Expert.Ai

Share Issue/Capital Change • Jul 25, 2024

Informazione Regolamentata n. 20040-51-2024		Data/Ora Inizio Diffusione 25 Luglio 2024 18:47:14	Euronext Growth Milan
Societa'	:	EXPERT.AI
Identificativo Informazione Regolamentata	:	193805
Utenza - Referente	:	EXPERTSYSTN02 - Francesca Spaggiari
Tipologia	:	2.2
Data/Ora Ricezione	:	25 Luglio 2024 18:47:14
Data/Ora Inizio Diffusione	:	25 Luglio 2024 18:47:14
Oggetto	:	End of the Offering Period of the Capital Increase
Testo del comunicato

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PRESS RELEASE

END OF THE OFFERING PERIOD OF THE CAPITAL INCREASE OF EXPERT.AI S.P.A.

• End of the offering period related to the capital increase: 88.10% of the New Shares were subscribed, for a total amount of Euro 26,137,108.80.
• Offer on Euronext Growth Milan of Unexercised Option Rights on July 29 and 30, 2024

July 25, 2024

Expert.ai S.p.A. (the "Company" or "Expert.ai") announces that today ended the period for exercising option rights, pursuant to Article 2441, paragraph 2, of the civil code, related to the offer of a maximum no. of 26.970.471 new ordinary shares of Expert.ai, without nominal value, having the same characteristics as the outstanding shares (the "New Shares"), deriving from the capital increase approved by the Extraordinary Shareholders' Meeting on May 22, 2024, and whose terms and conditions were set by the Board of Directors on June 28, 2024 ("Capital Increase").

During the offering period, which started on July 8, 2024 and ended today (the "Offering Period"), a total of n. 60,722,576 option rights were exercised, valid for the subscription of 23,761,008 New Shares, corresponding to 88.10% of all the New Shares offered, for a total value of Euro 26,137,108.8.

Shareholders GUM Group S.p.A. ("GUM"), Sofia Holding S.r.l., and Ergo S.r.l., following their respective subscription commitments announced on May 28, May 30, and June 18, 2024, for a total of Euro 7.1 million, of which it is noted that approximately 2.8 million Euro are attributable to GUM for the subscription of any unsubscribed shares following the Stock Exchange Offer (as defined below), subscribed n. 5,597,388 New Shares for a total amount of Euro 6,157,126.80. In particular:

• i. GUM fully subscribed its quota in option, equal to n. 1,995,651 New Shares for a total amount of Euro 2,195,216.10;
• ii. Sofia Holding S.r.l. fully subscribed its quota in option and also subscribed further rights acquired on the market during the Offering Period for a total of n. 2,443,482 New Shares for a total amount of Euro 2,687,830.20;
• iii. Ergo S.r.l. subscribed a part of its quota in option, equal to 1,158,255 New Shares for a total amount of Euro 1,274,080.50, considering a subscription commitment for an amount of Euro 0.9 million.

The remaining n. 8,201,961 option rights non-exercised during the Offering Period (the "Unexercised Option Rights"), which give to right to subscribe up to a maximum of no. 3,209,463 New Shares, corresponding to 11.90% of all the New Shares, will be offered by the Company, through MIT SIM S.p.A., on the Euronext Growth Milan (multilateral trading facility organized and managed by Borsa Italiana S.p.A.), with ISIN code IT0005599409, pursuant to Article 2441, paragraph 3, of the Civil Code, on July 29 and July 30, 2024, unless the offer is closed in advance in the event of full sale of

the Unexercised Option Rights (the "Stock Exchange Offer"). In the first session on July 29, 2024, the entire amount of Unexercised Option Rights will be offered, and on the following session on July 30, 2024, any Unexercised Option Rights not placed in the previous session will be offered.

The Unexercised Option Rights give the right to subscribe New Shares at a price of Euro 1.10 for each New Share (the "Offer Price"), of which Euro 0.01 to be allocated to share capital and Euro 1.09 to be allocated to share premium (sovrapprezzo), at a ratio of 9 New Shares for every 23 Unexercised Option Rights purchased. The exercise of the Unexercised Option Rights purchased during the Stock Exchange Offer and, consequently, the subscription of the New Shares, shall be made, under penalty of forfeiture, through authorized intermediaries adhering to the central management system of Monte Titoli S.p.A. (i) by no later than July 30, 2024, with the same value date, if the Stock Exchange Offer closes early following the full sale of the Unexercised Option Rights on the session of July 29, 2024, or (ii) by no later than July 31, 2024, with the same value date, if the Stock Exchange Offer closes on July 30, 2024.

The New Shares deriving from the exercise of the Unexercised Option Rights will be credited to the accounts of the authorized intermediaries adhering to the centralized management system of Monte Titoli S.p.A. at the end of the accounting day of the last day of exercise of the Unexercised Option Rights and will be available on that same day.

It should also be noted that GUM (i) has irrevocably committed to subscribe at the Offer Price any unsubscribed shares following the Stock Exchange Offer for an amount of approximately Euro 2.8 million, and (ii) has also expressed its interest in subscribing, at GUM's sole discretion, any additional unsubscribed shares following the Stock Exchange Offer up to a maximum amount of Euro 10 million.

For such purpose, as soon as possible, and in any case by the business day following the conclusion of the Stock Exchange Offer, Expert.ai will notify GUM of the number of unsubscribed shares, which will be subscribed by GUM by the following business day.

Any New Shares that remain unsubscribed following the above, may be offered also to third parties, by the Board of Directors and in compliance with current legislation, by December 31, 2024.

***

THIS COMMUNICATION DOES NOT CONSTITUTE AN OFFER OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR ANY SECURITIES. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR IN ANY OTHER COUNTRY IN WHICH SUCH OFFER OR SOLICITATION IS SUBJECT TO AUTHORIZATION BY LOCAL AUTHORITIES OR OTHERWISE PROHIBITED BY LAW. THIS DOCUMENT IS NOT INTENDED FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA OR OTHER COUNTRIES WHERE IT MAY BE PROHIBITED BY LAW.

*This press release is available on the Company website www.expert.ai and at *

^***

Expert.ai (EXAI:IM) is the leading enterprise AI company solving complex language challenges. Our solutions deliver key information for publishers, streamline operations for insurers, drive revelations for pharmaceutical giants, and enhance customer interactions within financial services – all while automating traditional labor intensive methods. By combining deep domain expertise with the finest attributes of Large Language Models, Machine Learning, and Symbolic AI, we are at the leading edge of linguistic advancements in hybrid AI. With a global presence in Europe and North America, we proudly serve clients that include AXA XL, Zurich Insurance Group, Generali, Sanofi, EBSCO, The Associated Press, Bloomberg INDG, and Dow Jones.

For more information visit https://www.expert.ai/

Contacts

Expert.ai

CDR Communication S.r.l.

Investor Relations Stefano Spaggiari ir@expert.ai

Communication

Francesca Spaggiari ufficiostampa@expert.ai Tel. +39 059 894011

Investor Relations Vincenza Colucci vincenza.colucci@cdrcommunication.it Tel. +39 335 6909547

Media Relations Martina Zuccherini martina.zuccherini@cdrcommunication.it Tel. +39 339 4345708

Euronext Growth Advisor

Integrae SIM S.p.A. info@integraesim.it Tel: +39 02 9684 6864

Specialist MIT SIM S.p.A. andrea.scarsi@mitsim.it Tel. + 39 02 30561 276

Fine Comunicato n.20040-51-2024	Numero di Pagine: 5