📝 What This Document Is 📜

This document is a "Joint Reasoned Statement" issued by the Management Board and the Supervisory Board of Northern Data AG. Essentially, it is the formal, highly detailed recommendation to Northern Data's shareholders (the ND Shareholders) that they accept a public takeover offer from Rumble.

Because this is a voluntary takeover, the boards have reviewed the proposal and reached a joint conclusion: they support the Exchange Offer and strongly recommend that ND Shareholders accept it. 👉 This statement confirms that the proposed merger structure, the financing, and the value proposition have been thoroughly reviewed by the company's leadership and found to be fair and attractive.

🏢 What Northern Data AG Does ⚡

Northern Data AG is a German stock corporation that is positioning itself as a major provider of "full-stack AI and high-performance computing (HPC)" solutions. In simple terms, they are building the massive, sophisticated computer infrastructure that artificial intelligence (AI) needs to run.

• Business Focus: The ND Group leverages a network of specialized, high-density, air and liquid-cooled, GPU-based technology. This technology is critical because modern AI requires immense, specialized processing power (GPUs).
• Key Assets: They operate the Taiga Cloud business, which provides access to one of the largest GPU estates for HPC in Europe. They also manage Ardent Data Centers, which is a global network of owned and colocation data centers and development sites.
• Scale & Goal: The ND Group aims to capitalize on the global AI boom. They intend to deploy approximately 250MW of power for HPC across ten global data centers by 2027.
• Current Revenue: For the financial year 2025, the ND Group generated consolidated revenue of EUR 80.0 million (down from EUR 121.1 million in 2024).

🌐 Rumble Inc. and the Rumble Group 🤖

Rumble is the acquiring company, making the global effort to build out the AI infrastructure. It is a North American technology platform founded in 2013, dedicated to promoting an "open and independent internet."

• Business Model: Rumble operates two main units: Rumble Services (which includes a video-sharing platform, livestreaming marketplace, and advertising network) and Rumble Cloud Inc. (an Infrastructure as a Service offering launched in 2024).
• Growth Metrics: The company has seen dramatic growth:
  • Monthly active users increased from 1.2 million in Q2 2020 to 68 million in 2024.
  • Revenue jumped significantly from USD 14.5 million in 2023 to USD 95.5 million in 2024.
• Strategy: Rumble is strategically investing in its cloud infrastructure and accelerating its international growth, a strategy that required significant capital support, including a USD 775 million investment from Tether in February 2025.

💰 The Core Exchange Offer Details 🔁

This section explains the nuts and bolts of the deal: how the shares are traded and what the exchange ratio is.

The core of the transaction is an Exchange Offer. Instead of paying cash, Rumble is offering to acquire ND Shares by trading newly issued shares of Rumble to the current ND Shareholders.

• The Ratio: The established Offer Exchange Ratio is 2.0281 newly issued Rumble Class A Common Shares for every one Northern Data AG (ND) Share.
• The Consideration: The Offer Shares are new shares of Rumble Class A Common Shares, which Rumble contributed to the Bidder prior to the offer launch.
• The Mechanism: This structure is designed to allow shareholders to participate in the future value of the combined company, rather than simply receiving a one-time cash payout.
• Offer Start/Review Date: The Offer Document was submitted to Northern Data’s management board on April 13, 2026.

✨ Strategic Rationale for the Deal ⭐

The Management Board and Supervisory Board strongly endorse the transaction because they believe the combination creates a powerhouse that cannot achieve its goals alone. The key arguments are centered on superior competitive positioning and access to capital.

• Creating a Market Leader: The merger creates a "vertically integrated AI platform." This means combining Rumble’s massive user base and cloud reach with Northern Data’s specialized GPU infrastructure and proprietary data. This combination, the board states, offers an "enhanced competitive position" that is unique.
• US Market Boost: The deal would significantly improve Northern Data's standing in the U.S. market by leveraging Rumble's "strong positioning and relationships" in what is the most sizable addressable market for AI infrastructure.
• Funding & Opportunity: The combined entity gains access to Rumble’s financing opportunities, including through Rumble’s Nasdaq listing. Critically, the board noted that realizing growth opportunities without the merger would require "significant third-party financing, the availability of which is uncertain."
• Partnership Benefits: Expected benefits include expanded product development opportunities with Tether, particularly the Tether Customer Agreement, which commits Tether to purchase GPU services.

