VAM Investments SPAC B : Merger Proposal

MERGER PROPOSAL / FUSIEVOORSTEL / PROGETTO

DI FUSIONE

Dated 25 June 2024 / gedateerd 25 juni 2024 / in data 25 giugno 2024

VAM Investments Group S.p.A.

and / en / e

VAM Investments SPAC B.V. in liquidatie

This merger proposal (the "Merger Proposal") is drawn up on 25 June 2024 by:

1. the board of directors of VAM Investments Group S.p.A., a joint stock company (Società per Azioni) under the laws of Italy, having its registered office at Via Alessandro Manzoni 3, 20121 Milan, Italy, registered with the Companies' Registry of Milan under number 09453410962 (the "Acquiring Company"); and
2. the liquidators of VAM Investments SPAC B.V. in liquidatie, a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) under the laws of the Netherlands, in the process of liquidation, having its official seat (statutaire zetel) in Amsterdam, the Netherlands, and its office at Via Alessandro Manzoni 3, 20121 Milan, Italy, registered with the Dutch Trade Register under number 82465207 (the "Disappearing Company"),

the Acquiring Company and the Disappearing Company jointly, the "Merging Companies".

BACKGROUND

1. The board of directors of the Acquiring Company and the liquidators of the Disappearing Company, to the extent required acting as the board of the Disappearing Company, (jointly, the "Boards") propose to effect a cross-border merger (the "Merger") within the meaning of Title II, Chapter II of the Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017 relating to certain aspects of company law (codification), on cross- border mergers of limited liability companies, as amended by the Directive (EU) 2019/2121 of the European Parliament and of the Council of 27 November 2019, as implemented in the Netherlands in Book 2, Title 7, of the Dutch Civil Code ("DCC"), and as implemented in Italy with the Legislative Decree No. 19 of 2 March 2023 (the "ILD"), as a result of which:
2. 1. the Acquiring Company will acquire the assets and liabilities (vermogen) of the Disappearing Company and succeed in all legal relationships of the Disappearing Company under universal title of succession (onder algemene titel);
   2. the Disappearing Company will cease to exist; and
   3. the Acquiring Company will grant newly issued shares in its capital to the shareholders of the Disappearing Company (except for the Acquiring Company and the Disappearing Company with respect to shares held in its own capital).
3. The Disappearing Company is a special purpose acquisition company and was incorporated for the purpose of effecting a merger, demerger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination with, or acquisition of, a business or company (a "Business Combination"). Despite extensive efforts, the (extended) deadline for achieving a Business Combination has expired and consummation of a Business Combination is no longer achievable. Further to and in accordance with the shareholder circular relating to the tender offer buyback and proposed dissolution and delisting of the Disappearing Company dated 5 December 2023, the Disappearing Company has decided to proceed with the Merger, which has the following advantages:
4. 1. the Merger avoids the complexities and delays associated with liquidating the Disappearing Company: more specifically, while the Merger is envisaged to be completed by November 2024, a potential liquidation of the Disappearing Company could extend into the second half of 2025;

1. 1. the Merger streamlines the ownership structure and simplifies processes, leading to cost savings in management and procedures compared to a full liquidation of the Disappearing Company; and
   2. the Disappearing Company's efforts in target identification translate to valuable knowledge and expertise on potential acquisition targets. This includes market research, due diligence, and established relationships, all of which will benefit the Acquiring Company as a result of the Merger.
2. The liquidators of the Disappearing Company have now considered a cross-border merger between the Disappearing Company and the Acquiring Company to be the most suitable structure to achieve that the Disappearing Company ceases to exist.
3. The Acquiring Company holds more than 90%, but not all, of the issued and outstanding share capital of the Disappearing Company. Although simplified formalities could be applied to the Merger under Italian law in this scenario, a merger report (as so required by the DCC) and an expert report for each of the Merging Companies will be prepared in relation to the Merger in accordance with Article 38, paragraph 4, of the ILD.

