Announcement • Jul 29

Metriks AI S.p.A. Società Benefit (BIT:MTK) proposed to launch a voluntary public exchange offer to acquire TradeLab S.p.A. (BIT:TRAI) from Mare Group S.p.A. (BIT:MARE), Massimo Emilio Viganò, Paolo Donnino Bertozzi. Luca Giovanni Maria Zanderigh, Luca Pellegrini and other shareholders for €11.63 million.

Metriks AI S.p.A. Società Benefit (BIT:MTK) proposed to launch a voluntary public exchange offer to acquire TradeLab S.p.A. (BIT:TRAI) from Mare Group S.p.A. (BIT:MARE), Massimo Emilio Viganò, Paolo Donnino Bertozzi. Luca Giovanni Maria Zanderigh, Luca Pellegrini and other shareholders for €11.63 million on July 29, 2026. The consideration consists of 3.6 million new common equity of Metriks AI S.p.A. Società Benefit at a ratio of 0.667 per common equity of TradeLab S.p.A. As part of consideration, €11.63 million value is paid towards common equity of TradeLab S.p.A. In the event of full acceptance, Metriks AI will issue a total of 3.6 million new shares, for a maximum offering value of €11.6 million. This value represents a 14.7% discount to TradeLab's official closing price as on July 28, 2026. The discount rises to 14.2% compared to the weighted average of prices of the last month, to 23.5% compared to the average of the last three months, to 32.5% compared to the six-month average and to 39.5% compared to the average of the previous 12 months. The shares will be issued as part of a capital increase excluding pre-emptive rights, reserved for TradeLab shareholders who accept the offer and paid for through the contribution of their respective shareholdings. If Metriks AI were to hold more than 90% but less than 95% of TradeLab, the company has stated that it will not restore a sufficient free float to ensure regular trading. In such a scenario, it would be required to purchase the remaining shares at the shareholders' request. Metriks AI S.p.A. Società Benefit aim of acquiring the entire share capital of TradeLab S.p.A. and obtaining delisting from Euronext Growth Milan. The effectiveness of the offer is subject, among other conditions, to the approval of the transaction as a "reverse takeover" by the Metriks AI shareholders' meeting, to the possible approval required by the Golden Power legislation, and to the achievement of a stake equal to at least 51% of TradeLab's capital.

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