VAM Investments SPAC B : EGM 21 July 2023 – Notice and Shareholder Circular

VAM Investments SPAC B.V.

(a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated

under the laws of the Netherlands, with its corporate seat in Amsterdam, the Netherlands)

Shareholder Circular relating to the proposed extension

of the Initial Business Combination Deadline

including

convocation of, and agenda for, the extraordinary General Meeting

This document is a circular and a convocation (the "Circular") relating to, inter alia, the proposal by VAM Investments SPAC B.V. (the "Company" or "VAM Investments SPAC") to extend the Initial Business Combination Deadline (as defined below). The Company is a Special Purpose Acquisition Company ("SPAC") and was incorporated for the purpose of effecting a merger, demerger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination with, or acquisition of, a business or company (a "Target") (a "Business Combination").

Today, the Company announced via a press release (the "Press Release") its entry into a binding term sheet (the "Binding Term Sheet") with Supermoney S.p.A. ("Supermoney" and, together with its subsidiaries, the "Supermoney Group"), a primary Italian online broker offering price comparison and technological services mainly in the energy, gas and telecommunications sector, concerning a potential Business Combination. Such Business Combination is expected to comprise, inter alia, the acquisition by the Supermoney shareholders (the "Target Shareholders") of a substantial stake in the Company's share capital and the Company acquiring 100% of the shares in Supermoney, subject to the terms and conditions set out in the Binding Term Sheet. For further information, please refer to the Press Release which is available on the Company's website (www.vaminvestments-spac.com).

However, as the Company does not expect to complete a Business Combination by 21 July 2023 (the "Initial Business Combination Deadline"), it is seeking shareholder approval for the following proposals (together, the "Extension Transaction"):

• to extend the Initial Business Combination Deadline by a maximum of six months from the Initial Business Combination Deadline (the "Extension" and such new business combination deadline, the "New Business Combination Deadline"). The Extension will comprise an initial period of three months, until 21 October 2023, and an automatic extension by an additional three months, until 21 January 2024, subject to the Company having entered into a business combination agreement (or similar) with the seller of a Target prior to 21 October 2023;
• to initiate a repurchase procedure allowing Ordinary Shareholders (as defined below), subject to the terms and conditions set out in this Circular, to tender some or all of their Ordinary Shares (as defined below) for repurchase in consideration for the Repurchase Price (as defined below) amounting to EUR 10.107 per Ordinary Share, which is subject to withholding tax due by the Redeeming Shareholder and withheld by the Company (the "Tender Offer Buyback"). Ordinary Shareholders may tender their Ordinary Shares for repurchase under the Tender Offer Buyback between 09:00 Central European Summer Time ("CEST") on 6 July 2023 and 13:30 CEST on 19 July 2023 (the "Acceptance Period").
  ORDINARY SHAREHOLDERS WHO FAIL TO CORRECTLY COMPLETE AND SUBMIT THE REQUISITE TAX FORM(S) PRIOR TO THE END OF THE ACCEPTANCE PERIOD WILL NOT BE ELIGIBLE TO PARTICIPATE IN THE TENDER OFFER BUYBACK, AND ANY ORDINARY SHARES TENDERED BY THEM WILL NOT BE ACCEPTED FOR REPURCHASE BY THE COMPANY. For further details, see "The Extension Transaction - Tender Offer Buyback" and "The Extension Transaction - Taxation" of this Circular;

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• to authorise the release to the Company from the escrow account held with Banca Nazionale del Lavoro S.p.A. (the "Escrow Account") of the EUR 2,103,266 that was initially deposited in the Escrow Account by the Sponsor to cover up to 1 per cent. of any negative interest incurred in respect of the IPO Proceeds (the "Negative Interest Cover"), plus Net Interest accrued in respect of the Negative Interest Cover (the "NIC Release"). The Company intends to use these funds as additional working capital to fund its continued efforts to consummate a Business Combination; and
• to amend the Escrow Agreement (as defined below) in the manner set out in Annex I to this Circular to enable (i) the release of funds required for the Tender Offer Buyback and (ii) the NIC Release (the "Escrow Agreement Amendments").

