, I2PO and Deezer have received subscription commitments from the persons identified
hereabove representing €120 million.

The use of the PIPE funds will allow I2PO to ensure the financing of the future development of the
combined entity. The amount of cash available to the combined entity to ensure its future
development will depend both on the actual amount which will be raised through the PIPE as well as
on the number of the Market Shares which shall actually be redeemed by I2PO from its Dissenting
Market Shareholders.

Conditions precedent to the Merger

The completion of the Merger is subject to the satisfaction of the following conditions precedent:

- the approval by the shareholders' meeting of I2PO of (i) the Merger, (ii) the capital increase as
consideration for the contributions pursuant to the Merger and the (iii) the PIPE;

- the approval by the shareholders’ meeting of Deezer of (i) the Merger and (ii) the dissolution of
Deezer;

- the approval by the special meetings of the holders of the preferred shares issued by Deezer of
the Merger and, in particular, of the fact that the contribution of the preferred shares of Deezer
will be exclusively remunerated with ordinary shares of I2PO;
- the approval by the special meetings of the holders of the Class A2 and Class A3 preferred
shares issued by I2PO of the modifications of their respective rights in accordance with I2PO
Articles of Association;

- the absence, within a period of thirty (30) days following the publication of the notice inserted,
by each of the companies participating in the Merger, in the Official Bulletin of Civil and
Commercial Announcements (BODACC) in accordance with Article R. 236-2 of the French
commercial code, of (i) any objection to the reimbursement by Deezer of a debt in an amount
exceeding €50 million or (ii) the constitution by Deezer of a guarantee in an amount exceeding
€50 million;

- the completion of the PIPE;

- the obtaining from the major co-contractors of Deezer of the assignment of their contracts to
I2PO in the context of the IBC;
- the approval of the Merger Prospectus and the Listing Prospectus by the AMF;

- the decisions of the AMF acknowledging that there is no need for AI European Holdings Sàrl to
file a public offer pursuant to Article 234-2 and seq. of the AMF General regulation in the
perspective of the possible crossing, directly or indirectly, of the 30% share capital and/or voting
rights thresholds in the context of the PIPE and the Merger, cleared of any appeal; the issuance
by the clerk of the Paris commercial court of a certificate of compliance (attestation de
conformité);
- the holding by I2PO of an amount of Available Cash at least equal, on the date of completion of
the Merger, to €135 million, the term "Available Cash" corresponding to (i) the amount in
principal and interests of the funds immediately available on the term deposit account opened

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by I2PO with the Caisse d'Epargne Midi Pyrénées governed by the escrow agreement entered
into on July 5, 2021 between I2PO and the Pascual, Bournazeau-Malavialle, Battut-Escarpit et
Milhes SCP notary office after deduction of any redemption amount from shareholders of I2PO,
as the case may be, plus (ii) the available funds held by I2PO, other than the term account
referred to in (i), plus (iii) the proceeds of the PIPE; and

- the release of the pledge on the 1,596,933 class A18 preferred shares of Deezer held by Rotana
Audio Holding, Ltd.

Expected timetable

The IBC is expected to be completed by the end of June 2022, subject in particular to the approval of
the shareholders' meeting of I2PO and the shareholders' meeting of Deezer.

In accordance with the option provided for under Article L. 236-4 of the French commercial code, the
Merger will have a retroactive effect to January 1, 2022, from an accounting and tax point of view.

The expected timetable for the completion of the IBC is the following:

Dates Main steps
20 April 2022 Beginning of the redemption period
19 May 2022 End of the redemption period
20 May 2022 Press release regarding the redemption of shares
w/o 23 May 2022 Execution of the Merger Agreement
w/o 23 May 2022 Press release on the main terms and conditions of the Merger
w/o 23 May 2022 Publication of the convening notice in the BALO for I2PO shareholders'
meetings
End of May 2022 Approval of the Merger Prospectus by the AMF
w/o 27 June 2022 Shareholders’ meeting of I2PO
Shareholders’ meeting of Deezer
w/o 4 July 2022 Settlement and delivery of the shares to be issued in the context of the
PIPE – Completion of the PIPE
Settlement and delivery of the shares to be issued in the context of the
Merger – Completion of the Merger
Early August at the Cancellation of the Market Shares redeemed and payment by I2PO of
latest the redemption consideration to the Dissenting Market Shareholders

Compensation of I2PO management in connection with the completion of the Initial Business
Combination

Pursuant to the provisions of Article L. 22-10-14 of the French commercial code, the shareholders’
meeting of I2PO may allocate to the Board of Directors a fixed annual amount to be allocated by the
Board of Directors between its members as it sees fit, for their office and duties as members of the
Board of Directors.

Furthermore, pursuant to the provisions of Article L. 22-10-16 of the French commercial code the
Chairwoman of the Board of Directors may receive compensation, the amount of which is set by the
Board of Directors, and such compensation is subject to the legal and statutory provisions applying to
related party transactions.



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Japan, Australia or any other jurisdiction in violation of the relevant laws of such jurisdiction.



The combined shareholders’ meeting of I2PO held on July 5, 2021 decided that the members of the
Board of Directors will not receive any attendance fees for their office and duties in such capacity until
a new decision of the shareholders’ meeting deciding otherwise.

Pursuant to the internal regulations of the Board of Directors, the appointments and compensation
committee submits recommendations to the Board of Directors with respect to the compensation
packages for the members of the Board of Directors.

On June 22, 2021, the Board of Directors decided that Ms. Iris Knobloch would not be compensated
for her duties as Chief Executive Officer. Nevertheless, Ms. Iris Knobloch, upon presentation of
supporting documents, shall be entitled to the reimbursement of reasonable expenses incurred in
performing her duties as Chief Executive Officer.

On June 22, 2021, the Board of Directors decided to grant Ms. Iris Knobloch an exceptional
compensation in connection with the completion of the IBC, as follows:

- a fixed gross amount of €37,500 multiplied by the number of months between the July 20, 2021
(the “Listing Date”) and the date of completion of the IBC (the “IBC Date”);

- an additional fixed gross amount of €37,500 multiplied by the number of months between the
Listing Date and the IBC Date if the weighted average price of the ordinary shares of I2PO for
any 20 trading days out of a 30 consecutive trading day period equals or exceeds € 11 at any
time during the four months’ period following the IBC Date;
- a maximum additional gross amount of €37,500 multiplied by the number of months between
the Listing Date and the IBC Date if the number of Market Shares redeemed by the Dissenting
Market Shareholders does not represent more than 10% of total of Market Shares. In the event
that the number of Market Shares redeemed by the Dissenting Market Shareholders exceeds
10% (but is lower than 30%) of the total number of Market Shares, such additional gross amount
shall be calculated by linear interpolation between the two figures of redeemed Market Shares
as follows: (i) 10% shall entitle Ms. Iris Knobloch to 100% of €37,500 and (ii) 30% shall entitle Ms.
Iris Knobloch to 0% of €37,500.

