INVESTOR PRESENTATION The Business Combination Milan, September 2016

2

Disclaimer

For the purposes of this disclaimer, this presentation (the “Presentation”) comprises the attached slides, the speeches made by the presenter(s), the question and answer session and any materials distributed at, or in connection with, the Presentation. THIS PRESENTATION IS STRICTLY CONFIDENTIAL AND IS BEING PROVIDED TO YOU SOLELY FOR YOUR INFORMATION. This Presentation is being made available to a limited number of recipients solely for the purpose of introducing the Company. This Presentation is strictly confidential. It is furnished to you solely for your information, should not be treated as an investment advice and may not be copied, reproduced, distributed or otherwise made available (in whole or in part) to any other person by any recipient. In particular, neither this document nor any copy thereof may be taken or transmitted or distributed, directly or indirectly, into Canada, Japan or Australia or to any resident thereof or into the United States, its territories or possessions. The distribution of this Presentation in other jurisdictions may be restricted by law and persons into whose possession this document comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the laws of the United States, Canada, Japan, or Australia or any such other jurisdiction. By accepting this report you agree to be bound by the foregoing limitations. . This Presentation is not an offer of securities in the United States or any other jurisdiction. Securities may not be sold in the United States without registration or without any case of exemption from registration under the U.S. Securities Act of 1933, as amended. Capital For Progress (“CFP1”) and GPI S.p.A. (“GPI”) have not registered and do not intend to register any offering of securities in the United States or to make any public offering in any jurisdiction. This Presentation does not constitute or form part of, and should not be construed as, an offer or invitation to subscribe for or purchase any securities, and neither this document nor anything contained herein shall form the basis of or be relied on in connection with or act as any inducement to enter into any contract or commitment whatsoever. This document has not been published generally and has only been made available to institutional investors. This Presentation contains summaries of many matters regarding this potential transaction that should be covered in greater detail in the CFP1 and GPI’s mandatory documentation as well as in the proxy statement CFP1 will prepare relating to the proposed transaction (the “Proposed Transaction”). This presentation should be read together with, and is qualified in its entirety by, the mandatory documentation above as well as the proxy statement, and you should read all the abovementioned documentation, including the risk factors set forth therein. Certain statements made in this presentation are forward-looking statements. These forward looking statements are based on management’s current expectations and estimates. They are subject to a number of assumptions and involve known and unknown risks, uncertainties and other factors that may cause actual results and developments to differ materially from any future results and developments expressed or implied by such forward looking statements including but not limited to the factors described under “Risk Factors” in CFP1’s public filings. CFP1 and GPI have no obligation to periodically update or release any revisions to the forward-looking statements contained in this presentation or reflect events or circumstances after the date of this document. This Presentation contains industry statistical data and growth forecasts for industry segments prepared by third parties. CFP1 and GPI did not prepare such data and forecasts and assume no liability for the same. By accepting receipt of this document and/or attending any presentation of the same, each recipient acknowledges the confidential nature of the information it contains and undertakes not to disclose it in any way either in Italy and/or abroad, and not to use the information for purposes unrelated to the Proposed Transaction, in accordance with the Confidentiality Agreement signed by each recipient. By attending this Presentation you will be taken to have represented, warranted and undertaken that: (i) you have read and understood and agree to be bound by and comply with the contents of this notice; and (ii) you will treat and safeguard as strictly private and confidential all such information and take all reasonable steps to preserve such confidentiality.

3

Today’s speakers

Fausto Manzana

President and CEO

Stefano Corvo

CFO

Paolo Girardi

General Manager

Marco Maria Fumagalli

Director

Massimo Capuano

Director

Lorenzo Montermini

Marketing Director

4

Table of contents

CFP1 has identified its champion

GPI business description

Key investment highlights

GPI consolidated financials

1

2

3

4

M. Capuano

F. Manzana / L. Montermini

P. Girardi / L. Montermini

S. Corvo

Moving to MTA STAR 5 F. Manzana

5

CFP1 has identified its champion 1

6

CFP1 has identified its champion

Natural selection of players in the market The “spending review” policy (including a reduction of the spending entities, from ASL to provinces) represents an increasing entry barrier for

participants to tender offers

The current controlling shareholders will hold their role The Manzana family will not sell any shares and will remain fully committed to the management of the Company

Proceeds to finance growth IPO proceeds will be available to finance growth opportunities, starting from a detailed list of M&A opportunities

No proceeds will be used for debt repayment.

Promise fulfilled The business combination will be completed within the year

Attractive sector In Italy, ICT’s investments in healthcare have historically been lower than in most developed countries; the gap is being gradually filled

Opportunity to be a leader in a consolidating market The ongoing consolidation process will favour 2 or 3 Italian champions, with strong balance sheets and significant market shares

A critical business with high social impact GPI aims to succeed as leading player with an important social role in a crucial sector, with stable margins and a strong pipeline of contracts

A strong upside to the core business GPI’s wide portfolio of services (IT, BPO, pharmacy logistics, telemedicine, 3D printing, ...) allows cross selling and upselling. Room for further

growth will also come from new technologies (Internet of Things, Support Decision Systems, …)

7

GPI business description 2

8

GPI at a glance

63.5 73.9

98.2

10.5 12.4 16.3

>130

~170-180

2.8 2.6 3.8*

2013A 2014A 2015A 2016F 2017F 2018F

Turnover EBITDA Net income

Mission: to become the leading provider of healthcare and social services in Italy

GPI was established in Trento 1988

GPI key milestones

Entry in the BPO market and acquisition of Argentea, Spid and other companies 2010-12

Orizzonte SGR acquires 10,32% of GPI SpA 2013

Acquisition of RIEDL and Lombardia Contact 2014-15

Key historical financials

Note: ITA GAAP consolidated financials (1) 3.108 people as of 30.06.2016

Stand-alone organic growth

CAGR 2015-’18 = ~20%

NFP

>3.1001 employees in

2016

*Restated

22.6 27.0 40.9 <40.9

17% constant EBITDA margin

9

IT solutions 35%

Healthcare Services - BPO 51%

Healthcare Services - Social Care

2%

Logistic and automation

5%

Professional IT services

5%

Payment solutions 2%

Business areas and clients

~€46M

~€67M

~€6M ~€3M

~€7M

~€2M

Consolidated turnover 2016 >€130M

≈2%

≈5%

≈6%

≈87%

Turnover by business areas Turnover by client type

30% 25% 20% 15% 10% 5%

Low High

EBIT

DA m

argi

n

Growth potential

HS BPO

HS social care

Logistic and automation

IT solutions

Payment solutions

Professional IT services M

argi

n/gr

owth

mat

rix

by b

usin

ess

area

10-11% average cross selling

2015-16 among business areas

10

Turnover (€m) Key drivers

IT solutions

Administrative, healthcare and social Food safety and veterinary Middleware Access portals to services and contents

Top

clie

nts

Core

ac

tiviti

es

35% of total Customer orientation

Client loyalty Competence & know-how Integrated platform Resistance to change as high entry barrier High margins Potential for M&A and international expansion

Revenues = SW develop.

(~42%) + periodic

maintenance (~58%)

11

IT solutions: focus on TREC

Source: http://www.ladigetto.it/

Multichannel connectivity

Winner of the «Innovazione ICT in sanità» award of Politecnico di Milano

>10% of clients accessing to the medical

reports

>54k citizens subscribed

>90k

users

Consolidated user base

12

Healthcare services: Business Process Outsourcing (BPO) and social care

Turnover (€m) Key drivers

Contact and call centers Front-end services Telemedicine Social services

Top

clie

nts

Core

ac

tiviti

es

50.0 ~67

1.6~2

2015A 2016FBPO Social Care

Competence & know-how ICT for channel-shifting ICT for welfare Good revenue visibility High hit ratio in tenders Good margins Cross-selling potential Strong growth potential through new products Social impact High margin

51+2% of total

BPO

So

cial

19M users served

Revenues = 1-3€ per

contact + fixed yearly rate

13

Healthcare services: welfare 2.0

Services & platform

Welfare delivery organization

“SSN” (B2P)

“Mutue” / Insurance

(B2B)

Corporatewelfare (B2B)

Citizens (B2C)

New potential services

Target clients and new GPI’s offer

14

Logistics and automation

Turnover (€m) Key drivers

Buster System - supply chain management of drugs in healthcare facilities Riedl Phasys - automated warehouse for hospital and local

pharmacy logistics Industry solutions

Top

clie

nts

Core

ac

tiviti

es

4.9~7

2015A 2016F

End-to-end platform Technological leadership Strong growth potential on private clients International development High margins M&A potential

5% of total

38 public hospitals 35 nursing homes 8 hospital pharmacies 8 private healthcare structures 10+ M prescriptions 38+ M drugs provided to patients

Worldwide market

Revenues = Price +

periodic maintenance/

assistance

15

Competitive arena

Logistics and automation: focus on Buster System and comps

Buster System

Provider

30% ward reduction in

drugs inventories

50% reduction in

hospital pharmacy

inventories

Wor

ldw

ide

Italy

Value chain

16

Key drivers

Professional IT services

Turnover (€m)

Desktop management Application maintenance Business intelligence

Top

clie

nts

Core

ac

tiviti

es

Health ICT specialization OnSite presence Cross-selling potential High customer loyalty

5% of total

Revenues = Periodic IT

maintenance/assistance

17

Payment solutions

Key drivers Turnover (€m)

Multi-acquirer Tailored solutions for retailers

2% of total

Top

clie

nts

Core

ac

tiviti

es

Business diversification Cross-selling opportunities High margins

Revenues = % of

transactions

18

Key investment highlights 3

19

One of the very few opportunities to invest in the Italian healthcare industry

A leading player in Italy, strongly positioned to take advantage of the macro trend of growth of the healthcare industry

Track record of both organic and external growth, with effective results in the integration of acquired companies

Proven and experienced management team

a

b

c

d

Long-standing relationship with clients and outstanding contract visibility

20

11.4%

8.9% 8.7%

6.1% 5.5%

4.6%

3.2%

1.9%

Engineering Dedalus GPI SanterReply

Noemalife Exprivia Insiel ADS

A leading player in Italy

IT solutions Healthcare services (BPO)

Dedalus Group (since 2H 2016)

Top 8 players hold ~33% of the market, estimated in €820M (equal to ~50% market share when excluding in-house business)

addressable market share (excluding in-house business)

Source: Osservatorio Netics, “Competition frame” (HIT2016 and HIT2015), IStat (as of 01/01/2016), Company data

Population (M)

Operators (units)

Contacts/year (M)

Users (M)

TOTAL

10.00 8.0 900 10.0

0.60 1.3 146 1.1

3.96 6.5 951 4.9

0.70 0.6 25 4.4

0.35 0.29 66 3.7

1.03 1.4 355 5.9

1.30 1.5 400 1.3

0.65 0.3 65 4.1

0.60 0.28 50 0.6

0.35 0.26 20 1.7

19.5 20.4 2,978 37.7 23.0M new potential

clients

4.4

0.1

1.6

1.2

1.5 0.9

0.3

5.9

5.1

2.0

Mkt sh.

100%

55%

81%

16%

9%

17%

100%

16%

100%

21%

52%

32% mkt share on 60.7M total Italian population

796 820

855

895

930

2014 2015 2016 2017 2018

556

€M

67 63 61

2016E 2017E 2018E

Exist. contracts New contracts

240 291

In-house business of public entities expected

to be soon privatized

~4% CAGR 2014-’18

529

A high customer retention and the long duration of contracts allow a strong turnover visibility

€M

~31% market share on total

number of operators in Italy (~9.500)

21

Clients loyalty and clear turnover visibility

Healthcare services (BPO)

BPO tender case study – demanding requirements

Requirement of a tender won by GPI in 2016: • revenues above €30M over the last 3 FY

• o/w at least €12M revenues from IT and software services

• o/w at least €2.5M revenues in realizing IT systems integrations for healthcare institutions

The tender also required experience in developing the specific services and ad-hoc projects required (i.e. PHR patient health record, management of pathology data, etc.)

ca.25% hit ratio in

tenders

Average duration of contracts

5-6 years

ca.95% confirmation rate

of clients at expiry date of the

contract

Average duration of contracts

up to 3 years

IT solutions Client concentration

Top 10 clients (out of ~700) counting for

51.6% of total

10.4%

7.3%6.2%5.8%

5.7%5.2%

3.7%3.2%

2.3%1.8%

ABCDEFGHIJ

22

Track record of growth, both organic and through M&A

63.5 72.7

82.9 95.7

0.0 1.2

15.3

35.4

63.5 73.9

98.2

>130

2013 2014 2015 2016F

Organic External

CAGR total ~27%

CAGR Organic 14.7%

Turnover (€M)

Sferacarta

Feb

2014

Logix (rent)

Oct

201

4

Riedl

Dec 2

014

Evolvo

Feb

2015

GPI Technology

Jun

2015

Natisoft/ Lambda

Oct

201

5

Lombardia Contact

May

201

5

I&T (rent)

Jan

2016

Gbim

Feb

2016

2014 2015 2016 2013

Strong M&A and integration experience

>€20M invested in 25 months

Lombardia Contact

representing more than half

of total investment

>€7M new EBITDA

contributed in a 3 years cycle

>€35M new turnover

contributed in a 3 years cycle

9 acquisitions since 2014 ~27%

~73%

o/w 6 deals in IT solutions, 2 in

healthcare and 1 in logistic and automation

GPI’s acquisition policy includes both direct purchase (equity/assets) and rental of target companies

23

Management team

Manager Role Years of experience Professional background

Fausto Manzana

Chairman and CEO

37 years (o/w 28 in GPI)

Founder of GPI in 1988. Previously operating in the IT sector

Lorenzo Montermini

Marketing Director

19 years (o/w 19 in GPI)

CTO from 2001 to 2014. Marketing director since 2014

Paolo Girardi

General Manager

20 years (o/w 12 in GPI) CEO of Ecopulp Srl

Stefano Corvo CFO 28 years

(o/w 2 in GPI) Mediocredito Trentino Alto Adige and CFO of

Diatec Group

Emanuele Rossi

CTO and Head of IT Solutions business unit

15 years (o/w 10 in GPI)

Accenture (2003-07) and then various roles in the GPI group

Ruggero Pedri

Head of Professional IT

Services business unit

27 years (o/w 25 in GPI) Various roles in the GPI group

Maurizio Boschetti Sales Director 21 years

(o/w 21 in GPI) Various roles in the GPI group

24

GPI consolidated financials 4

25

Income statement

€M 2013 2014 2015

Turnover 63.5 73.9 98.2

COGS (2.3) (3.4) (3.5) SG&A (17.9) (19.7) (25.0) Labour (32.7) (38.3) (53.5)

EBITDA 10.5 12.4 16.3 EBITDA Margin (%) 16.6% 16.8% 16.6%

D&A (4.6) (5.6) (7.7) Risk provisions - - (2.8)

EBIT 5.9 6.8 5.8 EBIT Margin (%) 9.3% 9.2% 5.9%

Net financial charges (1.7) (1.7) (2.1) Net extraordinary charges (0.2) (0.2) (0.4)

EBT 4.0 4.9 3.3

Income tax (1.2) (2.3) (1.7)

Consolidated net income 2.8 2.6 1.6 o/w net income for the Group 2.7 2.6 1.4 o/w net income for Minorities 0.1 0.0 0.2

+24%

+24%

2013-’15 CAGR (%)

Amount related to the Molise credit, which was cashed-in in 2H2016

Price adjustment mechanism

thresholds in 2016: EBITDA €21.7M

Net income €5.9M

Note: ITA GAAP consolidated financials

Turnover 2016F

>€130M

“Normalized” tax rate around 40-45%.

EBIT “restated” for risk provisions €8.6M (8.7% margin)

Net income “restated” for risk provisions €3.8M

26

Balance sheet

€M 2013 2014 2015

Net working capital 25.5 32.6 33.8 Fixed assets 19.6 22.1 35.6 Other assets / (liabilities) (9.4) (10.9) (11.4)

Net invested capital 35.6 43.9 58.0

Shareholders' equity 13.0 16.9 17.1 o/w minorities 1.1 2.3 2.8 Net debt 22.6 27.0 40.9

(Cash) (7.1) (3.3) (19.0) Short term bank debt 13.9 9.4 20.0 Factoring 2.2 1.1 1.2 Leasing 3.5 3.0 1.9 Long term debt 6.4 6.5 20.0 Bonds 3.8 10.3 16.8

Sources of funds 35.6 43.9 58.0

Financial ratios 2013 2014 2015

Net debt / Equity (x) 1.7x 1.6x 2.4x

Net Debt / EBITDA (x) 2.1x 2.2x 2.5x

EBITDA / Net financial charges (x) 6.1x 7.2x 7.9x

ROI - Return on investments (EBIT / NIC) (%) 16.6% 15.4% 9.9%

ROE - Return on equity (Net income / Equity) (%) 21.5% 15.2% 9.4%

Net Debt at December 2016 is expected to be lower than December 2015

Note: ITA GAAP consolidated financials

ROI calculated on “restated” EBIT 14.8%

ROE calculated on “restated” Net Income 21.9%

27

(27.0)

16.3

(1.5) (2.0)

3.9 (5.7)

(16.0)

1.2 (1.8)

(40.9)

NFP BoP EBITDA Delta NWC Net financialcharges

Taxes Other Operating capex M&A investm. Equity Dividends NFP EoP

Cash flow

2014

2015

(22.6)

