Seri Industrial S p A : Signed Agreement for the Acquisition of 98% of INDUSTRIA ITALIANA AUTOBUS S.p.A.

MUNICATOTAMPA

PRESS RELEASE

Seri Industrial S.p.A.:

Signed Agreement for the Acquisition of 98% of INDUSTRIA ITALIANA AUTOBUS S.p.A.

San Potito Sannitico, June 19, 2024 -Seri Industrial S.p.A. (the "Company") announces that today it has signed an agreement with Invitalia S.p.A. and Leonardo S.p.A. (jointly, the "Sellers") governing the acquisition of a 98% stake in Industria Italiana Autobus S.p.A. ("IIA") (the "Transaction") to be finalized by June 30, 2024 (the "Execution Date"). Following the Transaction, Invitalia will hold a 2% stake in IIA.

IIA is an Italian company that produces public transport vehicles under the Menarinibus brand.

Entering IIA's share capital will enable Seri Industrial to create the first fully vertically integrated European player: from the procurement and processing of raw materials, through the production of lithium cells and battery systems, to the design and production of electric vehicles (already in-house at IIA) and the recycling of end-of-life batteries.

The electrification of public transport is one of the fundamental goals in the European energy transition, and the ability to control the entire supply chain will provide the Group with a significant competitive advantage both in terms of cost and technology in the medium term.

The main synergy will consist in the integration of the lithium cells produced in the Teverola cluster by FIB S.p.A. (a subsidiary of Seri Industrial) into the vehicles manufactured by IIA with a cell-to-vehiclebattery pack process that involves direct integration into the body floor of the vehicle designed by IIA.

The agreement provides that the acquisition of 98% of IIA's share capital by Seri Industrial will take place through an initial capital increase, after the Sellers reset and reconstitute the share capital, followed by the transfer of shares from the Sellers to Seri Industrial.

More specifically, on the Execution Date, the Sellers and Seri Industrial will subscribe to a capital increase, also through equity reserves and financial credits, aimed at covering past losses and providing the company with adequate capitalization to support the industrial relaunch plan.

In this context, the contribution of Seri Industrial will amount to 50 million euros, to be allocated to the development of electric technology and the integration of the platform with lithium batteries, a technology that its subsidiary FIB is already developing.

Finally, the Sellers will transfer the remaining shares they own to Seri Industrial at no additional cost, thus bringing the latter to hold 98% of IIA's capital. The remaining 2% will be held by Invitalia. The agreement also provides for earn-out mechanisms in favor of the Sellers, linked to the earnings of IIA during the five-year period from 2024 to 2029.

In the end, on the Execution Date, Invitalia and Seri Industrial will enter into a shareholders' agreement (the "Agreement") with a duration of five years, aimed at regulating the appointment of a director and a statutory auditor by Invitalia, as well as requiring, for certain shareholder and board resolutions, the favorable vote of Invitalia or its representative appointed to the administrative body. The Agreement will also provide for a joint sale obligation of the shares held in IIA, triggered under predetermined conditions, for a consideration to be determined based on IIA's net asset value. Additionally, the Agreement will grant Invitalia a Put option, allowing, from the 13th month after the Execution Date, the right to sell its entire stake in IIA to Seri Industrial at a price that will take into account any amounts eventually paid by Invitalia into IIA as equity or quasi-equity up to the date of the share transfer.

Based on data derived from the draft financial statements for the financial year 2023, currently under approval, the production value of IIA is estimated to be approximately 57 million euros. The difference between production value and costs is approximately negative 56 million euros, with a net loss of around 63 million euros, which will be fully covered as part of the recapitalization operation described above.

The financial resources available to IIA following the Transaction amount to approximately 66 million euros, following the collection of the capital increase by the Sellers,without considering the contribution of Seri Industrial.

Finally, on the Executive Date, gross financial debts are estimated to be 55 million euros, of which 35 million euros are owed to the Sellers, repayable in installments with the final payment due on December 31, 2027. These will be subject to an autonomous first demand guarantee by Seri Industrial and its parent company SE.R.I. S.p.A. Following the capital increase and the waiver of financial credits, taking into account financial debts, the net financial position will be positive for approximately euro 60 million.

The agreement thus constitutes a transaction with main relevance related parties1 pursuant to Consob Regulation No. 17221/2010 (the "Regulation") and the procedure approved by the Company, as it involves a commitment by the parent company SE.R.I. S.p.A. ("SERI")2, together with the Company, to guarantee the repayment of the credit for the settlement of the above-mentioned debt and to hold the Sellers harmless and free from the obligations arising from the agreement.

The favorable opinion on the interest in carrying out the transaction, on the convenience and substantive correctness of the related conditions was rendered by an alternative oversight body performing the functions of the OPC Committee. The Board of Directors, after the opinion of the alternative oversight body, unanimously authorized the completion of the aforementioned transaction (including the independent directors), with the abstention of Vittorio Civitillo, Andrea Civitillo, and Marco Civitillo.

The Company will publish the information document within the terms provided by the OPC Regulation.

In the context of the Transaction, the Company is assisted by Mediobanca as financial advisor, and by the law firm Brancadoro Mirabile as legal advisor.

1 The transaction constitutes a "transaction of greater significance" as it exceeds the consideration index provided for by applicable laws and regulations.

2 SERI is a related party, as it holds approximately 56.368% of the share capital of Seri Industrial. SERI is 50.60% owned by Vittorio Civitillo and 49.40% owned by Andrea Civitillo. Additionally, Vittorio Civitillo serves as the Sole Director of SERI. Finally, Vittorio Civitillo holds shares in Seri Industrial corresponding to approximately 0.099% of the Issuer's share capital.

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Seri Industrial S.p.A. is a company listed on the EXM market of Borsa Italiana. Seri Industrial's mission is to accelerate the energy transition to sustainability and decarbonisation.

The Group operates through two companies: (i) Seri Plast, active in the processing of plastic materials for the battery market, automotive, packaging and thermo-sanitary sector; (ii) FIB, active, through the FAAM brand, in the production and recycling of lead and lithium batteries for traction, industrial, storage and military applications, as well as in the design of plants for the recycling of batteries.

For further information:

Investor Relator

Marco Civitillo

E-mail:[e-mail]

Tel. [phone]

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