Datrix

M&A Activity • Feb 1, 2023

Informazione Regolamentata n. 20237-4-2023		Data/Ora Ricezione 01 Febbraio 2023 11:52:17	Euronext Growth Milan
Societa'	:	DATRIX
Identificativo Informazione Regolamentata	:	172094
Nome utilizzatore	:	DATRIXNSS01 - GIUSEPPE VENEZIA
Tipologia	:	2.2
Data/Ora Ricezione	:	01 Febbraio 2023 11:52:17
Data/Ora Inizio Diffusione presunta	:	01 Febbraio 2023 11:52:21
Oggetto	:	Datrix acquires Aramis and expands its artificial intelligence offering
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Datrix acquires Aramis and expands its artificial intelligence offering, focusing on know-how and internationalization

From the integration of 3rdPlace and Aramis comes the new player "Aramix," further strengthening the already recognized Machine Learning & Model Serving division and enhancing involvement in the industry 5.0 world

Milan, Feb. 01, 2023 - Datrix S.p.A. ("Datrix"), a company specializing in the development of Augmented Analytics solutions and services based on Artificial Intelligence and Machine Learning models for the data-driven growth of companies, with shares listed on Euronext Growth Milan, a multilateral trading system organized and managed by Borsa Italiana S.p.A., ISIN code IT000546837, announces that it has today signed agreements for the progressive acquisition of 100% of the company Aramis Srl ("Aramis").

The agreements provide for the initial purchase of a 60% majority stake in the share capital of Aramis. For the purchase of the remaining 40%, call options are envisaged, to which variable price components (so-called earn out) are linked subject to the achievement of certain growth and margin targets of the new Machine Learning & Model Serving division.

The combination of the valuable experience and expertise of Aramis and 3rdPlace, already part of the Datrix Group, resulted in the creation of the new player "Aramix", which main focus is the development of descriptive, predictive and prescriptive data science models that apply AI to management and industrial processes to make them more efficient.

Indeed, today the deployment of artificial intelligence is crucial to the success of companies, also for SMEs in the industrial, manufacturing and production world.

Datrix CEO Fabrizio Milano d'Aragona comments:

"This acquisition is of significant strategic importance to us and helps to further strengthen the Group's Machine Learning & Model Serving division. The creation of Aramix, which combines high-level vertical skills, aims to strengthen Datrix's presence in a fast-growing market, also through international synergies. With this integration, we will pursue increasingly challenging projects in different industrial fields, strengthening those that refer to the world of artificial intelligence applied to industry, as also envisaged by the PNRR. At the same time, the deployment of scalable, high-impact AI solutions will be accelerated. Our mission focuses on the centrality of the concept of efficiency: it is on efficiency that AI can best support companies of all sizes and sectors today".

3rdPlace Team Principal Andrea Ronchi adds:

"Efficiency is one of the hallmarks of the Datrix Group's positioning, which has always promoted 'Sustainable AI solutions for business growth'. The Group is driven by a passion for technology and the belief that it can contribute to solving major contemporary

problems: with Aramix, the application of AI becomes instrumental in making complex management and industrial processes efficient, thus saving resources - environmental, energy, production, capital, time, space - for companies. Efficiency is not only a cost issue but also a sustainability issue; a better allocation of resources allows to avoid waste, to be ready for the ongoing transformation, while ESG targets become more and more stringent".

Enrico Zio, President of Aramis and a leading figure on the international academic scene, and now also Scientific Director of the Datrix Group, explains:

"In the current context of multiple transitions (digital, ecological, social...), industry is called upon to guide its technological development (Digitisation, Cloud, IoT, Robotization, Industry 4.0, etc.) towards efficient, safe and sustainable solutions, putting the environment and people's well-being at the center in the emerging vision of Industry 5.0. One of the main drivers of this development is the ability to acquire and process increasing knowledge, and growing amounts of information, data and images, about the processes and systems underlying the manufacture of products and the generation and delivery of services. This capacity allows for informing technical decision-making and the identification of optimal strategic solutions to achieve the previously mentioned goals of efficiency, safety and sustainability, goals that are necessary and now demanded. This is why Aramix was created, a player that integrates the skills of Aramis with those of the Datrix Group, to provide companies with the necessary systemic vision and today's indispensable engineering knowledge of machine learning and artificial intelligence. The new and innovative reality of Aramix will make it possible to capitalize on the profound skills acquired by Aramis over many years of scientific research and industrial development, in complete technical synergy with the excellent IT and Machine Learning & Model Serving skills demonstrated in the field by Datrix, and in perfect harmony of strategic vision with the group".

1. Description of the acquired company (Aramis)

Aramis, founded in 2012 by a team of PhDs from the Politecnico di Milano, is a company specializing in the development of algorithms and models for analyzing the performance of industrial systems and components in terms of risk, reliability, maintenance and resilience, based on the most innovative statistical and artificial intelligence techniques, to support corporate groups and major industrial clusters in Italy and worldwide.