The exceptional remuneration of Ms. Iris Knobloch as calculated above will only be paid to her after a
favorable vote of the shareholders of I2PO convened in an ordinary general meeting in accordance
with the provisions of Article L. 22-10-8, III of the French commercial code (ex post vote).

Should all the above conditions be met, the exceptional remuneration of Ms. Iris Knobloch could
amount to a maximum fixed gross amount of €2,700,000.

Long term equity incentive plan

In the context of the IBC, an authorization to be granted to I2PO’s Board of Directors to issue up to
2,500,000 free shares and stock options will be submitted to the approval of I2PO’s shareholders, of
which 1,254,520 free shares would be granted in favor of Deezer’s management by I2PO’s Board of
Directors concomitantly or immediately after the completion date of the IBC and an additional
505,000 free shares would be granted to all employees of Deezer before December 31, 2022.




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Japan, Australia or any other jurisdiction in violation of the relevant laws of such jurisdiction.



(7) Redemption of shares

In accordance with the provisions of the I2PO Articles of Association and consistent with paragraph III
of Article L. 228-12 of the French commercial code, following the approval of the IBC by the Board of
Directors at the Required Majority, the redemption of the Market Shares shall be implemented at the
joint initiative of I2PO (by publishing this IBC Notice) and the Dissenting Market Shareholders (by
notifying I2PO with a request for redemption) under the following terms:

1. As from the date of this IBC Notice, I2PO provides the holders of Market Shares (the “Market
Shareholders”) with the opportunity to redeem all of their Market Shares. Each Market
Shareholder has a thirty (30) calendar day period as from April 20, 2022 (the “Redemption
Notice Deadline”) until, and including, May 19, 2022 to notify I2PO that he/she/it wishes to
have all (and not less than all) his/her/its Market Shares redeemed by I2PO.

2. To benefit from the redemption of Market Shares to be initiated by I2PO, each such Dissenting
Market Shareholder must:

 notify I2PO, by registered letter with return receipt requested sent to the registered
office (12, rue François 1er, 75008 Paris) to the attention of the Chief Executive Officer or
by electronic telecommunication to the following address ir@i2po.com , no later than
the thirtieth (30th) calendar day following the IBC Notice (i.e. on May 19, 2022 at the
latest), his/her/its intention to have his/her/its Markets Shares redeemed;

 have full and entire ownership, on the thirtieth (30th) calendar day following this IBC
Notice, of his/her/its Market Shares held in pure or administrative registered form;

 have put his/her/its Market Shares exclusively into pure registered form (forme
nominative pure) no later than two business days before the completion date of the IBC,
and keep such Market Shares under such form until the date of redemption of the Market
Shares by I2PO;

 each Dissenting Market Shareholder shall communicate to I2PO all the KYC
documentation necessary for the proper registration of shares in pure registered form in
I2PO register maintain by Société Générale Securites Services (the details of the
necessary KYC documentation will be communicated by I2PO or Société Générale
Securites Services to the concerned Dissenting Market Shareholder upon receipt of the
notification of his/her/its intention to have his/her/its Markets Shares redeemed);

 not have transferred, on the redemption date of the Market Shares by I2PO, the full
ownership of his/her/its Market Shares;

 not have informed I2PO of his/her/its irrevocable undertaking not to request the
redemption of his/her/its Market Shares by I2PO prior to the meeting of the Board of
Directors having approved the IBC in accordance with the provisions of the I2PO Articles
of Association;

it being specified that only the Market Shares held by a Dissenting Market Shareholder having
strictly complied with the conditions described above will be redeemed and only up to the limit
of the number of Market Shares of such Dissenting Market Shareholder.

3. The proposed IBC, as approved by the Board of Directors, must have been completed at the
Initial Business Combination Deadline (i.e. July 20, 2023) at the latest.


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Market Shares held by the Market Shareholders who abstained from notifying I2PO, either directly,
by correspondence or through a proxy, during the thirty-(30)-calendar day period following the IBC
Notice will not be redeemed by I2PO.

Groupe Artémis irrevocably undertook not to request the redemption of any of its Market Shares.

The redemption price of a Market Share is equal to €10.00.

The redemption of the Market Shares shall be completed by I2PO no later than on the thirtieth (30th)
calendar day following the completion date of the IBC, or on the following business day if such date is
not a business day. The Board of Directors shall take the decision to proceed with the redemption of
the Market Shares, set the precise date for such redemption and complete such redemption within
the abovementioned deadline, with the option of sub delegating the same under the conditions set
by applicable French laws and regulations, after having acknowledged that all the above-described
conditions for such redemption have been met.

All Market Shares redeemed by I2PO as described above will be cancelled immediately after their
redemption through a decrease of I2PO’s share capital under the terms and conditions set by the
applicable French laws and regulations, including in particular the provisions of Article L. 228-12-1 of
the French commercial code. The Board of Directors shall then acknowledge the number of Market
Shares effectively redeemed and cancelled and shall amend the I2PO Articles of Association
accordingly.

The amount, corresponding to the total redemption price of Market Shares so redeemed by I2PO,
shall be charged first on the share capital up to the amount of the share capital decrease referred to
in the previous paragraph and then, for the balance, on distributable amounts (within the meaning of
Article L. 232-11 of the French commercial code), in accordance with applicable French laws and
regulations.

The number of Market Shares which shall be redeemed by I2PO will be communicated to the public
by I2PO after expiry of the Redemption Notice Deadline by way of a press release published by I2PO.

(8) Report of the Financial Expert

The Financial Expert appointed by I2PO in order to confirm that I2PO has sufficient resources to pay
(i) the consideration for the IBC and (ii) the redemption price of the Market Shares held by Dissenting
Market Shareholders to be redeemed by I2PO in accordance with the I2PO Articles of Association has
issued its report on April 15, 2022 (the “Financial Expert Report”).

The conclusions of the Financial Expert Report are as follows:

“As of the date of this report, we can certify that I2PO has an amount in escrow in a total amount of €275
million and that no cash will be needed for completion of the Merger.