12.4 (7.2)

(1.7) (0.8) 0.4 (5.9)

(1.7) 1.9 (1.8)

(27.0)

NFP BoP EBITDA Delta NWC Net financialcharges

Taxes Other Operating capex M&A investm. Equity Dividends NFP EoP

Operating cash flow €(2.8)M

NFP BoP

€(22.6)M

NFP EoP

€(27.0)M

NFP EoP

€(40.9)M

Note: ITA GAAP consolidated financials

One shot effect mainly due to split payment (€4.2M)

Operating cash flow €2.8M

NFP BoP

€(27.0)M (4.0) (4.2)

28

Working capital

Note: ITA GAAP consolidated financials 1. Days Sales Outstanding = (receivables/turnover)*365 2. Source: Assobiomedica

28.1 34.9 37.3

(12.2) (11.1) (17.2)

9.6 8.8 13.7 25.5

32.6 33.8

63.5 73.9 98.2 Turnover (€M)

165 176 142

40% 44% 34%

Net working capital (€M)

NWC/Turnover (%)

DSO1

2013 2014 2015

Inventory

Receivables

Payables

168 days 2015 average DSO in Italy 2

29

Details of outstanding minibonds

12.00

3.75

8.25

4.75 4.75

15.00 15.00

12.00

7.19

Note: ITA GAAP consolidated financials

2013

€12.0M Fixed rate 5.50% 2013-2018 (bullet) Listed on ExtraMOT PRO market

1st bond fully

subscribed

€16.75M bond out at 12/15

Orizzonte SGR

1st Minibond – Issue date: 20/12/2013

Bond Issues

Subscriptions

Repayments

€31.75M bond out at 09/16

2014 2015 2016 2017 2018 2019-2020 2020-2025

No debt repayments

€4.75M Fixed rate 4.25% 2015-2025 (amortizing) Not listed

2nd Minibond – Issue date: 29/12/2015

€15.0M Fixed rate 4.30% 2016-2023 (amortizing) Listed on ExtraMOT PRO market

3rd Minibond - Issue date: 01/06/2016

30

Moving to MTA STAR 5

31

M&A potential

The Company is currently evaluating a number of potential acquisitions in different business. The main drivers for selecting future M&A deals are:

«Virtual care» outside hospital (with strong link with social care services)

Direct Italian competitors (i.e. acquisitions in line with market concentration process)

Offer increase within the services offered in the hospital

High tech start up companies (i.e. “outsourcing” of R&D)

International opportunities (e.g. South America for IT services and EU for logistic and automation)

32

Moving to MTA STAR

Dividend policy

Payout ratio ~50% consistent with GPI’s past dividends

Value creation

Full global company

Best-in-practice corporate governance and management incentive scheme

From to

2017

33

Annex

34

Transaction structure

Lock-up agreement GPI shareholders (FM Srl and Orizzonte SGR) have a lock-up obligation for 28 months, pari passu with the Promoters

Additional provisions

Earn out mechanism: up to 550,000 “remedy shares” will be made available to CFP1 shareholders by FM, if future performance is below certain thresholds:

2016 EBITDA <€21.7M, 2016 Net income < €5.9M, 2017 EBITDA <23.0M Conversion of GPI’s shares pre merger into n. 10,000,000 multiple vote shares

Transaction structure Exchange share ratio 1 to 1 (@€10 per share) Reverse merger of CFP1 into GPI

Governance The Board will be composed of 7 members, o/w 5 appointed by FM and 2 by CFP1

Use of CFP1 cash Up to €51.1M in CFP1’s escrow account will be used for a capital increase of GPI No debt repayment

GPI valuation: €100M

35

Transaction structure - Assuming share price at €10, excluding warrant exercise

Indicative evolution of shareholders structure (% on share capital)

60.0%

33.1%

4.7%

1.5%

0.7%

FM Srl

Market

Orizzonte SGR

Promoters (ord.)

Promoters (spec.)

66.8%

25.8%

5.3%

1.5%

0.6%

FM Srl

Market

Orizzonte SGR

Promoters (ord)

Promoters (spec)

New

GPI

pos

t Mer

ger

(ass

umin

g 0%

rede

mpt

ion)

New

GPI

pos

t Mer

ger

(ass

umin

g 30

% re

dem

ptio

n)

73.1%

20.2%

5.8%

0.9%

0.0%

FM Srl

Market

Orizzonte SGR

Promoters (ord.)

Promoters (spec.)

77.9%

15.0%

6.2%

0.9%

0.0%

FM Srl

Market

Orizzonte SGR

Promoters (ord)

Promoters (spec)

New

GPI

pos

t Mer

ger

(ass

umin

g 0%

rede

mpt

ion)

New

GPI

pos

t Mer

ger

(ass

umin

g 30

% re

dem

ptio

n)

Indicative evolution of shareholders structure (% on voting capital)

36

Process timetable

BoD and announcement

Roadshow

Record date for the EGM

5 September

28-29 September

7 October

EGM date 19 October

Envisaged closing By the end of 2016

Equity Research publication 7 October

37

Promoters

CFP1 team

Marco Fumagalli

Director

Past experience:

Capital markets for Centrobanca (13 years), working on deals on mid-size d companies in diversified industries

Active as advisor for the first wave of Italian SPACs

Vast experience in the structuring of M&A deals

Antonio Perricone

Director

CEO of Amber Capital Italia SGR;

Past experience:

Partner of BS Investimenti (15 years), one of the leading private equity fund in Italy;

Deals managed: Polybox, Guala Closures, Salmoiraghi & Viganò, Logic Control, Carapelli, Quidnovi, Segesta, Ducati;

Previously working in investment banking in Europe and in the USA

Massimo Capuano

Director

President of IW Bank, second Italian broker by volumes;

Past experience:

CEO of Centrobanca, corporate & investment bank of the UBI Banca Group;

CEO of Borsa Italiana (12 years)

Senior Partner McKinsey within the FIG and ICT practice (12 years)

Previous experience in ICT (8 years)

Alessandra Bianchi

Attorney and secretary of the Board of Directors

Buy-side analyst and private equity portfolio manager at Amber Capital Italia SGR

Past experience:

Investment manager at BS Investimenti SGR (5 years)

Senior analyst at Interbanca SpA – M&A and equity capital market department (5 years)

38

Promoters Massimo Capuano, Antonio Perricone, Marco Fumagalli, Alessandra Bianchi

Offer size €51.1M

Target Company Mid-sized Italian companies with an Equity Value in the range of €120M and €200M

Offered shares

5.110.000 cat. A shares at €10 per share. N.2 Warrants each n.10 cat. A shares at IPO, n.3 additional Warrants each n.10 cat. A shares at the business combination if still shareholders at Business Combination. Shares and Warrants separately negotiated.

Share classes Cat. A: ordinary shares, offered to investors, listed on AIM Italia market Cat. B: deferred shares to be subscribed by Promoters, not listed. Equity subscribed by Promoters will fund IPO costs and fees, other listing and post IPO costs.

Offer terms (1/2)

Listing Market AIM Italia. Following the Business Combination, Mercato Telematico Azionario (MTA) – STAR Segment

Escrow Account The 100% of the capital raised at IPO will be put into an Escrow Account: interest income will serve to fund the operating expenses of the company

Target company selection period (maximum) 24 months, time limit for the BoD to approve the business combination

Capital at risk Promoters / Corner

Investors 3% of the capital raised (153.300 shares @ 10€)

Return for Promoters (in case of Business

Combination approval)

N. 1 cat. B share conversion in n. 6 cat. A share as follows: 25% of cat.B shares at Business Combination; 35% if the price of cat. A shares equals/exceeds €11 within 28 months after the Business Combination; 40% if the price of cat. A shares equals/exceeds €12 within 28 months after the Business Combination; The market price of the cat. A shares should be above the thresholds for a minimum of 15 days in a 30 days

negotiation period.

39

Promoters’ lock-up

Offer terms (2/2)

12 months starting from the conversion of each tranche of cat.B shares into cat.A shares

Warrant

• Investors receive 2 warrants cashless each 10 cat.A shares at IPO and additional 3 warrants each 10 cat.A if still shareholders at Business Combination;

• Up to 2.5M warrants, listed on the AIM Italia market. Promoters do not receive warrants;

Exercise period: 5 years since approval of the Business Combination. Acceleration event (within 30 days): in case the average monthly price of cat.A shares exceeds the trigger price of €13.3 in the previous month;

Subscription price of conversion shares: determined by the BoD post Business Combination in the range between 0€ (cashless) and 9.50 € (standard) implying a variable subscription ratio

Subscription ratio:

(cat. A shares price − 9,5 €)(cat. A shares price− Excercise price)

At acceleration (13,3€) in the range between 0,2857€ (cashless) and 1€ (standard)