🤝 Major Investors and Key Sellers 🏦

The takeover deal is backed by major institutional investors who are committed to selling their shares, providing immediate support and stability to the deal.

• Institutional Support: The deal is significantly supported by three key groups of sellers: Tether Investments, S.A. de C.V. (Tether), ART Holding GmbH and Aroosh Thillainathan (the "ART Sellers"), and Apeiron Investment Group Ltd. (Apeiron).
• Volume: These three parties together held ND Shares representing approximately 72% of the share capital of Northern Data as of April 6, 2026.
• Commitment: Each of these major sellers has entered into a Transaction Support Agreement, committing to sell all of their ND Shares to Rumble at the stipulated Offer Exchange Ratio.

📜 Key Financing & Transaction Agreements 💰

Due to the complexity of the transaction, several support agreements were executed to manage the finance and assets, particularly related to existing loans and ownership stakes.

• Tether Loan Restructuring: The original Existing ND Loan (outstanding as an intra-group loan) is being restructured. The receivable under this loan is being transferred from Tether to Rumble ND HoldCo, an Irish subsidiary of Rumble.
• Equity Commitment Agreements: Tether has agreed to provide equity financing commitments:
  • Northern Data Equity Commitment: To fund up to USD 200 million of certain taxes of Northern Data and its subsidiaries due before the closing.
  • Rumble Equity Commitment: To fund up to USD 200 million (less any amounts previously funded) of certain taxes due after the closing, for up to 18 months.
• The Voting Limitation: These financing mechanisms involve a strict Voting Limitation. To prevent Tether and its affiliates from exceeding 9.9% of the outstanding voting power of Rumble's capital stock, the deal utilizes Pre-Funded Warrants for excess consideration instead of issuing more Common Shares. 👉 This is a complex mechanism designed to ensure Tether gets the full economic value without controlling the company's vote too much.

⚠️ Legal Caveats & Shareholder Warnings 🚨

The boards repeatedly issue stern warnings to ND Shareholders because the transaction is highly complex and involves international law.

• Jurisdictional Warning: Because Northern Data is German and Rumble is US-based, ND Shareholders whose residence is outside of Germany, the EU, or the EEA face difficulty enforcing rights and claims under the laws of their local country.
• Tax Warning: Accepting the Offer Consideration may constitute a taxable event under various US and foreign tax laws. Shareholders are strongly advised to consult independent professional tax advisors immediately.
• Disclaimer: The boards explicitly state that their statement and recommendations are not binding on the shareholders, who must make their own decision considering their personal situation and assessing market risks.
• Fixed Ratio Risk: The board points out that the Offer Exchange Ratio is fixed and will not fluctuate, even if the market price of Rumble Class A Common Shares drops relative to the ND Share price before the completion of the merger.

🎯 Key Participants & Contacts 📧

If shareholders have questions or want more information, the company provides clear contact channels.

• Online Resource: The English-language Offer Document and Prospectus are available on https://rumble-offer.com.
• SEC Filing: A registration statement was filed on Form S-4 with the U.S. Securities and Exchange Commission (the "SEC").
• London Office: Print copies of the Offer Document can be obtained at Cantor Fitzgerald Europe, 5 Churchill Place, Canary Wharf, London E14 5HU United Kingdom.
• Email Inquiries: Shareholders can submit inquiries to [email protected].

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🧠 The Analogy

Think of the Northern Data AG shares like a highly valuable, unique AI-powered engine (the infrastructure). This engine is currently sitting in a complex, powerful shop (ND Group). Rumble is an industrial giant with global resources and access to huge markets (the ideal buyer). The takeover isn't a simple cash purchase; it’s a corporate conversion. By exchanging the old engine parts (ND Shares) for new, modern shares in the industrial giant (Rumble Shares), the current owners get a stake in the future, massive success of the combined entity, allowing them to benefit from the scale, funding, and network of the global player, rather than just selling off the parts.

🧩 Final Takeaway

This detailed filing is a strong, board-supported recommendation to shareholders that they accept the exchange offer. The core takeaway is that the merger with Rumble transforms Northern Data from a regional AI data center into a globally connected, vertically integrated AI platform, securing necessary capital and market access to achieve accelerated growth.