In addition, Groupe Artémis has undertaken not to redeem its Market Shares. Concurrently, PIPE
investors have been contacted with 18 subscription agreements having been signed (for a total amount
of up to €119 million) and 1 subscription undertaking (for a total amount of up to €1 million confirmed by
an email). Therefore, the banks have expressed their confidence that the minimum cash threshold of €135
million will be reached.




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As a result, as the PIPE subscriptions are very likely to amount €120 million (a total amount of €119 million
subscription agreements already signed plus €1 million of subscription undertaking confirmed by an
email) and considering the €15 million non-redemption undertaking of Groupe Artemis, it is highly likely
that the €135 million minimum cash threshold will be reached.”

The Financial Expert Report is attached as Schedule 4 to this IBC Notice.

*




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Japan, Australia or any other jurisdiction in violation of the relevant laws of such jurisdiction.



Advisors and Placement Agents

For this transaction Centerview Partners and Société Générale are acting as financial advisors to I2PO.
Racine is acting as legal counsel to I2PO.

J.P. Morgan, Société Générale, Deutsche Bank AG and HSBC are acting as placement agents. Allen &
Overy LLP is acting as legal counsel to the placement agents.

Evercore is acting as financial advisor to Deezer. Jones Day is acting as legal counsel to Deezer.

Important notice

The distribution of this document may be restricted by law in certain jurisdictions. Persons into whose
possession this document comes are required to inform themselves about and to observe any such
restrictions.

This press release is provided for information purposes only. It does not constitute and should not be
deemed to constitute an offer to the public of securities, nor a solicitation of the public relating to an offer
of any kind whatsoever in any country, including France.

European Economic Area – France

This press release is not a prospectus but an advertisement provided for information purposes only. It does
not constitute and should not be deemed to constitute an offer to the public of securities by I2PO, nor a
solicitation of the public relating to an offer of any kind whatsoever in any country, including France.

A prospectus (the “Merger Prospectus”) will be submitted to the approval of the Autorité des marchés
financiers solely for the purpose of the merger between I2PO and Deezer and a separate prospectus (the
“Listing Prospectus”) will be submitted to the approval of the Autorité des marchés financiers solely for
the purpose of the admission for trading on the professional segment (compartiment professionnel) of the
regulated market of Euronext Paris of the securities to be issued by I2PO through a placement to the
benefit of certain investors and a categories of investors, as the case may be. A copy of the Merger
Prospectus and the Listing Prospectus will be available on the AMF’s website (www.amf-france.org) and
on I2PO’s website (www.i2po.com) and will be obtainable free of charge from I2PO. The Merger
Prospectus and the Listing Prospectus will include a detailed description of I2PO, including a section
describing certain risk factors relating to I2PO and the Merger and the PIPE.

Investors should not subscribe for or purchase any securities referred to in this press release except on the
basis of the information contained in the Merger Prospectus and the Listing Prospectus, as applicable.

The distribution of this press release may be subject to legal or regulatory restrictions in certain
jurisdictions. Any person who comes into possession of this press release must inform him or herself of
and comply with any such restrictions.

The securities of I2PO admitting for trading on the professional segment (compartiment professionnel) of
the regulated market of Euronext Paris are addressed solely to Qualified Investors, as defined in the
regulation (EU) 2017/1129 of 14 June 2017 and in accordance with the provisions of Article L. 411-2, 1° of
the French Code monétaire et financier.




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Japan, Australia or any other jurisdiction in violation of the relevant laws of such jurisdiction.



United Kingdom

This press release does not constitute an offer of securities to the public in the United Kingdom. In the
United Kingdom, this press release is for distribution only to and is directed only at (a) “qualified investors”
within the meaning of Article 2(e) of the Prospectus Regulation as it forms part of U.K. domestic law by
virtue of the EUWA which are (b) (i) persons who have professional experience in matters relating to
investments falling within the provisions of Article 19(5) of The Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the “Order”) or (ii) “high net worth entities”, “unincorporated
associations” and other persons to whom it may otherwise lawfully be communicated, falling within
Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”).
This press release must not be acted on or relied on, in the United Kingdom, by persons who are not
Relevant Persons. Any investment or investment activity to which this communication relates is only
available to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing
this press release must satisfy themselves that it is lawful to do so.

United States of America

This press release and the information it contains does not, and will not, constitute an offer to the public
to subscribe for or sell, nor the solicitation of an offer to subscribe for or buy, I2PO securities in the United
States or any other jurisdiction where restrictions may apply. Securities 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”), it being specified that the I2PO securities have not been and will not
be registered under the Securities Act and I2PO does not intend to register securities or conduct an offer
to the public in the United States.

Canada

This press release and the information it contains do not, and will not, constitute an offer to the public to
subscribe for or sell, nor the solicitation of an offer to subscribe for or buy, I2PO securities in any province
or territory of Canada. Securities may not be offered or sold in Canada except in a transaction exempt
from the prospectus requirements of applicable Canadian securities laws or pursuant to a prospectus that
qualifies those securities in the relevant provinces and territories of Canada, it being specified that the
I2PO securities have not been and will not be qualified by way of prospectus under the securities laws of
any province or territory of Canada and I2PO does not intend to qualify any such securities or conduct an
offering to the public in Canada.

This announcement is not being made in and copies of it may not be distributed or sent, directly or
indirectly, into the United States of America, Canada, Australia or Japan.

Public information

Potential investors should review the risk factors described in I2PO’s prospectus that has been approved
by the AMF on July 13, 2021 solely for the purpose of listing of I2PO securities on the professional segment
(compartiment professionnel) of the regulated market of Euronext Paris. A copy of the prospectus is
available on the AMF’s website at www.amf-france.org and on I2PO’s website at www.i2po.com and
may be obtained free of charge from I2PO.

The information relating to Deezer contained in this press release has been extracted from the
information made publicly available by Deezer. I2PO, J.P. Morgan, Société Générale, Deutsche Bank,
HSBC or any of their respective affiliates, shareholders, directors, officers, advisors, employees and
representatives have not independently verified the accuracy of any such information. No representation,

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Japan, Australia or any other jurisdiction in violation of the relevant laws of such jurisdiction.



warranty or undertaking, express or implied, is made by any of them as to the accuracy or completeness
of the information relating to Deezer contained in this press release and no liability whatsoever (in
negligence or otherwise) is accepted for any loss howsoever arising, directly or indirectly, from any use of
such information or otherwise arising in connection therewith.

