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Expert.Ai

Share Issue/Capital Change Jul 31, 2025

4049_rns_2025-07-31_be1257a5-439e-441e-afbb-b216e5e55234.pdf

Share Issue/Capital Change

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Informazione
Regolamentata n.
20040-33-2025
Data/Ora Inizio Diffusione
31 Luglio 2025 19:04:45
Euronext Growth Milan
Societa' : EXPERT.AI
Identificativo Informazione
Regolamentata
: 208679
Utenza - referente : EXPERTSYSTN02 - Francesca Spaggiari
Tipologia : REGEM
Data/Ora Ricezione : 31 Luglio 2025 19:04:45
Data/Ora Inizio Diffusione : 31 Luglio 2025 19:04:44
Oggetto : Successfully completed the reserved capital
increase approved by the Board of Directors on
July 1, 2025
Testo
del
comunicato

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EXPERT.AI: SUCCESSFULLY COMPLETED THE RESERVED CAPITAL INCREASE APPROVED BY THE BOARD OF DIRECTORS ON JULY 1, 2025

AS OF JULY 31, 2025, TOTAL SUBSCRIPTIONS AMOUNT TO EURO 17,861,400.65

  • The capital increase has been subscribed, net of the residual tranche reserved for former ISED shareholders, which is expected to be subscribed in the fall.
  • The main shareholder, GUM Group S.p.A., subscribed to the capital increase for a total of Euro 5 million.
  • Additional subscriptions were collected from third-party investors for a total amount of approximately Euro 12.9 million.

Modena, 31 July 2025

Expert.ai S.p.A. (the "Company" or "Expert.ai"), leader in the implementation of enterprise artificial intelligence solutions to create business value, announces, in relation to the paid and divisible capital increase, with the exclusion of the option right pursuant to art. 2441, paragraph 5, of the Italian Civil Code for a maximum of Euro 157,480.31 plus the share premium of Euro 19,842,519.06 and therefore for a total maximum of Euro 19,999,999.37, through the issue of a maximum of 15,748,031 new ordinary shares – without an indication of expressed par value, having the same characteristics as the shares already in circulation and with regular dividend rights, to be automatically admitted to trading on Euronext Growth Milan organized and managed by Borsa Italiana S.p.A. like the other ordinary shares in circulation at the time of their issue –, with a final subscription deadline of November 15, 2025, as resolved by the Board of Directors on July 1, 2025 (and more fully disclosed on the same date) in exercise of the delegation granted pursuant to art. 2443 of the Italian Civil Code by the Extraordinary Shareholders' Meeting of Expert.ai on May 22, 2024 (the "Capital Increase"), which, as of today, a total of n. 14,064,095 newly issued ordinary shares have been subscribed, for a total amount of Euro 17,861,400.65.

Dario Pardi, Chairman and CEO of Expert.ai, said: "This capital increase is part of Expert.ai's strategic evolution, as it will allow us to concretely accelerate the implementation of our Business Plan, strengthening the resources needed to support innovation, commercial expansion, and the development of increasingly advanced and scalable solutions.

As Expert.ai's key investor and an entrepreneur, I deeply believe in the company's growth potential. This is why, through my operating holding company, GUM Group S.p.A., I have chosen not only to support the operation but to significantly increase my investment.

Our commitment to new strategic projects, combined with the opportunity to accelerate the completion of EidenAI, our suite of enterprise AI solutions for every industry, as well as further targeted acquisitions, will allow us to expand our capabilities and strengthen our competitive position in the market for artificial intelligence applied to business. We are

ready to consolidate our role as a leading player, creating tangible and lasting value for our customers, partners, and investors."

