MBH Corporation Plc:

THIS ANNOUNCEMENT, TOGETHER WITH ANY DOCUMENTS INCORPORATED BY REFERENCE, SHALL BE DEEMED TO CONSTITUTE AN ADMISSION DOCUMENT FOR THE PURPOSES OF THE AQSE GROWTH MARKET ACCESS RULEBOOK. IT HAS NOT BEEN APPROVED OR REVIEWED BY THE AQUIS STOCK EXCHANGE OR THE FINANCIAL CONDUCT AUTHORITY.

13 March 2023

MBH Corporation Plc

(MBH or the Company)

Admission to the Access Segment of the AQSE Growth Market

MBH is pleased to announce that trading of its shares consisting of 118,773,713 Ordinary Shares of nominal value of 0.01 per share will commence at 0800 GMT today on the Access segment of the AQSE Growth Market, with ISIN number GB00BF1GH114 (Admission).

About MBH Corporation

MBH is a diversified investment holding company, listed on the Frankfurt Stock Exchange and on the Primarmarkt of the Dusseldorf Stock Exchange under the ticker symbol M8H and M8H:GR, respectively, and as of 13 March 2023 on the AQSE Growth Market. The Company acquires small to medium enterprises across multiple geographies and sectors that are well established, profitable and looking to scale, in the US$0.5m - US$5m EBIT range.

The Company fully owns subsidiaries in multiple industries including construction, education, leisure, healthcare, food & beverage, property, engineering and transport sectors. Most of these subsidiaries have been acquired through an exchange of shares by the company owners for new MBH shares. Against the background of a favourable interest rate environment, MBH has also recently started to make loan-financed acquisitions through its bonds program listed on Euronext Dublin. By leveraging its agglomeration strategy, MBH aims to create shareholder value through the consistent and accretive acquisition of excellent companies.

The core principle is that MBH protects and preserves what made a business profitable, then places the same into a community of like-minded businesses with the sole intention of enhancing the value of each individual group company.

The strategy is for companies to convert their private shares into public shares in MBH at an agreed multiple. Locked up for 365 days, company owners are then incentivised to accelerate their growth trajectory using the resources of the plc including expertise, skill transfer of best-in-class practices, cross selling to other group companies and where appropriate, zero cost funding for new growth projects.

Each group company retains its autonomy by following appropriate Corporate and Financial Governance and business owners are incentivised financially to enhance shareholder value of which, of course, they are one.

Investment portfolio

Details of the companies owned by MBH can be found on the Companys website: https://www.mbhcorporation.com/mbh-companies

Information pursuant to AQSE Access Rule 6.2

General

The information published in the Companys Prospectus approved by the FCA on 8 November 2018 and passported to the German financial authority (BaFin) in connection with the Companys listing are incorporated by reference to this announcement. The Prospectus is available at https://www.mbhcorporation.com/mbh-corporation-plc-prospectus.

Further information is available on the Companys website at https://www.mbhcorporation.com. The Company was incorporated on 20 June 2016 in England and Wales under the Companies Act 2006 with company number 10238873.

Lock-in Agreement

There are 19 lock-in agreements in place, pursuant to which each holder of the shares has agreed with the Company not to dispose or enter into any arrangement on the ordinary shares he/she is entitled to receive under the Agglomeration Agreement entered into in connection with the acquisition of the relevant company, for a period of 12 months from the issuance of the shares.

Their details are set out below: (Total shares 10,568,656)

Relevant Company: Acacia Training Limited

• Victoria Sylvester, 2,363,887 shares
• Ryan Sylvester, 2,363,887 shares
• Hayley Marriott, 973,081 shares
• Joe Turner, 973,081 shares
• Lisa Davies, 973,081 shares

Relevant Company: Robinsons Caravans Holding Company Limited

• Stuart Smith, 61,551 shares
• Jarrod Clay, 102,586 shares
• Mo Miah, 61,551 shares
• Mark Birchall, 102,586 shares
• Simon Martin, 30,776 shares
• Janet Barnes, 30,776 shares
• Jordan Hastie, 410,343 shares
• Paul Seabridge, 943,789 shares
• Ben Seabridge, 307,758 shares

Relevant Company: 3Ks Engineering Company Limited

• Kevin Hanbury, 217,481 shares
• Karl Hanbury, 217,481 shares
• Paul Seabridge, 144,987 shares
• Goran Pregelj, 144,987 shares
• Ben Harbour, 144,987 shares

CORPORATE GOVERNANCE

Board

Victoria Sylvester, CEO and Executive Director

Victoria is the ESG lead and MBH Principal of her own company within the group, Acacia Training Limited. Victoria started her business aged 21 and supported by her team, has grown the business over the past 19 years, bringing the business into MBH in 2018. Victoria has experience in the UK education sector and social care, as well as experience of supporting business turnaround with other companies and voluntary roles within education related governing boards.

Callum Laing, Non-Executive Chair

Callum is an entrepreneur with more than 20 years of experience. He has started and built companies in multiple countries and industries and has been responsible for the acquisition of dozens of businesses in a range of industries.

Callum has also held positions as World Business Angel Forum High Commissioner to Singapore and an Ambassador to DealGateway.com Callum is an author of 3 business books.

Stanislaw Patey, Non-Executive Vice-Chair

Stanislaw has considerable corporate experience at operational level. For many years he has acted as an M&A Advisor, Corporate Strategist and mentor to many Chief Executive Officers and large private family offices in the UK.

His expertise spans across various industries, such as Venture Capital, Private Equity, Energy, Engineering, IT and Food Manufacture/Distribution.

Kevin Potter, Executive Director

A joiner by trade, Kevin has been in business for more than 35 years. At 21 he became the youngest accredited NHBC builder and developer, building his first two new properties in Essex followed by many more luxury properties and successful developments for high end clients. Kevin is currently CEO of Guildprime Specialist Contracts Ltd, a company specialized in luxury fit outs and refurbishments for high end retail brands, sporting venues, commercial office spaces and prime residential properties.

Vicky Smith, Executive Director

Vicky Smith has been successful in the health and social care sector since leaving higher education over 15 years ago. She started her career as a care assistant within the sector and in 2014 became a Registered Manager of an EMI residential home.

Vicky is now the Managing Director of Samuel Hobson House - a care home in Staffordshire.

Lisa Maynard-Atem, Non-Executive Director

Lisa Maynard-Atem is the Managing Director of the Black United Representation Network (BURN CIC), an organisation focused on the economic and social empowerment of the Black community. Previous to this, Lisa worked as a Social Media Strategist both as a consultant and for Harrods, heading up their social media department for 7.5 years.

Remuneration and Benefits for the year ended 31 Dec 2022

Totals: £186,665 in Shares, Cash, £79,280, Total (£) 265,945

• Victoria Sylvester, ED-CEO, £66,666 in shares, £14,820 cash, Total £81,486
• Callum Laing, NED-Chair, £66,666 in shares, £14,820 cash, Total £81,486
• Stainslaw Patey, NED-Vice Chair, £20,000 in shares, £20,000 cash, Total £40,000
• Kevin Potter, ED, £14,820 cash, Total £14,820
• Vicky Smith, ED, £14,820 cash, Total £14,820
• Lisa Maynard-Atem NED, £33,333 in shares, Total £33,333

Shareholdings and stock options as of [17] February 2023

 Totals: Shares 16,109,192, Shareholding (%) 13.56%

• Victoria Sylvester, 4,830,328 shares, 4.07% Shareholding
• Callum Laing, 6,509,172 shares, 5.48% Shareholding
• Stanislaw Patey, 338,413 shares, 0.28% Shareholding
• Kevin Potter, 3,862,324 shares, 3.25% Shareholding
• Victoria Smith, 200,000 shares, 0.17% Shareholding
• Lisa Mayard-Atem, 368,955 shares, 0.31% Shareholding 

The Company does not have any stock options in issue.

Aquis Rule Compliance Committee

In addition to the Audit Committee, the Company has set up an Aquis Rule Compliance Committee, which will meet not less than twice a year.

SHAREHOLDER AND SECURITY HOLDER INFORMATION

Major shareholders: No shareholders have different voting rights.

Legal and arbitration proceedings: No member of the Group is or has been involved in any governmental, legal or arbitration proceedings which may have, or have had during the 12 months preceding the date of this document, a significant effect on the Groups financial position or profitability and, so far as the Directors are aware, there are no such proceedings pending or threatened against any member of the Group.

Conflicts of interests: A Director shall not vote on any matter in which he or she has a conflict of interest.

Related party transactions: There are no related party transactions for the period covered by the historical financial information and up to the date of this document, other than intercompany transactions within the group (i.e. management fees, sales, dividends, intercompany loans).

Articles of Association: There is no provision of the Companys articles of association that would have an effect of delaying, deferring or preventing a change in control of the Company.

SETTLEMENT AND TRADING

The Ordinary Shares have been admitted to CREST. Accordingly, settlement of transactions in the Ordinary Shares following Admission may take place within the CREST system if relevant Shareholders so wish.

CREST is the paperless settlement system operated by Euroclear enabling securities to be evidenced otherwise than by certificates and transferred otherwise than by written instruments.

The directors of the Company accept responsibility for the contents of the announcement.

For further information, please contact:

CEO

Victoria Sylvester

info@mbhcorporation.com

For IR and media enquiries:

Charlotte Fordham

charlotte.fordham@mbhcorporation.com

+44 (0) 770 396 3953

Corporate Adviser 

First Sentinel Corporate Finance Limited 

Brian Stockbridge

brian@first-sentinel.com

+44 (0) 7876 888 011