DISCLAIMER - IMPORTANT

For users located in the United States

The following materials are not directed at or to be accessed by persons located in the United States (except for “qualified institutional buyers” within the meaning of the U.S. Securities Act of 1933, as amended (the “Securities Act”)), Canada, Australia or Japan or any jurisdictions in which the distribution or release would be unlawful. These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada or Japan or in any other jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation.

The shares mentioned herein have not been, and will not be, registered under the Securities Act and may not be offered or sold in the United States, except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of the shares in the United States.

For users located in the United Kingdom

In the United Kingdom the following materials are only directed at persons who are “qualified investors” within the meaning of Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 who are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order, or (iii) persons to whom an invitation or inducement to engage in an investment activity (within the meaning of section 21 of the United Kingdom Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). The shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such shares will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on the materials or any of their contents.

For users located within the European Economic Area (other than Germany)

You are located or resident in a member state of the European Economic Area (“EEA”) other than Germany and are a “qualified investor” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC. Further, if you are acting as a fiduciary or agent for one or more investor accounts, (a) each such account is a qualified investor, (b) you have investment discretion with respect to each account, and (c) you have full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such account.

Viewing the materials you seek to access may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view such materials. Any person who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.

If you are not permitted to view materials on this webpage or are in any doubt as to whether you are permitted to view these materials, please exit this webpage.

Basis of access

Access to electronic versions of these materials is being made available on this webpage by Babbel Group AG in good faith and for information purposes only. Making press announcements and other documents available in electronic format on this webpage does not constitute an offer to sell or the solicitation of an offer to buy shares in Babbel Group AG. Furthermore, it does not constitute a recommendation by Babbel Group AG or any other party to buy or sell shares in Babbel Group AG.

You agree that the materials you receive are for your own use and that you will not distribute the materials to any other person.

To the extent that any materials on this website contain forward-looking statements, such statements do not represent facts and are characterized by the words “will”, “expect”, “believe”, “estimate”, “intend”, “aim”, “assume” or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of Babbel Group AG and are based on current plans, estimates and forecasts that has made to the best of its knowledge, but which may not be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced. It should be kept in mind that the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements.