Subscription Agreement and Terms and Conditions of New Convertible Bonds

As previously disclosed, SIGNA Sports United N.V., a Dutch public limited liability company (the "Company") issued to SIGNA Holding GmbH, an Austrian limited liability company (the "Subscriber") convertible bonds with an aggregate principal amount of EUR 100,000,000.00 (the "Convertible Bonds"). Further disclosed in the Company's annual report for the fiscal year ended September 30, 2022 and as filed with the SEC on Form 20-F on February 7, 2023, the Subscriber provided a commitment to the Company to provide the Company with an equity-linked funding of an additional EUR 130,000,000 (the "SIGNA Holding Equity Commitment Letter").

On April 17, 2023 the Company for the first time exercised its put right under the SIGNA Holding Equity Commitment Letter in the amount of EUR 48,000,000 and entered into a subscription agreement dated April 17, 2023 (the "Subscription Agreement") with Subscriber for the issuance of new convertible bonds with an aggregate principal amount of EUR 48,000,000 (the "New Convertible Bonds") on the same day. The New Convertible Bonds are fully fungible with the Convertible Bonds and bear the same ISIN.

Copies of the final terms and conditions of the New Convertible Bonds and the Convertible Bonds and of the Subscription Agreement dated April 17, 2023 are filed as exhibits to this Report on Form 6-K as Exhibits 4.1 and 4.2 and are incorporated herein by reference, and the foregoing description of the New Convertible Bonds is qualified in its entirety by reference thereto.

The Company offered and sold the New Convertible Bonds in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The Ordinary Shares issuable upon conversion of the New Convertible Bonds, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

EXHIBITS
Exhibit Number Description
4.1
Terms and Conditions of the New Convertible Bonds and the Convertible Bonds
4.2
Subscription Agreement for the New Convertible Bonds dated April 17, 2023

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SIGNA Sports United NV published this content on 20 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 April 2023 20:28:06 UTC.