Forward looking statements

This press release contains forward looking statements, estimates, opinions and projections with respect
to anticipated future performance of the combined entity ("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, including, without limitation, statements regarding the
consummation of the contemplated business combination, statements regarding market opportunities
and forecasts regarding market trends, and statements regarding the anticipated performance of the
combined entity. Forward-looking statements are based on the current views, expectations and
assumptions regarding the potential business combination, the business, the economy and other future
conditions of the combined entity 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. Factors that may cause actual results to differ materially from those contemplated
by forward-looking statements, include, without limitation, the inability of the parties to successfully or
timely consummate the contemplated business combination, including the risk that any required
regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could
adversely affect the combined entity; changes in domestic and foreign business, market, financial,
political and legal conditions; failure to realize the anticipated benefits of the contemplated business
combination; risks relating to the uncertainty of projected market opportunities and market trend
forecasts; risks related to the growth of the combined entity’s business and product offerings; the effects
of competition on the combined entity’s future business; the amount of redemption requests made by
I2PO’s shareholders; and the ability of I2PO to issue equity securities in connection with the contemplated
business combination or in the future.

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 press release. I2PO and Deezer
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. I2PO and Deezer accept no liability whatsoever in
respect of the achievement of such forward-looking statements and assumptions.




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Schedule 1

Key Performance Indicators

Deezer uses Subscribers, Direct – B2C Average Revenue per User (“ARPU”), Revenue by segment
(Total, Direct – B2C and Indirect – B2B), Revenue by geography (Total, France and RoW), Adjusted
Gross Profit and Adjusted EBITDA as its main performance indicators. These performance indicators
are monitored regularly by Deezer’s management to analyze and, assess its businesses and their
trends, measure performance, prepare earnings forecasts and make strategic decisions.

Subscribers

Deezer has historically tracked its subscriber count based on billing accounts. Such methodology
gives the number of subscriber accounts that are billed directly by Deezer or indirectly as reported by
its partners. Deezer's reporting on subscriber count has been adjusted in this document to align with
market practice. The number of subscribers (including the number of indirect subscribers) described
herein now count every family account user and trial offer user as a subscriber based on Deezer's own
databases. Consequently, indirect subscriber count described herein might differ from the reporting
of Deezer's partners.

Deezer’s subscriber base is broken down into two categories:

 Direct – B2C: Users that subscribed directly through Deezer's websites or mobile
applications, which pay the subscription price directly to Deezer or through a third-party app
store or carrier billing partner. Direct subscribers include all users that have completed
registration and have activated a payment method, therefore including free trialists during
their trial period. Direct subscribers include all registered accounts in a family plan. A family
plan consists of one primary subscriber and up to five additional sub-accounts, allowing up
to six subscribers per family plan. Direct subscribers also include subscribers in a grace period
of up to 31 days after failing to pay their subscription fee.

 Indirect– B2B: Users that have access to Deezer’s service through a distribution partner. It
includes users in Standalone and Bundle offers. Standalone subscribers are recorded based
on the number of provisioned accounts, namely the accounts on which a revenue is paid by
the distribution partner. Bundle subscribers are recorded on a deal by deal basis depending
on the contracts’ arrangements, which can be based on either provisioned accounts, linked
accounts or monthly active users. Indirect subscribers include free trialists during their trial
period. Indirect subscribers also include all registered accounts in a family plan. A family plan
consists of one primary subscriber and up to five additional sub-accounts, allowing up to six
subscribers per family plan.

The table below provides the split of Subscribers at December 31, 2021, 2020 and 2019:

December 31,
2021 2020 2019
(in millions)
Direct – B2C 5.6 5.5 4.6
Indirect – B2B 3.9 3.9 4.2
Total Subscribers 9.6 9.4 8.8



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Direct – B2C Average Revenue per User (“ARPU”)

Direct – B2C ARPU is a monthly measure defined as Direct revenue recognized in the fiscal year
indicated divided by the average of end of month direct subscribers from December 31 of the previous
year to December 31 of the relevant year.

The table below provides the average measure of Direct – B2C on a monthly basis for the years ended
December 31, 2021, 2020 and 2019:
Year Ended December 31,
2021 2020 2019
(in €)
Direct – B2C ARPU 4.2 4.3 5.0



Revenue Split

Revenue Split by Segment

Deezer has identified three operating segments based on internal reporting (or “management
accounts”) used by Deezer’s Board of Directors to make decisions about resources to be allocated to
the segments and assess their performances:

 Direct Revenue – B2C: Subscriptions to the Deezer service are taken out directly by users


 Indirect Revenue – B2B: Subscriptions to the Deezer service are taken out through a
distribution partner or are included in the service or product sold by a distribution partner (as
a bundle)


 Other: This segment includes Advertising and Ancillary revenue




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The table below sets forth the split of Total Revenue by segment for the years ended December 31,
2021, 2020 and 2019:

Year Ended December 31,
2021 2020 2019
(in € thousands)
Direct – B2C 282 719 261 579 247 583
Indirect – B2B 107 393 109 146 121 751
Other 9 907 8 466 11 676
Total Revenue 400 019 379 191 381 010


Revenue Split by Geography

Revenue by geographical area breakdowns as follows:

Year Ended December 31,
2021 2020 2019
(in € thousands)
France 242 646 225 494 208 733
Rest of World 157 373 153 697 172 277
Total Revenue 400 019 379 191 381 010


Adjusted Gross Profit

Deezer management follows Adjusted Gross Profit which corresponds to Gross Profit (Revenue less
Cost of Revenue) adjusted to exclude non-recurring expenses, mostly related to license agreements,
which includes unused minimum guarantees, and onerous contracts depreciation. Deezer excludes
these expenses from its Adjusted Gross Profit because it enables management to more accurately
evaluate the gross profit period after period, and to identify trends that could otherwise be masked
by these non-recurring items. These adjusted expenses include for example onerous contract
depreciation and non-recurring expenses related to license agreements.

Adjusted Gross Profit is not a standardized accounting measure with a single definition generally
accepted by IFRS. It must not be regarded as a substitute for Gross Profit, which is an IFRS-defined
measure. Other issuers may calculate Adjusted Gross Profit differently from the definition used by
Deezer.

