LETTER TO SHAREHOLDERS
Dear Shareholders,
GeoJunxion N.V. is pleased to invite you to its extraordinary general meeting to be held on 12 December 2023 at
10:00 CET at Rivium Quadrant 75, 2909LC, Capelle aan den IJssel (the EGM). The EGM is convened in connection
with the Proposed Transaction (as defined below).
On 26 October 2023, GeoJunxion N.V. announced that it reached a definitive, conditional agreement in the form of
a share purchase agreement (SPA) relating to the sale of all issued and outstanding ordinary shares (the B.V. Shares,
and such sale, the Share Sale) in the share capital of GeoJunxion B.V. (together with GeoJunxion N.V. hereinafter
collectively referred to as GeoJunxion), its sole operating entity. Under the Proposed Transaction, GeoJunxion B.V. will
be sold to Parkland Resources B.V. and Magnus I B.V. (together, the Purchasers), indirectly through Road Runner
B.V. (“Road Runner”) at a fixed purchase price of EUR 4,670,795.80 (the Purchase Price). Road Runner has been
established by the Purchasers for the sole purpose of the Proposed Transaction. Completion of the transaction under
the SPA (Completion) is subject to, among others, approval by the Shareholders (as defined below).
Pursuant to the SPA, the B.V. Shares will be transferred to Road Runner, and, as a result thereof, GeoJunxion B.V.’s
entire business and all its assets and liabilities will be transferred, effectively transforming GeoJunxion N.V. in a listed
shell company (or cash box) holding only the proceeds from the Share Sale and without any liabilities. It is anticipated
that GeoJunxion N.V. will, subject to Completion taking place, be dissolved (the Dissolution) following which
GeoJunxion N.V. will liquidate its assets and liabilities (Liquidation) and the ordinary shares in the share capital of
GeoJunxion (the Listed Shares) will be delisted from Euronext Amsterdam (the Delisting). As part of the Liquidation,
an advance liquidation distribution of the cash portion of the Purchase Price will be made to holders of Listed Shares
(each a Shareholder). The advance liquidation distribution to be made to Shareholders will be EUR 1.10 per Listed
Share (the Distribution), assuming no changes to the issued share capital prior to the Distribution. The Distribution
shall be paid free from Dutch dividend withholding tax. Given that GeoJunxion N.V. is expected to have no other
assets and liabilities, no further liquidation distributions are expected. On that basis the total proceeds for the
Shareholders in the Proposed Transaction will be EUR 1.10 per Listed Share. Road Runner and GeoJunxion N.V.
have agreed to appropriate indemnities to protect the Shareholders and GeoJunxion in relation to the Liquidation and
Distribution.
The transactions contemplated under the SPA, including the Share Sale, Dissolution, Liquidation, Distribution and
Delisting, are hereinafter referred to as the Proposed Transaction.
The Purchasers are existing Shareholders which (directly or indirectly) hold an aggregate of 38,31% of the issued
and outstanding Listed Shares as at 26 October 2023. Each Purchaser is a longstanding shareholder of GeoJunxion
N.V., either directly or indirectly through (i) a group company within the meaning of articles 2:24a and 2:24b of the
Dutch Civil Code (Burgerlijk Wetboek) (DCC) or (ii) another person or entity it controls or which controls a Purchaser
and which is a direct Shareholder (the Purchaser Related Parties). The Purchasers are also each direct or indirect
debt providers to GeoJunxion N.V. and GeoJunxion B.V. pursuant to a bridge loan agreement, which was last
amended and restated on 3 February 2022 (the Bridge Loan Agreement).