Stabilisation Notice

Citigroup Global Markets Limited

16 October 2026

 

16 October 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

Airtel Mobile Commerce N.V.

Mid-Stabilisation Period Notice

Further to the pre-stabilisation period notice dated 9 October 2026, Citigroup Global Markets Limited (Contact: Naveen Mittel [phone]) hereby gives notice that the Stabilising Manager named below and its affiliates undertook stabilisation (within the meaning of Article 3(2)(d) of Regulation (EU) No 596/2014, as it forms part of assimilated law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended, and together with any statutory instruments made in exercise of the powers conferred by such Act)) in relation to the offer of the following securities, as set out below.

The securities:
Issuer:	Airtel Mobile Commerce N.V. (the “Company”)
Securities:	Ordinary shares with a nominal value of €0.01 each (“Ordinary Shares”)
ISIN:	NL0015074C60
Offering size:	270,000,000 Ordinary Shares (excluding the Ordinary Shares subject to the over-allotment option)
Offer price:	£1.96 per Ordinary Share
Stabilising manager:
Name:	Citigroup Global Markets Limited (the “Stabilising Manager”), Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom

For each of the dates during which stabilisation transactions were carried out during the period from 9 October 2026 to 15 October 2026, the aggregate quantity and price range was as follows:

Execution Date	Aggregate Quantity	Lowest Price	Highest Price	Price Currency	Stabilisation Trading Venue
9 October 2026	18,508,115	184.26	196.00	GBp	London Stock Exchange
12 October 2026	2,533,268	178.00	184.50	GBp	London Stock Exchange
13 October 2026	692,818	174.06	176.00	GBp	London Stock Exchange
14 October 2026	1,091,864	179.00	188.00	GBp	London Stock Exchange
15 October 2026	221,822	185.00	193.58	GBp	London Stock Exchange

Important Notice

In connection with the offer, the Stabilising Manager or any of its agents may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Ordinary Shares up to a total of 10 per cent of the total number of Ordinary Shares included in the offer (excluding the Ordinary Shares subject to the over-allotment option) or effect other transactions with a view to supporting the market price of the Ordinary Shares at a higher level than that which might otherwise prevail in the open market. Such transactions may be effected on any securities market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of conditional dealings in the Ordinary Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on the Stabilising Manager or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Stabilisation, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Ordinary Shares above the price at which each of the Ordinary Shares to be sold pursuant to the offer is to be sold. Except as required by law or regulation, neither the Stabilising Manager nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the offer. For the purposes of allowing the Stabilising Manager to cover short positions resulting from any such over-allotments and/or from sales effected by it during the stabilisation period, the Stabilising Manager has been granted the over-allotment option described in the announcement by the Company dated 9 October 2026.

This announcement is for information purposes only and does not constitute an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities of the Company in any jurisdiction. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

This announcement is only addressed to and directed at specific addressees who: (A) if in Member States of the European Economic Area ("Member States"), are persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (EU) 2017/1129 (as amended) (“Qualified Investors”); and (B) if in the United Kingdom, are “qualified investors” within the meaning of paragraph 15 of Part 2 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024 who are also: (i) persons who have professional experience in matters relating to investments falling within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) high net worth bodies corporate, unincorporated associations and partnerships or the trustees of high value trusts falling within Article 49(2)(a) to (d) of the Order; or (iii) other persons to whom it may otherwise lawfully be communicated; or (iv) members of RetailBook’s partner network of investment platforms, retail brokers and wealth managers, to the extent that they participate as intermediaries in the offer, for onward distribution to retail investors resident and physically present in the United Kingdom only (all such persons referred to in (i), (ii), (iii) and (iv) together being "Relevant Persons"). This announcement must not be acted or relied on: (i) in the United Kingdom, by persons who are not Relevant Persons; and (ii) in any Member State by persons who are not Qualified Investors. Any investment activity to which this announcement relates: (i) in the United Kingdom is available only to, and may be engaged only with, Relevant Persons; and (ii) in any Member State is available only to, and may be engaged only with, Qualified Investors.

This announcement is not for release, publication or distribution, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia, together, the “United States”), Australia, New Zealand, Canada, Japan, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for, or otherwise invest in, securities, to any person in any jurisdiction, including the United States, Australia, New Zealand, Canada, Japan or South Africa, or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any State or other jurisdiction in the United States. The securities may not be offered or sold in the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any State or other jurisdiction in the United States. There will be no public offer of the securities referred to herein in the United States, Australia, New Zealand, Canada, Japan or South Africa. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, New Zealand, Canada, Japan or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, New Zealand, Canada, Japan or South Africa.

 

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