The table below illustrates the reconciliation between Gross Profit and Adjusted Gross Profit:

Year Ended December 31,
2021 2020 2019
(in € thousands)
Gross Profit 48 529 61 660 69 797
Onerous contract depreciation 7 573 5 704 1 799
License agreements non-recurring expenses 27 989 6 900 -
Adjusted Gross Profit 84 090 74 264 71 596



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Adjusted EBITDA

In addition to Adjusted Gross Profit, Deezer management follows Adjusted EBITDA which
corresponds to the Operating Income / (Loss) adjusted by the non-recurring expenses excluded and
presented above to define the Adjusted Gross Profit and, by certain non-cash items such as
depreciation and amortization, share-based expenses and other non-recurring provisions. Deezer
management excludes such non-cash items since it considers that they do not reflect Deezer’s current
operating performance.

Adjusted EBITDA is not a standardized accounting measure with a single definition generally
accepted by IFRS. It must not be regarded as a substitute for operating result, net result or cash flows
from operating activities, which are IFRS-defined measures, or as a measure of liquidity. Other issuers
may calculate Adjusted EBITDA differently from the definition used by Deezer.

The table below illustrates the reconciliation between Operating loss and Adjusted EBITDA:

Year Ended December 31,
2021 2020 2019
(in € thousands)
Operating loss (120 554) (88 279) (82 697)
Gross profit adjustments 35 562 12 604 1 799
Depreciation and amortization 11 854 9 909 6 624
Share-based expenses 10 160 7 553 4 788
Other non-recurring provisions (1 648) - -
Adjusted EBITDA (64 626) (58 213) (69 486)




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Schedule 2

Extracts of consolidated audited financial statements for the years ended December 31, 2021,
2020 and 2019

CONSOLIDATED INCOME STATEMENTS
(IN THOUSANDS OF EUROS)

For the year ended December 31,
2021 2020* 2019*
Revenue 400 019 379 191 381 010
Cost of Revenue (351 490) (317 531) (311 213)
Gross Profit 48 529 61 660 69 797
Product and Development (25 620) (22 511) (21 380)
Sales and Marketing (94 702) (84 860) (94 288)
General and Administrative (48 761) (42 568) (36 826)
Operating loss (120 554) (88 279) (82 697)
Finance income 1 526 1 024 1 054
Finance costs (2 304) (7 962) (1 330)
Finance costs - net (778) (6 938) (276)
Loss before income tax (121 332) (95 217) (82 973)
Income tax expense (72) (144) (130)
Share of loss of equity affiliates (1 854) - -
Net loss for the year (123 258) (95 361) (83 103)


Of which attributable to owners of the parent (123 258) (95 361) (83 103)



Net loss per share attributable to owners of the parent
Basic (4,33) (3,44) (3,33)
Diluted (4,33) (3,44) (3,33)


Weighted-average ordinary shares
Basic 28 497 083 27 749 979 24 979 248

Diluted 28 497 083 27 749 979 24 979 248


* 2020 and 2019 historical consolidated financial statements have been restated to take into account
restatements and reclassifications (as described in note (a) (iv) and note 4 to the financial statements
available on I2PO website www.i2po.com on the specific page dedicated to the IBC).




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CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(IN THOUSANDS OF EUROS)
As of December 31,
2021 2020* 2019*
Assets
Non-current assets
Goodwill 7 487 7 487 7 487
Intangible assets 1 427 6 090 1 710
Property and equipment 5 838 6 573 3 536
Right-of-use assets 24 663 26 597 33 764
Investments in equity affiliates 5 500 - -
Non-current financial assets 5 321 5 034 8 746
Other non-current assets 2 284 7 437 16 528
Total non-current assets 52 520 59 218 71 771
Current assets
Trade and other receivables 33 986 29 842 50 253
Other current assets 12 877 11 465 12 659
Cash and cash equivalents 35 097 52 440 73 843
Total current assets 81 960 93 747 136 755
Total assets 134 480 152 965 208 526

Equity and liabilities
Equity
Share capital 290 283 276
Share premium 369 125 364 007 359 299
Consolidated reserves (463 490) (400 133) (336 136)
Net loss (123 258) (95 361) (83 103)
Equity attributable to owners of the parent (217 333) (131 204) (59 664)
Non-current liabilities
Provisions for risks - - -
Provision for employee benefits 1 043 852 654
Lease liabilities 21 454 23 617 28 950
Financial liabilities 25 000 - 5 316
Total non-current liabilities 47 497 24 469 34 920
Current liabilities
Provisions for risks 11 585 4 850 6 210
Lease liabilities 5 001 4 632 4 632
Financial liabilities 112 - 245
Trade payables and related accrued expenses 235 551 195 356 173 995
Tax and employee-related liabilities 32 870 36 752 30 079
Deferred income 16 960 15 761 15 962
Other liabilities 2 236 2 349 2 147
Total current liabilities 304 316 259 700 233 270
Total liabilities 351 813 284 169 268 190
Total equity and liabilities 134 480 152 965 208 526


* 2020 and 2019 historical consolidated financial statements have been restated to take into account
restatements and reclassifications (as described in note (a) (iv) and note 4 to the financial statements
available on I2PO website www.i2po.com on the specific page dedicated to the IBC).


33
Not for release, publication or distribution, directly or indirectly, in or into the United States, Canada,
Japan, Australia or any other jurisdiction in violation of the relevant laws of such jurisdiction.



CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS OF EUROS)
For the year ended December 31,
2021 2020* 2019*
Operating activities
Net loss (123 258) (95 361) (83 103)
Adjustments for:
- Depreciation and amortization (excluding those related to
current assets) 11 854 9 909 6 624
- Provisions 6 933 (1 145) 1 432
- Unrealized gains and losses on fair value operations - - (274)
- Share-based payments 32 165 8 785 4 008
- Gains and losses on disposals 1 493 3 175 1 554
- Share of Loss of Equity Affiliates (net of dividends
distributed) 1 854 - -
- Discounting profits and losses 7 - -
- Net debt costs (including interest on lease liabilities) 631 694 246
- Income tax 72 144 130
Changes in working capital:
- (Increase) / decrease in trade receivables and other assets (263) 27 905 7 493
- Increase / (decrease) in trade and other liabilities 36 925 37 114 20 519
Income tax paid (52) (154) 12
Net cash flows used in operating activities (31 639) (8 934) (41 359)
Investing activities
Purchases of property and equipment and intangible assets (2 054) (6 744) (2 379)
Purchases of non-current financial assets (543) (78) (5 768)
Proceeds from the disposal of intangible and tangible
assets 28 - -
Proceeds from the disposal of non-current financial assets 240 3 943 663
Impact of changes in the scope of consolidation (7 297) - -
Net cash flows used in investing activities (9 626) (2 879) (7 484)
Financing activities
Increase in share capital and share premium (net of costs) 5 125 (238) 13 434
Proceeds from issuance of long-term debt 25 000 - -
Repayment of lease liabilities (5 773) (7 165) (5 311)
Net interest paid (including finance leases) (519) (694) (246)
Net cash flows (used in)/from financing activities 23 833 (8 097) 7 877
Effect of foreign exchange rate changes on cash and cash
equivalents 89 (1 493) (68)
Change in net cash position (17 343) (21 403) (41 034)
Cash and cash equivalents at the beginning of the year 52 440 73 843 114 877
Cash and cash equivalents at the end of the year 35 097 52 440 73 843
Change in net cash position (17 343) (21 403) (41 034)




34
Not for release, publication or distribution, directly or indirectly, in or into the United States, Canada,
Japan, Australia or any other jurisdiction in violation of the relevant laws of such jurisdiction.



* 2020 and 2019 historical consolidated financial statements have been restated to take into account
restatements and reclassifications (as described in note (a) (iv) and note 4 to the financial statements
available on I2PO website www.i2po.com on the specific page dedicated to the IBC).



On March 23, 2022, the Board of Directors authorized for issue the consolidated financial statements
for the years ended December 31, 2021, 2020 and 2019. This unique set of consolidated financial
statements covering three fiscal years does not replace the historical consolidated financial
statements for the year ended December 31, 2020 with 2019 comparatives approved by the combined
shareholders’ general meeting held on June 30, 2021.

Events that occurred subsequent to those dates of approval are not reflected in these consolidated
financial statements, in accordance with the decision of the IASB Interpretation Committee (IFRS IC
Rejection - IAS 10 Events After the Reporting Period: Reissuing Previously Issued Financial
Statements of May 2013). Therefore, the consolidated financial statements for the year ended
December 31, 2020 with 2019 comparatives do not reflect events occurring after June 30, 2021 (date
of approval of the historical IFRS financial statements by the combined general meeting).

These extracts of the audited consolidated financial statements for the years ended December 31,
2021, 2020 and 2019 include the following changes as compared to the consolidated financial
statements originally published by the Group:

 For fiscal years 2019 and 2020: restatements to reflect adjustments on tax related provisions,
as detailed in Note 4 to the financial statements;

 For fiscal years 2019 and 2020: changes in presentation improving the readers’ understanding
of the consolidated income statements, consolidated statements of financial position and
consolidated statements of cash flows, as explained in Note 4 to the financial statements.




35
Not for release, publication or distribution, directly or indirectly, in or into the United States, Canada,
Japan, Australia or any other jurisdiction in violation of the relevant laws of such jurisdiction.



Schedule 3

Allocation of Deezer’s share capital as of April 18th, 2022



on a non diluted basis on a fully diluted basis*
Shareholder Shares % of share Shares % of share
capital capital
AI European Holdings Sàrl 12,589,067 43.3% 12,589,067 38.2%
Orange Participations S.A. 3,026,875 10.4% 3,026,875 9.2%
Kingdom 5-KR-272, Ltd 1,596,933 5.5% 1,596,933 4.8%
Rotana Audio Holding, Ltd 1,596,933 5.5% 1,596,933 4.8%
Idinvest Growth Secondary S.L.P.** 1,576,121 5.4% 1,576,121 4.8%
DC Music Sàrl 1,574,816 5.4% 1,574,816 4.8%
Other shareholders (not holding
more than 5.0% individually on a 7,107,485 24.5% 10,971,498 33.3%
non-diluted basis)
Total 29,068,230 100.0% 32,932,243 100.0%



* including 3,864,013 shares that may be issued upon exercise or final acquisition of warrants,
stock options and free shares.

** represented by its management company Eurazeo Investment Manager S.A.




36
Not for release, publication or distribution, directly or indirectly, in or into the United States, Canada,
Japan, Australia or any other jurisdiction in violation of the relevant laws of such jurisdiction.



Schedule 4

Financial Expert Report




37
I2PO




Financial expert report verifying if the company has
sufficient financial means to carry out the Initial
Business Combination



April 2022
SUMMARY


SUMMARY ............................................................................................................................. 2

1| CONTEXT OF THE OPERATION .......................................................................................... 3
1.1 Merger agreement ...................................................................................................... 4
1.2 I2PO Cash .................................................................................................................... 5
1.3 PIPE ............................................................................................................................ 5

2| DESCRIPTION AND SCOPE OF THE MISSION ...................................................................... 6
2.1 Missions of the financial expert ................................................................................... 6
2.2 Limits .......................................................................................................................... 6
2.3 Documents provided ................................................................................................... 6

3| CONCLUSIONS OF THE FINANCIAL EXPERT........................................................................ 7
3.1 Cash in bank ................................................................................................................ 7
3.2 Form of the Business Combination ............................................................................... 7
3.3 Minimum cash post redemption period ....................................................................... 7

4| CONCLUSION ................................................................................................................... 9

5| ANNEXES ....................................................................................................................... 10




I2PO|Financial expert report 2
1| CONTEXT OF THE OPERATION
I2PO (“I2PO” or the “Company”) is a special purpose acquisition company (SPAC) incorporated on May 4, 2021. I2PO
is a public limited company (in French, société anonyme) with a share capital of €343,749.98, whose registered office
is located at 12, rue François 1er, 75008 Paris. It is registered in the Trade and Companies Register under number
898 969 852 R.C.S. Paris and is represented by Iris Knobloch in her capacity as Chairman-Director General.

The Company was formed by Groupe Artémis (Mr. François-Henri Pinault), SaCh27 SAS (Ms. Iris Knobloch), and
Combat Holding SAS (Mr. Matthieu Pigasse) (together the “Founders”).

The Company focuses on the completion of an Initial Business Combination (ICB) with one or several target
businesses or companies with principal operations in the entertainment and leisure industry in Europe, with a
dedicated focus on digital. To this end, I2PO raised funds during its IPO on July 20, 2021, on the professional segment
of the regulated market of Euronext Paris.

Currently, the share capital of I2PO is €343,749.98. It is divided into 34,374,998 shares with a nominal value of €0.01
each, of which:

● 2,291,664 category A1 preference shares;

● 2,291,667 category A2 preference shares;

● 2,291,667 Class A3 preference shares;

● 27,500,000 Class B preference shares (the “Market Shares”).

The Company’s initial public offering (the “IPO” or the “Offering”) has raised €275 million through the issuance of
27,500,000 units, each consisting of one Class B preferred share and one Class B warrant.