In particular:

  • GUM Group S.p.A. ("GUM"), the Company's main shareholder, fully subscribed to the tranche of the capital increase reserved for it, for an amount of Euro 4,999,998.89, corresponding to 3,937,007 newly issued shares, fulfilling the commitment previously undertaken by GUM. Furthermore, following the subscriptions received within the tranche also reserved for other investors and in accordance with the provisions of the Capital Increase resolution, GUM subscribed to an additional 102 newly issued shares, necessary to balance the transaction, for an amount of Euro 129.54;
  • Primary investors, including institutional and professional ones, both Italian and foreign, have subscribed, within the tranche reserved for them, n. 10,126,986 newly issued shares for a total value of Euro 12,861,272.22, so that this tranche has also been fully subscribed. This category also includes Sofia Holding, a long-standing shareholder of Expert.ai, which has subscribed for 1,756,518 shares for a total value of Euro 2,230,777.86.

In this regard, please note that:

  • (i) all the aforementioned subscriptions, since they occurred by July 31, 2025, took place at a subscription price for the newly issued shares of Euro 1.27, of which Euro 1.26 was a share premium, corresponding to the arithmetic mean of the official price of Expert.ai shares on Euronext Growth Milan in the six months preceding the date of the resolution on the Capital Increase by the Board of Directors (i.e., July 1, 2025);
  • (ii) it only remains to execute the residual tranche of Euro 2,138,598.72, through the issue of 1,683,936 new shares, reserved for the former shareholders of the company acquired by Expert.ai on July 1, 2025, I.S.E.D. Ingegneria dei Sistemi Elaborazione Dati S.p.A., and whose subscription, as already announced on July 1, 2025, will take place by the final subscription deadline of November 15, 2025 at the same unit price of Euro 1.27, in accordance with the subscription commitments undertaken by these former shareholders.

The certification of excution of the Capital Increase pursuant to Article 2444 of the Italian Civil Code, together with the new text of Expert.ai's Bylaws updated with the new share capital amount, and any notices of material changes received from significant shareholders pursuant to Article 17 of the Euronext Growth Regulation will be communicated and made available in accordance with the procedures and timeframes required by law.

In this transaction, Expert.ai was assisted by Integrae SIM as intermediary and by Alantra Capital Markets Sociedad de Valores S.A.U. - Italian Branch as financial advisor.

***

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

About expert.ai

Expert.ai is a company specializing in the implementation of enterprise artificial intelligence solutions to create business value, listed on the Euronext Growth Milan market (EXAI:IM) and operating in Europe and North America. Through EidenAI Suite, expert.ai supports companies and public administrations in their AI adoption

journeys by offering a suite of ready-to-use solutions tailored for vertical markets. With 30 years of pioneering experience in innovation and technological excellence, expert.ai has successfully implemented hundreds of projects, integrating the best technologies available on the market with its proprietary solutions. Its Hybrid AI approach (a neuro-symbolic AI based on natural language understanding and knowledge graphs, and machine learning/deep learning techniques - large language models, generative AI and agentic AI) is grounded in a vision of responsible, transparent and sustainable AI designed to serve people, address key challenges and achieve meaningful goals. Among expert.ai's customers, who are served directly and through partners, are AXA XL, Zurich Insurance Group, Generali, Sanofi, The Associated Press, Bloomberg INDG, Dow Jones, and other leading organizations. Dario Pardi, who brings decades of experience at major multinational companies in the ICT sector, is Chairman, Chief Executive Officer, and a key shareholder of expert.ai.

For more information: www.expert.ai

Expert.ai

Investor Relations Stefano Spaggiari [email protected]

Communication

Francesca Spaggiari [email protected] Tel. +39 059 894011

CDR Communication S.r.l.

Investor Relations Vincenza Colucci [email protected] Tel. +39 335 6909547

Media Relations Martina Zuccherini [email protected] Tel. +39 339 4345708

Euronext Growth Advisor

Integrae SIM S.p.A. [email protected] Tel: +39 02 8050 6160

Specialist MIT SIM S.p.A. [email protected] Tel. + 39 02 30561 276

Fine Comunicato n.20040-33-2025 Numero di Pagine: 5
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