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Technoprobe Major Shareholding Notification 2023

Nov 10, 2023

4484_rpt_2023-11-10_5a16a216-5453-4877-9cd9-65996ff65100.pdf

Major Shareholding Notification

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Extract pursuant to Article 129 of the Issuers' Regulation on the relevant provisions pursuant to Article 122 of the Consolidated Financial Act relating to Technoprobe S.p.A.

10 November 2023

Pursuant to Article 122 of Legislative Decree no. 58 of 24 February 1998 (the "Consolidated Financial Act") and Article 129 of the regulation adopted by CONSOB with resolution no. 11971 of 14 May 1999 (the "Issuers' Regulation"), it is hereby disclosed the following.

On 7 November 2023, Teradyne International Holdings B.V. (the "Investor"), T-PLUS S.p.A. ("T-PLUS") and Technoprobe S.p.A. ("Technoprobe" and, jointly with T-PLUS and the Investor, the "Parties"), as well as, in order to guarantee certain payment obligation of the Investor only, Teradyne Inc., entered into an investment agreement (the "Investment Agreement") according to which, subject to the conditions set forth therein, the Investor will acquire 10% of the issued and outstanding ordinary shares of Technoprobe by (i) subscribing for newly issued ordinary shares of Technoprobe, in an amount equal to 8% of the issued and outstanding ordinary shares of Technoprobe (post money) and (ii) purchasing from T-PLUS an amount of shares equal to 2% of the issued and outstanding ordinary shares of Technoprobe (post money) (hereinafter, the "Transaction").

The Investment Agreement contains certain shareholders' provisions relating to Technoprobe that are relevant pursuant to Article 122, paragraph 1, and paragraph 5, letters (a) and (b), of the Consolidated Financial Act (the "Relevant Provisions"), in relation to which the Parties are carrying out all the disclosure formalities required by the above-mentioned provision of law and by the relevant regulations, including the publishment of this extract pursuant to Article 129 of the Issuers' Regulation.

The Relevant Provisions relate:

  • (a) before closing of the Transaction, to overall 408,050,000 ordinary shares of Technoprobe currently held by T-PLUS which, taking into account the increased voting rights, grant no. 816,100,000 voting rights, equal to approximately 77.59% of the total voting rights granting to the shares constituting the share capital of Technoprobe;
  • (b) following closing of the Transaction, to overall no. 460,310,870 ordinary shares of Technoprobe, which will grant no. 855,295,653 voting rights, equal to approximately 78.40% of the post-money total voting rights granted to the shares constituting the share capital of Technoprobe, and namely: (i) no. 65,326,087 ordinary shares of Technoprobe which will be held by the Investor, which – at closing – will grant the same number of voting rights, representing approximately 5.99% of the post-money total voting rights granted to the shares constituting the share capital of Technoprobe; and (ii) no. 394,984,783 ordinary shares of Technoprobe which will be held by T-PLUS which, taking into account the increased voting rights, will grant no. 789,969,566 voting rights, equal to approximately 72.41% of the post-money total voting rights granted to the shares constituting the share capital of Technoprobe.

The percentages of voting rights indicated in the above paragraphs (a) and (b) are calculated by including in the total number of voting rights those related to the 1,500,000 treasury

shares held by Technoprobe as of today's date for which, in accordance with the applicable law, the voting right is suspended.

The key information pursuant to Article 130 of the Issuers' Regulation regarding the Relevant Provisions is published, within the terms provided by law, on Technoprobe's website, at www.technoprobe.com.