The Extension Transaction is subject to the approval of the general meeting of the Ordinary Shareholders (the "General Meeting") at the Extension EGM (as defined below), as contained in the Convocation (as defined below). Subject to the General Meeting approving the Extension Transaction Resolutions (as defined below), the Company's board of directors (raad van bestuur, the "Board") shall have the right to, in its sole discretion, finally resolve to implement the Extension Transaction. The Company will no later than 21 July 2023 at 23:59 CEST announce via press release (that will also be posted on the Company's website (www.vaminvestments-spac.com)) whether it will proceed with the implementation of the Extension Transaction.

If the Extension Transaction is approved at the Extension EGM and a Business Combination is subsequently proposed to the General Meeting (the "Business Combination EGM") prior to the expiry of the New Business Combination Deadline, each Ordinary Shareholder will be given the option, under a redemption arrangement, to tender to the Company on or prior to the applicable record date (the "BC Redemption Record Date") some or all of the Ordinary Shares held by it in return for its pro rata share of (i) the IPO Proceeds and (ii) the expected amount of interest that is recorded in the Escrow Account at such time, less WHT due by participating Ordinary Shareholders and to be withheld by the Company at such time (the "BC Redemption Arrangement"). See "The Extension Transaction - Taxation" of this Circular. The terms, conditions and procedures of the BC Redemption Arrangement, if any, including the BC Redemption Record Date, shall be set forth in a shareholder circular to be issued by the Company in connection with the Business Combination EGM (the "BC EGM Circular").

Ordinary Shareholders that at such time elect to forgo the BC Redemption Arrangement in whole or in part and instead choose to retain all or a portion of the Ordinary Shares eligible for redemption on the BC Redemption Record Date (such retained Ordinary Shares, the "Eligible Shares"), will, assuming completion of the Business Combination, be entitled to subscribe for up to one newly issued Warrant (the "Bonus Warrants") at a subscription price of EUR 0.01 for every one Eligible Share, subject to the satisfaction of the terms, conditions and procedures to be set forth in the BC EGM Circular and summarised in this Circular. See "The Extension Transaction - Bonus Warrants" of this Circular.

This Circular is not a prospectus for the purposes of Regulation (EU) No. 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended (the "Prospectus Regulation"), and has therefore not been approved by, or filed with, the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiele Markten). This Circular does not constitute or form part of any offer or invitation to purchase, otherwise acquire or subscribe for, or any solicitation of any offer to purchase, otherwise acquire or subscribe for, any security.

The convocation, including the agenda for the extraordinary General Meeting (the "Extension EGM"), which will be held at the Sheraton Amsterdam Airport Hotel and Conference Center, Schiphol Boulevard 101, 1118 BG Schiphol, the Netherlands, on 21 July 2023, at 13:30 CEST, is set out in "Convocation and Agenda for Extraordinary General Meeting" (the "Convocation") of this Circular, and the explanatory notes to the agenda are set out in "Explanatory Notes to the Agenda for the Extraordinary General Meeting" of this Circular. The agenda and explanatory notes thereto constitute an integral part of this Convocation.

This Circular, including the Convocation, is published electronically and in English only. Capitalised terms used but not otherwise defined are defined in "Defined Terms".

This Circular is dated 9 June 2023

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TABLE OF CONTENTS
	Page
EXPECTED TIMETABLE OF PRINCIPAL EVENTS	4
LETTER TO SHAREHOLDERS	5
CONVOCATION AND AGENDA FOR EXTRAORDINARY GENERAL MEETING	6
EXPLANATORY NOTES TO THE AGENDA FOR THE EXTRAORDINARY GENERAL MEETING	8
THE EXTENSION TRANSACTION	9
OTHER IMPORTANT INFORMATION	20
DEFINED TERMS	22

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event		Date (Time - all CEST)
Record Date (for being entitled to attend, and cast a vote at, the		23 June 2023 at 17:30
Extension EGM)
Commencement of Acceptance Period	6	July 2023 at 09:00
Deadline for (i) attendance registration for the Extension EGM	14	July 2023 at 17:00
and (ii) submitting electronic voting instructions or proxies
Closing of Acceptance Period	19	July 2023 at 13:30
Deadline for the delivery of the duly completed applicable Tax	19	July 2023 at 13:30
Form(s) by Redeeming Shareholders(1)

Extension EGM

Press release announcing whether the Company will proceed with implementation of the Extension Transaction (2)

21 July 2023 at 13:30 by 21 July 2023 at 23:59

Repurchase of and payment for Ordinary Shares validly tendered	28 July 2023
under the Tender Offer Buyback (2) (3)
Tax Refund Payment Date(1)	by 2 August 2023

Notes:

1. See "The Extension Transaction - Taxation" and "The Extension Transaction - Tender Offer Buyback - Tax Refund" of this Circular.
2. Assumes the General Meeting approves the Extension Transaction Resolutions at the Extension EGM.
3. If the Board resolves to proceed with implementation of the Extension Transaction.

The dates and times given are based on the Company's current expectations and may be subject to change. Any revised dates and/or times will be notified by way of a press release published on the Company's website (www.vaminvestments-spac.com).

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LETTER TO SHAREHOLDERS

Dear Shareholder,

On behalf of the Company, we are pleased to provide you with this Circular and to invite you to the Extension EGM which is to be held at the Sheraton Amsterdam Airport Hotel and Conference Center, Schiphol Boulevard 101, 1118 BG Schiphol, the Netherlands, on 21 July 2023 at 13:30 CEST.

The purpose of this Circular is to ensure that you are adequately informed of the facts and circumstances relevant to the proposals on the agenda for the Extension EGM. This should enable you (to the extent you have voting rights in the Extension EGM) to vote on the Extension Transaction Resolutions, comprising the approval of the proposed (i) Extension; (ii) NIC Release; (iii) Tender Offer Buyback; and (iv) Escrow Agreement Amendments.

Since the IPO, the Board has assessed a wide variety of potential suitable Targets and has engaged in discussions with several of them. Certain prospective Targets were, following investigation, considered not to meet the Target business criteria or would otherwise not result in a Business Combination at an acceptable valuation, while others elected to pursue other strategic avenues such as a private sale or were reluctant to pursue a Business Combination due to macroeconomic events.

However, today the Company announced via the Press Release its entry into a Binding Term Sheet with Supermoney, a primary Italian online broker offering price comparison and technological services mainly in the energy, gas and telecommunications sector, concerning a potential Business Combination. Such Business Combination is expected to comprise, inter alia, the acquisition by the Target Shareholders of a substantial stake in the Company's share capital and the Company acquiring 100% of the shares in Supermoney, subject to the terms and conditions set out in the Binding Term Sheet. For further information, please refer to the Press Release which is available on the Company's website (www.vaminvestments-spac.com).

Accordingly, the Board aims to consummate a suitable Business Combination prior to the New Business Combination Deadline and, after careful consideration of the best interests of the Company and its stakeholders, therefore recommends that the General Meeting approves the Extension Transaction Resolutions at the Extension EGM.

This Circular provides detailed information on the proposed Extension Transaction and related matters, including preliminary disclosure of an opportunity, following a successful Business Combination, for holders of Eligible Shares to subscribe for Bonus Warrants. This Circular first sets out the convocation of the Extension EGM and the agenda items and explanatory notes thereto, to be considered and voted upon at the Extension EGM. It continues with a description of the background to and rationale for the proposed Extension Transaction, followed by a more detailed description of each of the Extension, the NIC Release, the Tender Offer Buyback (and related Italian tax considerations), the Escrow Agreement Amendments.

We encourage you to read this Circular and the additional documentation referred to in it carefully. We hope you will agree with the recommendation of the Board to approve the proposed Extension Transaction.

We value and thank you for your continued support and look forward to welcoming you to our Extension EGM on 21 July 2023.

Yours sincerely,

The Board

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