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Q-Park Holding I B.V. (the “Company”, and together with Q-Park Holding B.V. (the “Parent”) and the direct and indirect subsidiaries of the Parent, the “Group”) today announces that it has successfully priced €430 million aggregate principal amount of 5.125% senior secured fixed rate notes due 2029 at an issue price of 100.000% (the “Notes”). The offering is subject to customary closing conditions and settlement is expected to occur on or around January 18, 2024. The proceeds from the offering, if completed, are expected to be used to: (i) pay for the 1.500% Notes due 2025 validly tendered and accepted for purchase by the Company pursuant to the tender offer launched on January 8, 2024 (the “Tender Offer”), together with accrued and unpaid interest thereon; (ii) satisfy and discharge the Company’s and the guarantors’ obligations in respect of any remaining 1.500% Notes due 2025 not validly tendered and accepted for purchase by the Company pursuant to the Tender Offer (the “Remaining 1.500% Notes due 2025”) on or about the issue date of the Notes by depositing an amount in cash sufficient to redeem the entire outstanding principal amount of the Remaining 1.500% Notes due 2025 at par, together with accrued and unpaid interest thereon, up to but excluding a date in approximately one year, being on or around January 17, 2025 (the “Satisfaction and Discharge Redemption Date”) with the Trustee (or an agent of the Trustee) in respect of such Remaining 1.500% Notes due 2025 to be applied for the payment of interest on such Remaining 1.500% Notes due 2025 on the respective interest payment dates and for a redemption at par on the Satisfaction and Discharge Redemption Date; and (iii) pay fees, costs and expenses incurred in connection with the foregoing.

The Notes will be offered only to qualified institutional buyers pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act, subject to prevailing market and other conditions. There is no assurance that the offering will be completed or, if completed, as to the terms on which it is completed. The Notes to be offered have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or unless pursuant to an applicable exemption from the registration requirements of the Securities Act and any other applicable securities laws. This announcement does not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

The manufacturer target market (MIFID II Product Governance and UK MiFIR Product Governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as the Notes are not available to retail clients in the EEA or the United Kingdom.

In connection with the issuance of the Notes, certain of the initial purchasers will serve as stabilizing managers and may over-allot the Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the stabilizing managers (or persons acting on behalf of the stabilizing managers) will undertake stabilization actions. Any stabilization action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the Notes and 60 days after the date of the allotment of the Notes. Any stabilization action or over-allotment must be conducted in accordance with all applicable laws and rules.

This announcement does not constitute and shall not, in any circumstances, constitute an invitation to the public in connection with any offer or constitute any offer to the public, each within the meaning of the Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”) and the Prospectus Regulation as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”)). The offer and sale of the Notes will be made pursuant to an exemption under the Prospectus Regulation and the UK Prospectus Regulation from the requirement to produce a prospectus for offers of securities. This announcement is only being distributed to, and is directed only at, persons who are “qualified investors” (as defined in the UK Prospectus Regulation) who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”); (ii) are high net worth entities falling within Article 49(2)(a) to (d) of the Financial Promotion Order; (iii) are outside the United Kingdom; or (iv) are other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). In the UK, any investment activity and the notes to which this announcement relates are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such notes will be engaged in only with, relevant persons. This announcement and its contents must not be acted on or relied on by persons who are not relevant persons.

About the Company and Q-Park

The Company was formed as a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) under the laws of The Netherlands on May 12, 2017. The Company is a direct subsidiary of the Parent. The Group is a leading parking infrastructure owner and operator in the Western European market, with a large and diversified portfolio of owned, leased and managed parking facilities across seven Western European countries. The Group mainly operates off-street parking spaces owned by it as well as parking spaces under concessions and long-term leases from public and private landlords, with a focus on off-street purpose-built parking facilities at strategic locations. The Group operates more than 3,500 parking facilities comprising over 680,000 parking spaces as of September 30, 2023 in The Netherlands, France, the United Kingdom, Germany, Belgium, Denmark and Ireland.

Forward-Looking Statements

This announcement may include forward-looking statements within the meaning of the securities laws of certain applicable jurisdictions. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “may,” “plan,” “project,” “should,” “will” or “would” or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts contained in the Offering Memorandum and include, without limitation, statements regarding the Group’s or its affiliates’ intentions, beliefs or current expectations concerning, among other things, the Group’s or its affiliates’ results of operations, future financial condition and performance, liquidity, prospects, growth, goals, targets, strategies, , future developments in the markets in which they participate or are seeking to participate and anticipated regulatory changes in the industry in which they operate. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. You should not place undue reliance on these forward-looking statements. Many factors may cause the Group’s or its affiliates’ actual results of operations, financial condition, liquidity and the development of the industries in which they operate to differ materially from those contained in or suggested by the forward-looking statements contained in this announcement. In addition, even if the Group’s or its affiliates’ results of operations, financial condition and liquidity, and the development of the industries in which they operate are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods.