Ga Secondary C.v. AlpInvest - 09 May 2023 Form 4 Insider Report for Stagwell Inc (STGW)

Footnote F1

Each of AlpInvest Partners US Secondary Investments 2016 I C.V., AlpInvest PEP Secondary 2017 C.V., AlpInvest Secondaries Fund VI C.V., AlpInvest Secondaries Fund (Euro) VI C.V., GGG US Secondary 2017 C.V., AlpInvest GA Secondary C.V., AG Secondary C.V., APSS Secondary C.V., AJ Secondary C.V. and AP Fondo Secondaries II C.V. (collectively, the "AlpInvest Funds" and, together with AlpInvest Partners B.V., the "Reporting Persons") are limited partners of Stagwell Media LP (the "Limited Partnership"). As of April 30, 2023, the Reporting Persons have the right to cause Stagwell Media LP to make a distribution-in-kind of shares of Class A Common Stock of Stagwell Inc (the "Issuer"). Such right does not expire. The number of shares that would be delivered upon exercise of such right is determined by, among other things, the trading price of shares of Class A Common Stock of Stagwell Inc.

Footnote F2

On May 8, 2023, the AlpInvest Funds directed the Limited Partnership to make a partial distribution in kind of 23,328,154 shares of Class A Common Stock (the "Distributed Shares") held by the Limited Partnership. On May 9, 2023, the AlpInvest Funds entered into a Share Repurchase Agreement with the Issuer (the "Share Repurchase Agreement"). Pursuant to the Share Repurchase Agreement, the Issuer agreed to repurchase the Distributed Shares from the AlpInvest Funds at a price of $6.43 per share, for total proceeds of $150,000,030.22. The AlpInvest Funds and the Limited Partnership have agreed that, for purposes of the Limited Partnership Agreement of the Limited Partnership (the "LPA") and determining the amount of distributions that the AlpInvest Funds continue to have the right to receive under the LPA, the Distributed Shares are valued at that same price.

Footnote F3

Consists of 7,897,045 shares distributed to and sold to the Issuer by AlpInvest Partners US Secondary Investments 2016 I C.V, 2,824,653 shares distributed to and sold to the Issuer by AlpInvest PEP Secondary 2017 C.V., 9,305,931shares distributed to and sold to the Issuer by AlpInvest Secondaries Fund VI C.V., 1,229,268 shares distributed to and sold to the Issuer by AlpInvest Secondaries Fund (Euro) VI C.V., 470,406 shares distributed to and sold to the Issuer by GGG US Secondary 2017 C.V., 118,628 shares distributed to and sold to the Issuer by AlpInvest GA Secondary C.V., 838,743 shares distributed to and sold to the Issuer by AG Secondary C.V., 215,233 shares distributed to and sold to the Issuer by APSS Secondary C.V., 126,477 shares distributed to and sold to the Issuer by AJ Secondary C.V., and 301,770 shares distributed to and sold to the Issuer by AP Fondo Secondaries II C.V.

Footnote F4

AlpInvest Partners Secondary Investments 2016 I B.V. is the general partner of AlpInvest Partners US Secondary Investments 2016 I C.V. AlpInvest PEP GP B.V. is the general partner of AlpInvest PEP Secondary 2017 C.V. AlpInvest SF VI B.V. is the general partner of each of AlpInvest Secondaries Fund VI C.V. and AlpInvest Secondaries Fund (Euro) VI C.V. AlpInvest GGG B.V. is the general partner of GGG US Secondary 2017 C.V. AlpInvest GA B.V. is the general partner of AlpInvest GA Secondary C.V. AlpInvest G GP, B.V. is the general partner of AG Secondary C.V. AlpInvest PSS GP B.V. is the general partner of APSS Secondary C.V. AlpInvest J GP B.V. is the general partner of AJ Secondary C.V.

Footnote F5

(cont'd) AlpInvest Fondo B.V. is the general partner of AP Fondo Secondaries II C.V. AlpInvest Partners B.V. is the managing director of each of AlpInvest Partners Secondary Investments 2016 I B.V., AlpInvest PEP GP B.V., AlpInvest SF VI B.V., AlpInvest GGG B.V., AlpInvest GA B.V., AlpInvest G GP, B.V., AlpInvest PSS GP B.V., AlpInvest J GP B.V., AlpInvest Fondo B.V. (collectively, the "General Partners"). Due to this relationship, AlpInvest Partners B.V. may be deemed to exercise voting and dispositive power with respect to securities held by the AlpInvest Funds. Each of the Reporting Persons and General Partners disclaims beneficial ownership of securities owned by the AlpInvest Funds except to the extent of its pecuniary interest therein.