Aramis works with numerous industrial clusters and leading companies in their fields of expertise, including oil & gas, chemicals, energy, railways and transport, aeronautics and defense, pharma and industrial machinery manufacturing.

2. Target market: AI applied to the industrial world

From a recent study by the European Commission1 on "Industrial applications of artificial intelligence and big data" emerges that there is significant potential for GDP growth of up to 13.5% by 2030, with different peaks depending on geographic areas and sectors. However, the potential of AI can only be fully realized if European companies, and in particular industrial, manufacturing and production groups, are adequately supported in their

¹ source: Industrial applications of artificial intelligence and big data, European Commission

transition to the use of artificial intelligence and predictive models, and if they are able to reap its competitive advantages.

AI is likely to have the greatest economic impact on three macro-areas:

• the manufacturing sector and the Industrial Internet of Things (IIoT), with a potential total impact of AI in Europe of up to Euro 200 billion by 2030;
• mobility, with a potential AI impact of Euro 300 billion;
• the medical and smart healthcare world, with a potential impact of AI of approximately Euro 105 billion.

3. Transaction details

Under the purchase agreement, Datrix will acquire 60% of the share capital of Aramis; the transaction is expected to close by the end of the first quarter of 2023.

The purchase of the remaining portion of Aramis' share capital by Datrix may take place through the exercise of call option rights (held by Datrix) that will allow for (i) the purchase of an additional 20% of Aramis' share capital in the first half of 2024, and (ii) the purchase of the last 20% of Aramis' share capital in the first half of 2025, the consideration for which will be determined based on the results achieved in terms of growth and margins of the new Machine Learning & Model Serving division.

The payment of the purchase price for the initial 60% will be made in cash from Datrix's available liquidity. The payment of the consideration for the purchase of the shares resulting from the exercise of the options will take place for 80% in cash and for the

remaining 20% through the assignment of Datrix shares (with an 18-month lock-up period).

It should be noted that the transaction has a strong strategic and growth value for Datrix although the economic value of the acquisition does not have a significant impact on the Group's numbers.

The contract also provides for the release by the sellers of representations and warranties with related indemnity undertakings. The sellers, with a view to maintaining business continuity, will remain involved in the management of "Aramix", with Enrico Zio in the role of Scientific Director of the Datrix Group.

4. Effect of the transaction on Datrix

Aramix stems from the combination of experience and verticality of 3rdPlace - which combines mathematical modeling, multidisciplinary expertise and technology to extract knowledge from traditional and alternative data in order to probe and optimize management processes - and Aramis, characterized by a strong background in the optimisation of physical processes related to the industrial, manufacturing and energy world.

The merging of the 3rdPlace and Aramis teams leads to an exponential strengthening of the skills and capabilities at stake, with the possibility of confronting increasingly complex and competitive contexts, both in Italy and in international markets.

This puts the Datrix Group in a leading position in the field of innovation, to meet the needs of today's industrial world and to enhance research through its increasingly close

relationship with universities and research centers, further improving its ability to attract and train new talent.

Datrix

Datrix is a group of tech companies that develop sustainable Artificial Intelligence solutions (Augmented Analytics and Machine Learning Models) for data-driven growth of companies. Datrix's solutions add measurable value because they collect data from internal and external sources, integrate it, look for correlations, uncover valuable insights and operational information, and suggest actions.

The Group is active in four business areas:

1. AI for Marketing & Sales: develops artificial intelligence solutions to increase Marketing and Sales performance of companies;

2. AI for Data Monetization: applies artificial intelligence to data collected by companies in compliance with privacy regulations, turning it into economic value for them;

3. Machine Learning Model Serving: develops transparent and scalable analytics models based on a machine learning algorithmic framework to support organizations in opening new business frontiers;

4. AI for FinTech: develops solutions using unconventional alternative data to improve the performance of institutional and private investors in stock selection, identification of innovative investment themes, and ESG scoring.

Since 2019 Datrix has also accelerated its growth path through acquisitions in Italy and abroad. The following are now part of the Datrix SpA Group: 3rdPlace Srl, FinScience Srl, ByTek Srl, Paperlit Srl, Datrix US Inc. and Adapex Inc. Through its subsidiaries, Datrix is a technology partner of international consortia for major R&D projects in finance, biomedical and cyber security, funded by the European Union and Italy and based on Artificial Intelligence algorithms.

Datrix operates through four offices in Italy (Milan, Rome, Cagliari and Viterbo) and one in the United States. Read more at datrixgroup.com

For more information:

Investor Relations: Giuseppe Venezia, tel. +39 0276281064 - ir@datrixgroup.com Investor Relations Consultant:Francesca Cocco (Lerxi Consulting) - ir@datrixgroup.com

Press Office: SprianoCommunication&Partners Matteo Russo, mob. +39 3479834881 - mrusso@sprianocommunication.com Jacopo Ghirardi, mob. + 39 3337139257 - ufficiostampa@sprianocommunication.com

Euronext Growth Advisor: Alantra Stefano Bellavita, mob. +39 0263671601 - stefano.bellavita@alantra.com