Groupe Artémis has participated in the Offering for a total amount of €15 million. Ms. Iris Knobloch and Mr. Matthieu
Pigasse have not participated in the Offering and have advised the Company that they will not purchase Market
Shares and/or Market Warrants, whether on- or off-market, following the Offering until the Initial Business
Combination.

To the knowledge of the Company, the shareholders holding more than 5% of the share capital or voting rights of
I2PO (on an undiluted basis) as at December 31, 2021, are J.P. Morgan Chase International, Linden Advisors, Citadel
Advisors LLC, and Barclay Capital Securities Ltd. (together the “Main Shareholders”).

The Company intends to consummate its initial business combination through a strategic transaction (the
“Transaction”) involving the French digital music distributor Deezer (the “Target”). The Transaction will require an
affirmative vote of the majority of the members composing the Board of Directors of the Company, including
approval by a two-thirds majority of its independent members, following which the Company will publish a notice
relating to the Transaction in accordance with the IPO Prospectus (the “IBC Notice”).

In accordance with the provisions of the articles of association of the Company dated July 20, 2021, each shareholder
may redeem its Market Shares before the completion of the business combination. They will have thirty (30)
calendar days following the IBC Notice to notify the Company that they wish to have all (and not less than all) their
Market Shares redeemed by the Company.




I2PO|Financial expert report 3
The following table summarizes I2PO emissions and funding:

Founders Shareholders Any additional investment
Ordinary shares:
€56.5 thousand
5,649,999 shares
SPAC creation date • 1,883,333 ordinary shares
May 4, 2021 for €0.01;
• 1,883,333 ordinary shares
for €0.01;
• 1,883,333 ordinary shares
for €0.01.

Founders’ units: Market units: IPO
€6.8 million €275 million
6,874,998 shares 27,500,000 shares
• 2,291,664 shares + • 27,500,000 Class B preferred
SPAC IPO: category A1 option for shares + warrant for €10.00
July 20, 2021 €0.01;
• 2.291.667 shares +
category A2 option for
€0.01;
• 2.291.667 shares + Class A3
option for €0.01.

Intended operation
IBC Notice: PIPE
Each Market Share holder will Target: €150 million for
Merger with the have thirty (30) calendar days 15,000,000 new ordinary
target company following the IBC Notice to notify shares
(Deezer) the Company that they wish to
have all their Market Shares
repurchased by the Company.
Sources: I2PO Prospectus, Draft merger agreement, Deezer acquisition presentation


1.1 Merger agreement
The Initial Business Combination of I2PO will take the form of a reverse merger by absorption with one of the leaders
in the field of entertainment, the music streaming service Deezer (the “Merger”). I2PO shall be the surviving entity
as a result of the Merger.

Deezer is a public limited company whose registered office is 24, rue de Calais, 75009 Paris. It is registered in the
Trade and Companies Register under number 511 716 573 R.C.S. Paris and is represented by Mr. Jeronimo Folgueira
in his capacity as Chief Executive Officer.

Deezer’s goal is to combine the experience and expertise of I2PO’s founding shareholders with that of Deezer, as it
pursues its development, and to access the stock market to finance its activity in the medium and long term.

The aim of the transaction is to provide up to €425 million of total primary proceeds, consisting of:

● €275 million from I2PO (point 1.2).

● €150 million in target PIPE (point 1.3) proceeds expected to be raised at €10.00 / share




I2PO|Financial expert report 4
Deezer is expected to have up to €419million1 of cash pro forma at the transaction’s closing. In this context, Deezer’s
shareholders are expected to own 70% of the pro forma company.

Post-transaction expected ownership:
2%
10%




Deezer Shareholders
18%
I2PO Investors
PIPE Investors
I2PO Sponsors



70%




Source: “Decibel” financial presentation for the PIPE investors


1.2 I2PO Cash
The Company has raised €275 million in its initial public offering through the issuance of 27,500,000 units, each
consisting of one Class B preferred share and one Class B warrant. These funds have been put in a deposit account
opened with the bank “Caisse d’Épargne Midi-Pyrénées”, as described in the prospectus issued by I2PO for its initial
public offering.


1.3 PIPE
In the context of the cash requirements associated with the Transaction, the Company will proceed with a share
capital increase reserved for certain investors (the “PIPE”), by way of issuing new ordinary shares in the Company
(the “PIPE Shares”).

The PIPE Shares, once issued by the Company, will be listed and traded on the professional segment of the regulated
market of Euronext Paris on the settlement and delivery date of the PIPE. A prospectus will be prepared and
submitted for AMF approval.

Proceeds from the PIPE will be used by the Company to satisfy the cash requirements associated with the Business
Combination, including inter alia paying related expenses and retaining specified amounts to be used by the
Company after the Business Combination to support its growth strategy, its working capital, or other business or
corporate purposes.

The target amount for the PIPE is €150 million, the proceeds expected to be raised at €10.00 / share.




1 Estimated as pre-transaction net cash of €10m, plus cash proceeds from transaction of €390m, plus €19m from exercising
warrants.


I2PO|Financial expert report 5
2| DESCRIPTION AND SCOPE OF THE MISSION
This mission was carried out by Pierre Béal, Partner, and Stéphane Marande, Executive Director specialized in
financial evaluation, assisted by Amaël Nabet, junior analyst.


2.1 Missions of the financial expert
The IBC will require an affirmative vote from the Board of Directors at the required majority. This vote will be made
on the basis of a Financial Expert’s report certifying that the Company has sufficient financial means in the form of
equity capital and authorization of credit lines to carry out the Initial Business Combination.

In this context, BM&A Advisory & Support was appointed on November 30, 2021, by the Company’s Board of
Directors as a financial expert to prepare a report certifying that the Company has sufficient resources to finance
the IBC’s consideration and the repayment of shares held by shareholders not wishing to participate in the
transaction.

The goal of our intervention is to certify the following three points:

● The amount of cash currently held by the Company.

● The form of the Business Combination and its impact on the level of cash required for the acquisition.

● A minimum available cash position of € 135 million post redemption period, by confirming the
irrevocable commitments of the current investors not to request the redemption of their Market
Shares and by adding the amount of the new investors’ subscription commitments (PIPE).


2.2 Limits
This document was created by BM&A Advisory & Support at the request of and upon appointment by I2PO’s Board
of directors, and for them alone, as per the assignment detailed in the previous paragraph.

