Alkemy

Delisting Announcement • Jun 19, 2024

Excerpt pertaining to the agreements entered into on June 14, 2024, by Retex S.p.A. – Benefit Corporation ("Società Benefit") and separately each of Claudio Benasso, Silvia Bosani, Luca Bosco, Federica Busino, Paolo Cederle, Guido Cuzzocrea, Paolo Fontana, Enrico Meacci, Alberto Saccardi and Oscar Zoggia, containing provisions relevant under Article 122 of Legislative Decree dated February 24, 1998, no. 58 ("CFA") and Article 129 of CONSOB Regulation dated May 14, 1999, no. 11971 ("CONSOB Regulation")

ALKEMY S.P.A.

It is hereby disclosed that, on June 14, 2024 (the "Relevant Date"), Retex S.p.A. - Benefit Corporation ("Società Benefit") (the "Offeror"), a company controlled by FSI SGR S.p.A. (in the name and on behalf of the alternative investment fund "FSI II"), on the one side, and separately each of Claudio Benasso, Silvia Bosani, Luca Bosco, Federica Busino, Paolo Cederle, Guido Cuzzocrea, Paolo Fontana, Enrico Meacci, Alberto Saccardi and Oscar Zoggia (the "Adherents" and, together with the Offeror, the "Parties"), on the other, have entered into separate agreements (the "Adherence Undertakings") containing provisions that are relevant under Article 122, paragraphs 1 and 5, letters b) and d)-bis, CFA, relating to Alkemy S.p.A. ("Alkemy" or the "Issuer").

Each of the Adherence Undertakings regulates the mutual commitments of the Parties in relation to the voluntary tender offer, pursuant to articles 102 et seq. CFA, announced on June 3, 2024 by the Offeror and aimed at acquiring all Alkemy shares (the "Shares"), amounting to a total no. 5,685,460 Shares representing 100% of the Issuer's share capital, and achieving the delisting of the Shares from "Euronext Milan", a regulated market organised and managed by Borsa Italiana S.p.A. (the "Offer"). In particular, the Adherence Undertakings regulate the commitment of each Adherent to tender to the Offer all the Shares held by the Adherent on the Relevant Date, as well as any additional Shares the Adherent may come to hold.

The Adherence Undertakings pertain to all the Shares held by the Parties, which, as of the date thereof, correspond with the no. 141,634 Shares held by the Adherents jointly considered, representing in aggregate 2.49% of the Issuer's share capital and, due to the increase in voting rights pursuant to Article 127-quinquies CFA provided for by article 14 of Alkemy's articles of association, 2.07% of the voting rights exercisable at the shareholder meetings of the Issuer. Below is a separate indication of the Shares covered by each Adherence Undertaking:

Party	no. of Shares	% of the share capital	% of the voting rights
Claudio Benasso	10,409	0.18%	0.15%
Silvia Bosani	8,580	0.15%	0.13%
Luca Bosco	2,539	0.04%	0.04%
Federica Busino	2,630	0.05%	0.04%
Paolo Cederle	7,000	0.12%	0.10%
Guido Cuzzocrea	4,892	0.09%	0.07%
Paolo Fontana	27,260	0.48%	0.40%
Enrico Meacci	41,554	0.73%	0.61%
Alberto Saccardi	8,750	0.15%	0.13%
Oscar Zoggia	28,020	0.49%	0.41%

For a more detailed description of the Adherence Undertakings, please refer to the relevant essential information published pursuant to Article 130 of CONSOB Regulation on the Issuer's website (www.alkemy.com), "Corporate Governance – Corporate Structures – Shareholder Agreements" sections.

Milan, 19 June 2024