PREAMBLE

1. The Merging Companies are entitled to merge within the meaning of Section 2:308, subsection 3, in conjunction with Sections 2:309, 2:310 and 2:333c DCC.
2. No depositary receipts for shares in the capital of the Disappearing Company have been issued.
3. No persons hold any right of pledge and/or usufruct relating to shares in the capital of the Disappearing Company and the Acquiring Company.
4. The Acquiring Company has not been dissolved, and no resolution has been adopted to dissolve the Acquiring Company, nor has any request thereto been filed. The Disappearing Company is in the process of liquidation, provided that, in accordance with Section 2:310, subsection 2, DCC, no liquidation distributions have nor will be made until the Effective Date (as defined below).
5. The Disappearing Company has not received any notice from the Dutch Chamber of Commerce under Section 2:19a DCC.
6. The Merging Companies have not been declared bankrupt, nor have they been granted a suspension of payments, nor have any requests thereto been filed, nor are the Merging Companies subject to insolvency proceedings as referred to in the EU Insolvency Regulation (number 2015/848 of 20 May 2015 in conjunction with number 2021/2260 of 15 December 2021).
7. The Disappearing Company has no supervisory board. The Acquiring Company has a board of statutory auditors (collegio sindacale) in charge also of the auditing of the financial accounts of the Acquiring Company.
8. None of the Merging Companies and their subsidiaries has a works council within the meaning of the Dutch Works Council Act (Wet op de ondernemingsraden) and there are no employees' associations with employees of the Merging Companies or their subsidiaries among their members.

1. The shares in the capital of the Disappearing Company will be cancelled (vervallen) on the Effective Date in connection with the Merger. The Acquiring Company will not cancel any shares in its share capital in connection with the Merger.

MERGER DATA

Data to be mentioned pursuant to the DCC, the ILD and the Italian Civil Code (the "ICC"):

1 Type of legal entity, name, registered office and/or official seat of the Merging Companies

(2:312, subsection 2, letter a, and 2:333d, letter a, DCC, Article 19, paragraph 1, letter a) of the ILD and Article 2501-ter, paragraph 1, no. 1), of the ICC)

1. The Acquiring Company is a joint stock company (Società per Azioni) under the laws of Italy, having its registered office at Via Alessandro Manzoni 3, 20121 Milan, Italy, registered with the Companies' Registry of Milan under number 09453410962.
2. The Acquiring Company has a share capital of EUR 452,534.00, divided into 452,534 shares, with a nominal value of EUR 1.00 each. The share capital of the Acquiring Company is fully paid up.
3. The Acquiring Company will change neither its legal form, nor its company name, nor its registered office prior to the Effective Date.
4. The Disappearing Company is a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) under the laws of the Netherlands, in the process of liquidation, having its official seat (statutaire zetel) in Amsterdam, the Netherlands, and its office at Via Alessandro Manzoni 3, 20121 Milan, Italy, registered with the Dutch Trade Register under number 82465207.
5. The Disappearing Company has a share capital of EUR 1,262,908.20, divided into:
6. 1. 101,032,656 ordinary shares, with a nominal value of EUR 0.01 each;
   2. 5,258,164 founder shares, with a nominal value of EUR 0.01 each; and
   3. 1 founder share F1, with a nominal value of EUR 200,000.00.

The share capital of the Disappearing Company is fully paid up.

2 Articles of association of the Acquiring Company

(2:312, subsection 2, letter b, DCC and Article 2501-ter, paragraph 1, no. 2) of the ICC)

1. The articles of association of the Acquiring Company (the "Articles") will be amended in connection with the Merger to reflect the capital increase instrumental to the granting of newly issued shares in the Acquiring Company to the shareholders of the Disappearing Company other than the Acquiring Company.
2. The Articles as they currently read and as they will read after the amendment in connection with the Merger are attached to this Merger Proposal as Annex 1and Annex 2, respectively.

3 Specific methods regarding entitlement to profits (Article 19, paragraph 1, letter b) of the ILD)

None.

1. Rights to be given and compensations to be paid by the Acquiring Company to the shareholders entitled to special rights or to holders of financial instruments other than shares
   (2:312, subsection 2, letter c, DCC, Article 19, paragraph 1, letter c), of the ILD and Article 2501-ter, paragraph 1, no. 8 of the ICC)
   As there are no persons who, in any other capacity than as shareholder, have special rights against the Disappearing Company, such as rights to a distribution of profits or to subscribe for shares, no special rights or compensations will be granted at the expense of the Acquiring Company.
2. Potential preferential treatment for special categories of shareholders or holders of instruments other than shares
   (Article 2501-ter, paragraph 1, no. 7) of the ICC)

5.1 With respect to the Disappearing Company, upon the liquidation of the Disappearing Company in the event that the board of directors of the Disappearing Company has proposed to dissolve the Disappearing Company before completion of a Business Combination, any balance remaining after payment of the debts of the dissolved Disappearing Company shall be transferred to the shareholders of the Disappearing Company in the following order of priority:

1. firstly, the repayment of the nominal value of each ordinary share in the capital of the Disappearing Company to the holders of such ordinary shares pro rata to the number of the respective ordinary shares held by them;
2. secondly, an amount per ordinary share in the capital of the Disappearing Company to the holders of such ordinary shares equal to the share premium amount that was included in the subscription price on the initial issuance of such ordinary shares, plus or minus the pro rata share of any interest accrued or incurred on the Disappearing Company's escrow account with Servizio Italia S.p.A.;
3. thirdly, the repayment of the nominal value of each founder share in the capital of the Disappearing Company to the holders of such founder shares pro rata to the number of founder shares held by each of them;
4. fourthly, the repayment of the paid-up part of the nominal value of the founder share F1 in the capital of the Disappearing Company plus the balance of the profit reserve founder share F1 held by the Disappearing Company for the exclusive benefit of the holder of the founder share F1, to the holder of the founder share F1; and
5. finally, the distribution of any liquidation surplus remaining to the holders of founder shares pro rata to the number of founder shares held by each of them.

The articles of association of the Disappearing Company also provide for the following administrative rights:

1. the corporate body comprising of the holders of the founder shares in the capital of the Disappearing Company has the right to appoint all directors of the Disappearing Company except one. That one director of the Disappearing Company shall be appointed by the general meeting of the Disappearing Company on the binding nomination of the corporate body comprising the founder shares; and

1. 1. each ordinary share and each founder share in the capital of the Disappearing Company confers the right to cast one vote in the general meeting of the company, while the founder share F1 in the capital of the Disappearing Company confers the right to cast four votes in the general meeting for each founder share issued and outstanding at the date of the relevant general meeting of the Disappearing Company.
2. With respect to the Acquiring Company, the holders of the participating financial instruments issued by the same company (the "PFIs") benefit from the rights provided for in the respective regulations attached to the Articles.
3. Other than as set out above, there are no special categories of shareholders of the Merging Companies designated to benefit from a preferential treatment, nor any preferential treatment is envisaged in favour of the holders of the financial instruments issued by the Acquiring Company in connection with the Merger.

1. Benefits (to be) granted to the experts examining this Merger Proposal or to the members of the administrative, management or supervisory bodies of the Merging Companies or to third parties in connection with the Merger
   (2:312, subsection 2, letter d, DCC, Article 19, paragraph 1, letter d), of the ILD and Article 2501-ter, paragraph 1, no. 8) of the ICC)
   None.
2. Intentions with regard to the composition of the board of directors and supervisory board of the Acquiring Company after the Merger
   (2:312, subsection 2, letter e, DCC and Article 19, paragraph 1, letter i), of the ILD)
   There is currently no intention to change the composition of the board of directors and the board of statutory auditors of the Acquiring Company after the Merger.
3. Date as per which the financial data of the Disappearing Company will be accounted for in the annual accounts of the Acquiring Company
   (2:312, subsection 2, letter f, DCC and Article 2501-ter, paragraph 1, no. 6) of the ICC)

1. The financial data of the Disappearing Company will be accounted for in the annual accounts of the Acquiring Company as from 1 January 2024 (the "Accounting Effective Date") and the last financial year of the Disappearing Company will therefore end on 31 December 2023.
2. As from the Accounting Effective Date, all acts and transactions of the Disappearing Company will be deemed to be carried out for the account and risk of the Acquiring Company.

9 Proposed measures in connection with the conversion of shareholding of the Disappearing Company

(2:312, subsection 2, letter g, DCC and Article 2501-ter, paragraph 1, no. 3) of the ICC)

The shareholders of the Disappearing Company (with the exception of the Acquiring Company and the Disappearing Company with respect to shares held in its own capital) will be granted newly issued shares in the Acquiring Company and thus become shareholders of the Acquiring Company as a result of the Merger, subject to, and in accordance with, the Exchange Ratio (as defined below).

1. Intentions regarding continuation or termination of activities
   (2:312, subsection 2, letter h, DCC and Article 19, paragraph 1, letter i), of the ILD)
   The activities of the Disappearing Company will be continued by the Acquiring Company.
2. Approval of the resolutions to effect the Merger
   (2:312, subsection 2, letter i, and 2:317 DCC, Article 24 of the ILD and Article 2501 of the ICC)

1. This Merger Proposal has been approved by the board of directors of the Acquiring Company on 25 June 2024 and will be submitted to the shareholders' meeting of the Acquiring Company for approval.
2. The general meeting of the Disappearing Company will adopt the resolution to effect the Merger. The liquidators of the Disappearing Company declare by signing this Merger Proposal to issue a positive advice to the general meeting for the resolution to effect the Merger in accordance with this Merger Proposal, in implementation of their right to cast an advisory vote as referred to in Section 2:227, subsection 7, DCC.
3. No other approvals are required from any corporate body of the Merging Companies or any third party.

12 Information on the valuation of assets and liabilities transferred to the Acquiring Company and consequences of the Merger for the size of the goodwill and the distributable reserves of the Acquiring Company

(2:312, subsection 4, and 2:333d, letter d, DCC and Article 19, paragraph 1, letter g), of the ILD)

1. The Merger will be carried out ensuring continuity of accounting values (in continuità di valori contabili). As a result, all assets and liabilities of the Disappearing Company will be recorded at book value and any merger surplus (avanzo di fusione) will be allocated to a specific equity reserve for merger surplus (riserva per avanzo di fusione). The Merger is envisaged not to have any impact on the goodwill nor on the distributable equity of the Acquiring Company.
2. The valuation of the assets and liabilities of the Disappearing Company that will transfer to the Acquiring Company pursuant to the Merger was done on the basis of the historic cost convention, unless presented otherwise in the annual accounts of the Disappearing Company for the financial year ended 31 December 2023.

13 Share exchange ratio and amount of possible additional cash payments

(2:326, letter a, and 2:333g DCC and Article 2501-ter, paragraph 1, no. 3), of the ICC)

1. Based on the annual accounts for the financial year of the Acquiring Company ended on 31 December 2023, the value of each share in the capital of the Acquiring Company is equal to EUR 4.186 (rounded downwards to three decimal places). Based on the annual accounts and the articles of association of the Disappearing Company the value of each issued and outstanding ordinary share in the capital of the Disappearing Company is equal to EUR 10.357 (rounded downwards to three decimal places).
2. With due observance of the value of the shares in the capital of the Merging Companies set out in paragraph 13.1 above, the exchange ratio has been determined at five shares in the capital of the Acquiring Company, with a nominal value of EUR 1.00 each, in exchange for

each two issued and outstanding ordinary shares in the capital of the Disappearing Company held by an individual shareholder (other than any issued and outstanding ordinary share held by the Acquiring Company), with a nominal value of EUR 0.01 each (the "Exchange Ratio"). If an individual shareholder holds a number of ordinary shares in the capital of the Disappearing Company that would result in that shareholder being entitled to a fractional number of shares in the capital of the Acquiring Company when applying the Exchange Ratio, the number of shares in the capital of the Acquiring Company to be received by that shareholder upon completion of the Merger will be rounded up to the nearest integer without that shareholder being required to make any additional payment. For the avoidance of doubt, based on the application of the Exchange Ratio and the round-up mechanism provided for in this paragraph, an individual shareholder holding only one ordinary share in the capital of the Disappearing Company would be entitled to receive three shares in the capital of the Acquiring Company.

1. Only 101 issued and outstanding ordinary shares in the capital of the Disappearing Company are currently held by other shareholders than the Acquiring Company (the "Other Shareholders").
2. The Acquiring Company will not grant any shares in its capital in exchange for shares in the capital in the Disappearing Company held by the Acquiring Company, which includes all of the founder shares and the founder share F1 in the capital of the Disappearing Company, and therefore no exchange ratio for the founder shares and the founder share F1 has been included in this Merger Proposal.
3. In connection with, and for the purposes of, the Merger, the Acquiring Company will increase its corporate capital with a maximum amount of EUR 1,047.00, of which a maximum amount of EUR 303.00 will be allocated to the nominal value and a maximum amount of EUR 794.00 will be allocated to share premium, by issuing a maximum of 303 new shares, with a nominal value of EUR 1.00 each.
4. Considering that, as of the date of this Merger Proposal, the identity and number of the Other Shareholders, as well as the exact allocation of the 101 outstanding ordinary shares of the Disappearing Company mentioned under Paragraph 13.3 above among them, are not known, the amount of the corporate capital increase to be resolved upon by the Acquiring Company, as well as the number of the new shares of the Acquiring Company to be issued in favour of the Other Shareholders for the purposes of the Merger have been determined assuming that there are 101 Other Shareholders, each holding one of said shares.

14 Effective date for the entitlement to profits of the Acquiring Company and any special conditions affecting such entitlement

(2:326, letter b, DCC, Article 19, paragraph 1, letter b), of the ILD and Article 2501-ter, paragraph 1, no. 5), of the ICC)

As per the Effective Date, the shareholders of the Disappearing Company who are granted shares in the Acquiring Company as part of the Merger will be entitled to profits of the Acquiring Company in proportion to their shareholding in the Acquiring Company, but subject to the rights of the holders of PFIs as specified in the Articles and the terms and conditions of the PFIs attached to the Articles.

1. Cancellation of shares
   (2:326, letter c, DCC and Article 19, paragraph 1, letter i), of the ILD)
   The Acquiring Company will not cancel any shares in the capital of the Acquiring Company as part of the Merger.
2. Consequences for shareholders of shares without voting rights or shares without profit rights
   (2:326, letters d through f, DCC and Article 2501-ter, paragraph 1, no. 7), of the ICC)
   The Disappearing Company has no shares without voting rights or shares without profit rights.
3. Anticipated effects of the Merger on employment
   (2:333d, letter b, DCC and Article 19, paragraph 1, letter f), of the ILD)
   The Disappearing Company had two employees until 16 January 2024. The Merger will have no impact on the Acquiring Company's employees and their employment relationships will continue under the same terms and conditions as those applicable at the date of this Merger Proposal. Therefore, the Merger has no effect on employment.
4. Information about the procedure for adopting arrangements for employee participation
   (2:333d, letter c, and 2:333k DCC and Article 19, paragraph 1, letter e), of the ILD)
   Under Article 39 of the ILD, arrangements for the employee participation shall be put in place when at least one of the Merging Companies: (i) adopts an employee participation regime; or (ii) has had, during the six months preceding the publication of the Merger Proposal, an average number of employees equal to 80% of the minimum number of employees triggering the requirement of employee participation arrangements under the law governing one of the Merging Companies. Neither of the two conditions is met as (a) neither the Acquiring Company nor the Disappearing Company adopts an employee participation regime and (b) the average number of employees of the Disappearing Company and the Acquiring Company, respectively, in the past six months has been less than 80 and therefore lower than 80% of the threshold for employee participation set forth in Section 2:333k DCC. Therefore, no procedure for adopting arrangements for employee participation applies to the Merger.
5. Reference dates of the financial statements of the Merging Companies used to stipulate the conditions of the Merger
   (2:333d, letter e, DCC and Article 19, paragraph 1, letter h), of the ILD)
   The annual accounts of the Acquiring Company for the financial year ended on 31 December 2023 and the annual accounts of the Disappearing Company for the financial year ended on 31 December 2023 were used to set the terms of the Merger and this Merger Proposal.
6. Description of the compensation for a share
   (2:333d, letter f, and 2:333h DCC and Article 19, paragraph 1, letter i), of the ILD)

20.1 The Acquiring Company, acting in its capacity as a shareholder of the Disappearing Company, has confirmed to vote in favour of the Merger in accordance with this Merger

Proposal in respect of all shares in the capital of the Disappearing Company held by the Acquiring Company.

1. Shareholders of the Disappearing Company who will vote against the Merger in accordance with this Merger Proposal may, within one month from the date of the resolution to effect the Merger, request compensation in the amount of EUR 10.357 per share in the Disappearing Company held by that Shareholder (the "Compensation Amount"). The Compensation Amount equals (i) the repurchase price per ordinary share in the capital of the Disappearing Company validly repurchased under the tender offer buybacks launched on 5 December 2023 and (ii) the amount to which each holder of ordinary shares would have been entitled in the context of a final liquidation distribution of the Disappearing Company. The Compensation Amount may be subject to Italian withholding tax depending on the nature and tax residence of the shareholders. The shares to which the request relate shall be cancelled upon the Merger becoming effective and as a result, these shareholders will not be granted shares in the Acquiring Company.
2. The request for compensation can be submitted to [e-mail]. Further information on the process of filing a claim for compensation is laid down in paragraph 17 of the merger report prepared by the Boards in connection with the Merger.
3. The Disappearing Company has no shares without voting rights.

21 Safeguards offered to creditors

(2:333d, letter g, DCC and Article 19, paragraph 1, letter n), of the ILD)

1. Pursuant to Sections 2:316 and 2:333ha DCC and Article 28 of the ILD, respectively, each creditor of the Merging Companies can raise objections to this Merger Proposal (i) with the competent Dutch court and in accordance with the laws of the Netherlands within three months after the later of (a) the announcement in the Dutch State Gazette (Staatscourant) of the filing of this Merger Proposal and (b) the registration of the Merger Proposal with the Companies' Register of Milan (Italy), and (ii) with the competent Italian court and in accordance with the laws of Italy within 90 days after the later of (a) the announcement in the Dutch State Gazette (Staatscourant) of the filing of this Merger Proposal and (b) the registration of the Merger Proposal with the Companies' Register of Milan (Italy).
2. Further information on the procedures for the exercise of the rights of creditors of the Merging Companies is attached to this Merger Proposal as Annex 3.

22 Proposed indicative timetable for the Merger

(2:333d, letter h, DCC and Article 19, paragraph 1, letter o), of the ILD)

1. The documents referred to in Sections 2:314, subsection 1, 2:328, subsection 1, and 2:333e, subsection 2, DCC will be deposited at the Dutch Trade Register by electronic means.
2. This Merger Proposal will be filed with the Companies' Register of Milan (Italy) by electronic means pursuant to Article 20 of the ILD.
3. The documents referred to in Sections 2:314, subsection 2, and 2:328, subsection 2, DCC, the merger report pursuant to Article 21 of the ILD, the expert's report to the Merger pursuant to Article 22 of the ILD and the documentation referred to in Article 2501-septies of the ICC will be deposited at the offices of the Merging Companies, pursuant to Article 23 of the ILD and Article 2501-septies of the ICC, and for inspection by the shareholders of the Merging Companies and the other persons referred to in Sections 2:314, subsection 2, and 2:329