We have based our work chiefly on the information supplied by I2PO’s counsels, which we assume to be correct,
comprehensive, and given in good faith. We have not subjected the information to any audit, limited review, or
independent verification. As a result, BM&A cannot guarantee the accuracy or completeness of the supplied
information and thus may not be held responsible for any decisions made based on this information should it prove
incorrect or incomplete.


2.3 Documents provided
We have used the documents and information provided to us by the Company and its advice to accomplish our
assignment. These include mainly:

● The IPO prospectus of I2PO (“SPAC I2PO”).

● The “Decibel” financial presentation for the new investors, as of March 18, 2022 (“PIPE IP”).

● The draft of the merger agreement, unsigned, as of March 24, 2022 (“Projet de Traité de fusion”).

● A template of non-redemption agreement, as of March 14, 2022.

● A bank statement of the deposit account opened by I2PO with the “Caisse d’Épargne Midi-Pyrénées”,
as of March 24, 2022.

● Summary report of follow-up of PIPE subscriptions, 18 signed PIPE subscriptions and a confirmation by
email.


I2PO|Financial expert report 6
3| CONCLUSIONS OF THE FINANCIAL EXPERT
3.1 Cash in bank
As per the bank statement of the deposit account opened by I2PO with the “Caisse d’Épargne Midi-Pyrénées”, the
cash in escrow, as of March 24, 2022, is €275 million (see Annexes). As a result, we can confirm that the Company
has the financial means to repurchase any Market Shares as may be requested by I2PO’s shareholders who hold
Market Shares.


3.2 Form of the Business Combination
After an analysis of the unsigned draft Merger Agreement, we observe that the transaction will result in new ordinary
shares being issued by the Company to the shareholders of the Target (the “Merger Shares”) as consideration for
the transfer of all assets and liabilities of the Target to the benefit of the Company. Therefore, no cash transfer is
needed for completion of the IBC and we can confirm that the Company has the financial means to proceed with
the IBC. However, the final percentage of the Deezer’s shareholders into the share capital of I2PO will depend on
the amount of I2PO’s cash available on the completion date of the Merger.


3.3 Minimum cash post redemption period
The conditions precedent of the draft merger agreement provide, among other things, that I2PO must hold at the
date of completion of the merger an amount of available cash at least equal to €135 million.

The amount of cash available at the time of the completion of the merger will consist of:

● the amount of the initial subscriptions (€275 m).

● less (-) requests for redemption of the Market Shares.

● plus (+) the amount of PIPE subscriptions.

We remind you that (i) each shareholder has thirty (30) calendar days following the IBC Notice to notify the Company
that they wish to have all (and not less than all) their Market Shares repurchased by the Company, and that (ii) the
investors can confirm their contribution to the PIPE until convening of the Company’s shareholders’ meeting who
will be invited to resolve upon the share capital increase relating to such PIPE.

In this context, as our report is due to be issued prior to the Board of Directors’ meeting which shall be held to
approve the IBC, and hence before the expiry of the period when investors can confirm their contribution to the
PIPE, it is very likely that the Company receive additional confirmations from investors who shall decide to contribute
to the PIPE. Indeed, from an economically rational point of view, some investors may wait until the last moment of
the investment period offered to them. Thus, it is not surprising that we only obtained a limited number of non-
redemption undertakings and PIPE subscription undertakings.

Nevertheless, we have obtained some information from the banks regarding investor intentions, which is
summarized below.

First, it results from the Company’s 2021 financial report that as of 31 December 2021, the Market Shares ownership
pre-IBC could be summarized as follows:




I2PO|Financial expert report 7
I2PO : Capitalization table : post IPO Market Shares
Shareholder # Nom. Value Total (€m)
Founders :
Iris Knobloch
Groupe Artémis 1 500 000 10.00 € 15.0
Matthieu Pigasse
Founders 1 500 000 15.0
Main Shareholders (>5%) :
J.P. Morgan Chase & Co(2) 4 195 945 10.00 € 42.0
Goldman Sachs International 3 039 191 10.00 € 30.4
Linden Adivsors 2 149 998 10.00 € 21.5
Citadel Advisors LLC 1 739 192 10.00 € 17.4
Barclays Capital Securities Ltd 2 015 736 10.00 € 20.2
Main shareholders 13 140 062 131.4
Free float 12 859 938 10.00 € 128.6
Total 27 500 000 275.0

As of the date of this report, we have not received any signed “Non-Redemption Agreement”. In this context, we
can only certify that an amount of €15 million (Groupe Artémis Market Shares) will not be subject to any redemption
request upon expiry of the 30-day redemption period.

Then, as of the date of this report, investors have signed with the Company firm subscription commitments, in a
total amount of €119 million. In addition, another positive contact (confirmed by an email) has been made for an
amount of €1 million which would be invested in order to reach the minimum cash threshold.

Therefore, it is considered that an amount of €120 million is secured under the PIPE, making a total of €135 million
including the signed non-redemption undertaking of €15 million from Groupe Artemis.

In this context, the cash available to I2PO at the end the thirty-day redemption period, according to the percentage
of redeem requested, can be estimated as follows,



Net cash available (€m) I2PO Shareholders Redeem %
135,0 10% 30% 50% 70% 90%
119,0 368 316 264 212 160
PIPE amount 119,5 369 317 265 213 161
(€m) 120,0 369 317 265 213 161
135,0 384 332 280 228 176
150,0 399 347 295 243 191




I2PO|Financial expert report 8
4| CONCLUSION
As of the date of this report, we can certify that I2PO has an amount in escrow in a total amount of €275 million and
that no cash will be needed for completion of the Merger.

In addition, Groupe Artémis has undertaken not to redeem its Market Shares for an amount of €15 million.
Concurrently, PIPE investors have been contacted with 18 subscription agreements having been signed (for a total
amount of up to €119 million) and 1 subscription undertaking (for a total amount of up to €1 million confirmed by
an email). Therefore, the banks have expressed their confidence that the minimum cash threshold of €135 million
will be reached.

As a result, as the PIPE subscriptions are very likely to amount €120 million (a total amount of €119 million
subscription agreements already signed plus €1 million of subscription undertaking confirmed by an email) and
considering the €15 million non-redemption undertaking of Groupe Artemis, it is highly likely that the €135 million
minimum cash threshold will be reached.




Paris, April 18th,2022

BM&A Advisory & Support




Pierre Béal Stéphane Marande

Partner Executive Director




I2PO|Financial expert report 9
5| ANNEXES
Bank statement of the Company, as of March 24, 2022:




I2PO|Financial expert report 10
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I2PO|Financial expert report 11