Fyber N.V.: Optional Redemption Notice for Convertible Bonds XS1223161651

Optional Redemption Notice

Fyber N.V. (the "Issuer")

€150,000,000 Senior Unsecured Convertible Bonds due 2022 (the "Bonds") ISIN: XS1223161651

15 April 2021

This is an Optional Redemption Notice. Capitalised terms not otherwise defined in this notice shall have the meanings given to them in the Terms and Conditions of the Bonds (the "Conditions").

Notice is hereby given to the Bondholders in accordance with the Conditions that the Issuer is exercising its option pursuant to Condition 6(b)(i) to redeem all of the outstanding Bonds on 17 May 2021 (the "Optional Redemption Date") at their principal amount together with accrued but unpaid interest to, but excluding, such date of €9.597,93 per Bond.

The Issuer is entitled to exercise this option under Condition 6(b)(i) as a result of the product of:

(a) the Volume Weighted Average Price of a Conversion Security on the Relevant Stock Exchange on each Qualifying Dealing Day, and

(b) the number of Conversion Securities determined by dividing €100,000 by the Conversion Price in effect on such Qualifying Dealing Day

having equalled or exceeded 130% of the principal amount of the Bonds on each of at least 20 Qualifying Dealing Days in the period of 30 consecutive Qualifying Dealing Days ending on (and including) 13 April 2021, as has been determined and confirmed to the Issuer by the Calculation Agent.

As an alternative to the redemption of its Bonds, each Bondholder may exercise the Conversion Rights relating to its Bonds in accordance with Condition 5(a)(ii) by delivering a duly completed and signed Conversion Notice to the specified office of any Conversion Agent in accordance with Condition 5(c). To exercise the Conversion Right, the delivery of the relevant Bond and duly completed and signed Conversion Notice must be made no later than the close of business (at the place where the relevant Bond is deposited for conversion) on 7 May 2021 (being ten (10) days before the Optional Redemption Date).

On 13 April 2021, being the latest practicable date prior to the date of this notice:

- the Conversion Price was €0.30 per Conversion Security;

- the aggregate principal amount of the Bonds outstanding was €23,400,000;

- the Volume Weighted Average Price of the Conversion Securities, as derived from the Relevant Stock Exchange, was €0.6859; and

- the official closing price of a Conversion Security on the Relevant Stock Exchange, was €0.69.

The aggregate principal amount of the Bonds outstanding on the Optional Redemption Date following the optional redemption in accordance with this notice will be zero.

Fyber N.V.  

This notice contains inside information and disclosure of inside information is according to Article 17 EU Market Abuse Regulation.

This is for information purposes only and is not intended to constitute, and should not be construed as, an offer to sell or subscribe for, or the announcement of a forthcoming offer to sell or subscribe for, or a solicitation of any offer to buy or subscribe for, or the announcement of a forthcoming solicitation of any offer to buy or subscribe for, ordinary shares in the share capital of Fyber N.V. (the "Issuer", and such shares, the "Securities") in the United States of America (the "United States") or in any other jurisdiction. No offer to sell or subscribe for Securities, or announcement of a forthcoming offer to sell or subscribe for Securities, or solicitation of any offer to buy or subscribe for Securities, or announcement of a forthcoming solicitation of any offer to buy or subscribe for, Securities will be made in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction, and the distribution of this communication in jurisdictions may be similarly restricted.

Fyber contact details: Fyber N.V. Wallstraße 9-13 10179 Berlin, Germany governance@fyber.com