Voluntary Tender Offers on all the shares and Warrants of Sourcesense S.p.A. launched by Poste Italiane S.p.A.

The Offers are directed, without distinction and on equal terms, to all holders of Sourcesense S.p.A. shares and Warrants.

The Offers are promoted exclusively in Italy and are addressed, on a non-discriminatory basis and on equal terms, to all holders of the Issuer’s Shares and Warrants as they are traded on Euronext Growth Milan and subject to the disclosure requirements and procedural requirements under Italian law.

In order to participate in the Offers the Share Acceptance Form and/or Warrant Acceptance Form (according to the procedures and methods indicated by the Intermediaries Appointed, including remote acceptance methods) must be signed and duly completed in its entirety, accompanied by the deposit of the Shares and the Warrants with said Intermediary Appointed to Coordinate the Collection of Acceptances.
 
The tendering of shares and/or Warrants may take place on each Trading Day during the Acceptance Period.
 
Whoever intends to tender their shares and/or Warrants to the Offers must be a holder of dematerialized shares or Warrant and must contact their respective intermediary to receive the appropriate instructions to tender to the Offers.
 
Copies of the Acceptance Forms are available on this website in the “Offer Documents” section and on the Global Information Agent’s website, www.morrowsodali-transactions.com.

Shares and/or Warrants can be tendered during each Trading Day comprised in the Offer Acceptance Period, from 8:30 (CET) to 17:30 (CET).

The Acceptance Period began on September 12, 2022 and will end on October 14, 2022 (included), unless extended.

The tendering of shares and/or Warrants to the Offers by holders of Shares and Warrants (or their representatives who have the authority to do so) are irrevocable, except as provided in Article 44, paragraph 7 of the Issuers' Regulations, which expressly provides for the revocability following the publication of a competing offer.

Consequently, as a result of tendering to the Offers, it will not be possible to cede or otherwise dispose of the Shares and Warrants for as long as they remain bound to service the Offers, except in the cases of revoking permitted by current regulations to join competing offers, pursuant to Article 44 of the Issuers' Regulations.

The Offeror will pay a consideration of Euro 4,20 for each share tendered to the Offer on Shares (the "Share Offer Consideration").

The Offeror will pay a consideration of Euro 0,78 for each Warrant tendered to the Offer on Warrants (the "Warrant Offer Consideration" and, together with the Share Offer Consideration, the "Considerations").

It should be noted that the Warrant Offer Consideration is equal to the intrinsic value of the Warrants calculated based on the following formula: (Share Offer Consideration – Warrant exercise price equal to the exercise price related to the exercise period of the year 2022 equal to Euro 2.64) / conversion ratio.

The above Considerations are exclusive of stamp duties, where due, and commissions, costs and expenses, which will be borne by the Offeror, while the substitute tax on capital gains, where due, will be borne by those adhering to the Offers.

The payment date of the Offer Considerations to the holders of the Shares and/or Warrants tendered to the Offers, with the simultaneous transfer of ownership of such Shares and Warrants, will be October 21, 2022 (the "Payment Date"), unless extended.

In case of the Reopening of the Terms, the Offeror will pay the Shares Offer Consideration to each Shareholder who tendered its shares during the Reopening of the Terms the fifth Trading Day following the end of the Reopening of the Terms and, therefore, unless extended, November 4, 2022 (the “Payment Date at the End of the Reopening of the Terms”).

In the event that Shares and/or Warrants are not tendered to the Offers, the following alternative scenarios will manifest for the Issuer’s shareholders and holders of Warrant:

SCENARIOS REGARDING THE OFFER ON SHARES

(A) Acquisition of a shareholding less than or equal to 90% of the Issuer’s share capital
If – as a consequence of the Offer on Share – the Shares Threshold Condition does not occur and the Offeror waives such condition (while the Warrant Threshold Condition occurs or the Offeror waives it) and the Offeror – also considering the participation held by the Persons Acting in Concert – comes to hold, as a result of the tendering of shares to the Offer on Shares, by the end of the Acceptance Period (including the extension and/or the Reopening of the Terms) and/or purchases of Shares made by the Offeror and/or by the Persons Acting in Concert outside the Offer on Share, a percentage of 90% or less of the Issuer's share capital, the Offeror will consider whether to waive the Condition on the Share Threshold (90% +1 share) and whether to make a request, pursuant to Article 2367 of the Italian Civil Code, to the Issuer's Board of Directors that an Issuer’s Shareholders' Meeting be convened to resolve on the Delisting of the Shares. In this regard, it should be noted that pursuant to the provisions of the Euronext Growth Milan Regulations, the Delisting of the Shares will have to be approved with at least 90% of shareholder votes gathered at the Meeting.
 
(B) Acquisition of a shareholding greater than 90% but less than 95% of the Issuer’s share capital
If – as a consequence of the Offer on Share – the Shares Threshold Condition occurs (and the Warrant Threshold Condition occurs or the Offeror waives it) and the Offeror – also considering the participation held by the Persons Acting in Concert – comes to hold, as a result of the tendering of shares to the Offer on Share, by the end of the Acceptance Period (including the extension and/or the Reopening of the Terms) and/or purchases of Shares made by the Offeror and/or by the Persons Acting in Concert outside the Offer on Share, a percentage greater than 90% but less than 95%, the Offeror - which has stated that it does not intend to restore a sufficient free float to ensure regular trading-will fulfill the Purchase Obligation pursuant to Article 108(2) of the TUF. In such case, the consideration for the fulfilment of the Purchase Obligation pursuant to Article 108(2) of the TUF will be, alternatively, equal to the Share Offer Consideration, pursuant to Article 108(3) of the TUF or determined in compliance with Article 11-bis.3 of the Issuer’s By-laws.
 
Pursuant to the Euronext Growth Milan Regulations, the tendering of shares to the Offer on Share by shareholders enabling the Offeror to hold - – as a consequence of the Offer on Share, computing all the shareholding held by the Offeror in the Issuer – a number of Shares representing a percentage of the Issuer's share capital in excess of 90% of the Issuer's share capital, will automatically, upon the closing of the Offer on Share, determine the prerequisites for Delisting, without the need for any passage through a shareholders' meeting and/or any other special formality.  As a consequence of the occurrence of the prerequisites of the Purchase Obligation pursuant to Article 108(2) of the TUF, Borsa Italiana will order the delisting of the Shares from trading on Euronext Growth Milan following the Trading Date after the last day for the payment of the consideration of the Purchase Obligation pursuant to Article 108(2) of the TUF, without prejudice to the Joint Procedure indicated below.
 
In such a case, holders of Shares who decide not to participate in the Offer on Share and who have not exercised their right to request that the Offeror purchase their Shares, pursuant to Article 108, paragraph 2, of the TUF, will be holders of financial instruments that are not traded on any multilateral trading facility, resulting in difficulties in liquidating their investment, without prejudice to letter (C) below.
 
(C) Acquisition of a shareholding equal to 95% of the Issuer’s share capital
If – as a consequence of the Offer on Share – the Shares Threshold Condition occurs (and the Warrant Threshold Condition occurs or the Offeror waives it) and the Offeror – also considering the participation held by the Persons Acting in Concert – comes to hold, as a result of the tendering of shares to the Offer on Share, by the end of the Acceptance Period (including the extension and/or the Reopening of the Terms) and/or purchases of Shares made by the Offeror for the fulfilment of the Purchase Obligation pursuant to Article 108(2) of the TUF and/or purchases of Shares made by the Offeror and/or by the Persons Acting in Concert outside the Offer on Share, a percentage at least equal to 95%, the Offeror will exercise the Squeeze-out Right, fulfilling at the same time to the Purchase Obligation pursuant to Article 108(1) of the TUF through the Joint Procedure. In such case, a consideration equal to the Share Offer Consideration, pursuant to Article 108(3) of the TUF, will be paid to shareholders; Borsa Italiana will arrange for the suspension and/or withdrawal of the Shares from trading on Euronext Growth Milan, taking into account the timeframe for the exercise of the Squeeze-out Right.
 

SCENARIOS REGARDING THE OFFER ON WARRANTS

(A) Acquisition of a number of Warrants less than 95% of the Issuer’s issued and outstanding Warrants
If, as a result of the Offer on Warrant, the Offeror – also considering the participation held by the Persons Acting in Concert – comes to hold, as a result of the tendering of Warrants to the Offer on Warrant, by the end of the Acceptance Period (including the extension and/or the Reopening of the Terms) and/or purchases of Warrants made by the Offeror and/or by the Persons Acting in Concert outside the Offer on Warrant, a number of Warrants lower than 95% of the issued and outstanding Warrants of the Issuer, the Offeror will evaluate to waive to the Warrant Threshold Condition (if the Shares Threshold Condition occurred or waived). In such case, if the delisting of the Shares will be achieved, also the Warrants will be revoked from trading being the shares be delisted, pursuant to the Euronext Growth Milan Regulation. In case of Delisting, the holders of Warrants, who have not tendered their Warrants to the Offer on Warrant, will maintain the right, following the conclusion of the Offer on Warrant, to exercise the Warrants and receive Conversion Shares not admitted to trading on Euronext Growth Milan under the terms and conditions set forth in the Warrant Regulations, resulting in difficulty to liquidate their investment, it being understood that there will be no reference price of the Shares with which to compare the exercise price of the Warrants.

(B) Acquisition of a number of Warrants at least equal to 95% of the Issuer’s issued and outstanding Warrants
If, as a result of the Offer on Warrant, the Warrants Threshold Condition occurs (and the Shares Threshold Condition occurs or the Offeror waives it) and the Offeror – also considering the participation held by the Persons Acting in Concert – comes to hold, as a result of the tendering of Warrants to the Offer on Warrant, by the end of the Acceptance Period (including the extension and/or the Reopening of the Terms) and/or purchases of Warrants made by the Offeror and/or by the Persons Acting in Concert outside the Offer on Warrant, a number of Warrants at least equal to 95% of the issued and outstanding Warrants of the Issuer, the Offeror will exercise the Squeeze-out Right. In such case, a consideration equal to the Warrant Offer Consideration, pursuant to Article 11-bis of the Issuer’s By-laws, recalling, on a voluntary basis, Article 111(2), of the TUF; Borsa Italiana will arrange for the suspension and/or withdrawal of the Warrants from trading on Euronext Growth Milan, taking into account the timeframe for the exercise of the Squeeze-out Right.
In the event of Delisting, holders of Warrants who did not participate in the Offer on Warrant will retain the right, subsequent to the completion of the Offer on Warrant, to exercise the Warrants and receive Conversion Shares not admitted to trading on Euronext Growth Milan under the terms and conditions set forth in the Warrant Regulations, resulting in difficulty to liquidate their investment, it being understood that there will be no reference price of the Shares with which to compare the exercise price of the Warrants.

 

The Offer Document and all notices and documents regarding the Offers will be available on the website www.posteitaliane.it and on the Global Information Agent’s website www.morrowsodali-transactions.com.

In addition, the Offer Document, the press releases and all documents related to the Offers are also available for public inspection at:
(i) the registered office of the Offeror, in Rome, Viale Europa, 190;
(ii) the registered office of the Issuer, in Rome, Via del Poggio Laurentino, 9;
(iii) the registered office of the Intermediary Appointed to Coordinate the Collection of the Acceptances, in Milan, Via Filippo Turati, 9;
(iv) on the Issuer’s website www.sourcesense.com. 

The Offeror is Poste Italiane S.p.A., a joint-stock company under Italian law.

Poste’s shares are listed on the Euronext Milan market, organized and managed by Borsa Italiana S.p.A., and are dematerialized in accordance with Article 83-bis of the TUF.

As of the date of the Offer Document, the Offeror is controlled pursuant to and for the purposes of Articles 2359 of the Civil Code and 93 of TUF by the Ministry of Economy and Finance.

As of the date of the Offer Document, the Offeror does not hold Shares and Warrants of Sourcesense.

Poste Italiane S.p.A. has decided to promote:

1. a voluntary totalitarian public tender offer (i) for a maximum of 5,939,611 ordinary shares of Sourcesense, equal to 70% of the pre-dilution share capital of Sourcesense and equal to all the Shares of the Issuer deducted the Reteined Stake of the Current Shareholders, as wee as (ii) for a maximum of 1,216,026 Conversion Shares, and (iii) for a maximum of 207,841 Stock Shares (the “Offer on Shares”), and  
2. a voluntary totalitarian public tender offer for a maximum of 5,558,352 warrants named as “Warrant Sourcesense 2021-2024”, equal to all the issued and outstanding Warrants as of the date of the Offer Document, deducted the Retained Warrants (the “Offer on Warrants” and, together with the Offer on Shares, the “Offers”).

For the sake of clarity, it should be noted that the effectiveness of the Offers is conditional on the occurrence (or waiver by the Offeror) of certain conditions of effectiveness detailed in the Offer Document.

The aim of the Offers is that the Offeror and the Persons Acting in Concert come to hold the entire share capital of the Issuer on the date of completion of the Offers, thereby achieving the delisting of the Shares and Warrants from the Euronext Growth Milan ("Delisting").

The Offeror has been supported by Sourcesense for a number of years now, and this collaboration, thanks to the Issuer's specialized skills, has fostered the adoption of innovative technologies in the company that have enabled the acceleration of digital transformation processes. Sourcesense has supported the Offeror in the implementation of solutions operating in cloud environments (cloudnative solutions) by following the innovative paradigm of software development and management that enables the automation of release processes in different environments, both in production and non-production (DevSecOps approach), favoring the use of open source software (e.g. Open Shift, Kafka e Cassandra).

As a result of the expertise developed and areas of ongoing collaboration, the Offeror could, immediately after the Offers are finalized, benefit from Sourcesense's contribution in the development of several ongoing projects, especially in the areas of healthcare and Public Administration.

The Offeror will pay to each tendering shareholder a consideration of Euro 4,20 for each share tendered to the Offer on Shares (the “Shares Offer Consideration”).

The Offeror will pay to each tendering holder of Warrants a consideration of Euro 0,78 for each Warrant tendered to the Offer on Warrants (the “Warrants Offer Consideration” and, together with the Shares Offer Consideration, the “Considerations”). It should be noted that the Warrants Offer Consideration is equal to the intrinsic value of the Warrants calculated on the basis of the following formula: (Share Offer Consideration – Warrant exercise price equal to the exercise price related to the exercise period of the year 2022 equal to Euro 2.64) / conversion ratio.

The above Considerations are exclusive of stamp duties, where due, and commissions, costs and expenses, which will be borne by the Offeror, while the substitute tax on capital gains, where due, will be borne by those adhering to the Offers.

The Shares Offer Consideration incorporates a premium equal to +23.7% compared to the average of the official prices of the shares recorded over 1 month prior to June 24, 2022 included (i.e., the day of publication of the 102 Notice), which is equal to Euro 3.39.

The Warrants Offer Consideration incorporates a premium equal to +75.4% compared to the average of the official prices of the Warrants recorded over 1 month prior to June 24, 2022 included (i.e., the day of publication of the 102 Notice), which is equal to Euro 0.44.

The Offers are addressed, on equal terms, to all of the holders of Sourcesense S.p.A. shares and Warrants.

Terms and conditions to adhere to the Offers are described in the Offer Document.

The Acceptance Period began at 8:30 a.m. (Italian time) on 12 September 2022 and will conclude at 5:30 p.m. (Italian time) on 14 October 2022, unless extended. 

October 14, 2022 will thus represent, unless extended, the closing date of the Acceptance Period.   

It should be noted that pursuant to Article 40-bis, paragraph 1(a) of the Issuers’ Regulations, by the Trading Day following the Payment Date, the Acceptance Period will reopen for five Trading Days (namely, unless extended, for the sessions of October 24, 25, 26, 27 and 28, 2022) if, on the occasion of the publication of the announcement on the final results of the Offers to be disseminated pursuant to Article 41, paragraph 6, of the Issuers’ Regulations, the Offeror notifies the waiver of the Share Threshold Condition as a result of the non-occurrence of the same (the “Reopening of the Terms”).

If the Reopening of the Terms occurs, the Offeror will pay the Share Consideration to each Shareholder who had subscribed to the Offer on Shares during the Reopening of the Terms on the fifth Trading Day following the end of the Reopening of the Terms period and, therefore, unless extended, on November 4, 2022 (the “Payment Date of the Reopening of the Terms”).

It should be noted that, pursuant to the applicable regulations, the Offer on Warrant is not subject to the Reopening of the Terms, however, if (i) upon the publication of the Announcement on the Final Results of the Offers, the Offeror communicates the existence of the prerequisites set forth in Art. 40-bis of the Issuers’ Regulations for the Reopening of the Terms of the Offer on Share and (ii) the prerequisites for the exercise of the Warrant Purchase Right have not been met and the Offeror has waived the Warrant Threshold Condition, the Offeror, on a voluntary basis, will reopen the Acceptance Period of the Offer on Warrant for an additional five Trading Days, which will coincide with those scheduled for the Offer on Share (namely, unless extended, for the sessions of October 24, 25, 26, 27 and 28, 2022). In such a case, the Offeror will pay the Warrant Consideration to the Warrant holders who had subscribed to the Offer on Warrant during the Reopening of the Terms, as the Share Consideration, on the fifth Trading Day following the end of the Reopening of the Terms period of the Offer on Warrant, and therefore, unless extended, on November 4, 2022.

The payment date of the Offer Considerations to the holders of the Shares and/or Warrants tendered to the Offers, with the simultaneous transfer of ownership of such Shares and Warrants, will be October 21, 2022 (the "Payment Date"), unless extended.

In case of the Reopening of the Terms, the Offeror will pay the Shares Offer Consideration to each Shareholder who tendered its shares during the Reopening of the Terms the fifth Trading Day following the end of the Reopening of the Terms and, therefore, unless extended, November 4, 2022 (the “Payment Date at the End of the Reopening of the Terms”).

In the event that Shares and/or Warrants are not tendered to the Offers, the following alternative scenarios will manifest for the Issuer’s shareholders and holders of Warrant:
 

SCENARIOS REGARDING THE OFFER ON SHARES

(A) Acquisition of a shareholding less than or equal to 90% of the Issuer’s share capital
If – as a consequence of the Offer on Share – the Shares Threshold Condition does not occur and the Offeror waives such condition (while the Warrant Threshold Condition occurs or the Offeror waives it) and the Offeror – also considering the participation held by the Persons Acting in Concert – comes to hold, as a result of the tendering of shares to the Offer on Share, by the end of the Acceptance Period (including the extension and/or the Reopening of the Terms) and/or purchases of Shares made by the Offeror and/or by the Persons Acting in Concert outside the Offer on Share, a percentage of 90% or less of the Issuer's share capital, the Offeror will consider whether to waive the Condition on the Share Threshold (90% +1 share) and whether to make a request, pursuant to Article 2367 of the Italian Civil Code, to the Issuer's Board of Directors that an Issuer’s Shareholders' Meeting be convened to resolve on the Delisting of the Shares. In this regard, it should be noted that pursuant to the provisions of the Euronext Growth Milan Regulations, the Delisting of the Shares will have to be approved with at least 90% of shareholder votes gathered at the Meeting.
 
(B) Acquisition of a shareholding greater than 90% but less than 95% of the Issuer’s share capital
If – as a consequence of the Offer on Share – the Shares Threshold Condition occurs (and the Warrant Threshold Condition occurs or the Offeror waives it) and the Offeror – also considering the participation held by the Persons Acting in Concert – comes to hold, as a result of the tendering of shares to the Offer on Share, by the end of the Acceptance Period (including the extension and/or the Reopening of the Terms) and/or purchases of Shares made by the Offeror and/or by the Persons Acting in Concert outside the Offer on Share, a percentage greater than 90% but less than 95%, the Offeror - which has stated that it does not intend to restore a sufficient free float to ensure regular trading-will fulfill the Purchase Obligation pursuant to Article 108(2) of the TUF. In such case, the consideration for the fulfilment of the Purchase Obligation pursuant to Article 108(2) of the TUF will be, alternatively, equal to the Share Offer Consideration, pursuant to Article 108(3) of the TUF or determined in compliance with Article 11-bis.3 of the Issuer’s By-laws.
 
Pursuant to the Euronext Growth Milan Regulations, the tendering of shares to the Offer on Share by shareholders enabling the Offeror to hold - – as a consequence of the Offer on Share, computing all the shareholding held by the Offeror in the Issuer – a number of Shares representing a percentage of the Issuer's share capital in excess of 90% of the Issuer's share capital, will automatically, upon the closing of the Offer on Share, determine the prerequisites for Delisting, without the need for any passage through a shareholders' meeting and/or any other special formality.  As a consequence of the occurrence of the prerequisites of the Purchase Obligation pursuant to Article 108(2) of the TUF, Borsa Italiana will order the delisting of the Shares from trading on Euronext Growth Milan following the Trading Date after the last day for the payment of the consideration of the Purchase Obligation pursuant to Article 108(2) of the TUF, without prejudice to the Joint Procedure indicated below.
 
In such a case, holders of Shares who decide not to participate in the Offer on Share and who have not exercised their right to request that the Offeror purchase their Shares, pursuant to Article 108, paragraph 2, of the TUF, will be holders of financial instruments that are not traded on any multilateral trading facility, resulting in difficulties in liquidating their investment, without prejudice to letter (C) below.
 
(C) Acquisition of a shareholding equal to 95% of the Issuer’s share capital
If – as a consequence of the Offer on Share – the Shares Threshold Condition occurs (and the Warrant Threshold Condition occurs or the Offeror waives it) and the Offeror – also considering the participation held by the Persons Acting in Concert – comes to hold, as a result of the tendering of shares to the Offer on Share, by the end of the Acceptance Period (including the extension and/or the Reopening of the Terms) and/or purchases of Shares made by the Offeror for the fulfilment of the Purchase Obligation pursuant to Article 108(2) of the TUF and/or purchases of Shares made by the Offeror and/or by the Persons Acting in Concert outside the Offer on Share, a percentage at least equal to 95%, the Offeror will exercise the Squeeze-out Right, fulfilling at the same time to the Purchase Obligation pursuant to Article 108(1) of the TUF through the Joint Procedure. In such case, a consideration equal to the Share Offer Consideration, pursuant to Article 108(3) of the TUF, will be paid to shareholders; Borsa Italiana will arrange for the suspension and/or withdrawal of the Shares from trading on Euronext Growth Milan, taking into account the timeframe for the exercise of the Squeeze-out Right.
 
 

SCENARIOS REGARDING THE OFFER ON WARRANTS

(A) Acquisition of a number of Warrants less than 95% of the Issuer’s issued and outstanding Warrants
If, as a result of the Offer on Warrant, the Offeror – also considering the participation held by the Persons Acting in Concert – comes to hold, as a result of the tendering of Warrants to the Offer on Warrant, by the end of the Acceptance Period (including the extension and/or the Reopening of the Terms) and/or purchases of Warrants made by the Offeror and/or by the Persons Acting in Concert outside the Offer on Warrant, a number of Warrants lower than 95% of the issued and outstanding Warrants of the Issuer, the Offeror will evaluate to waive to the Warrant Threshold Condition (if the Shares Threshold Condition occurred or waived). In such case, if the delisting of the Shares will be achieved, also the Warrants will be revoked from trading being the shares be delisted, pursuant to the Euronext Growth Milan Regulation. In case of Delisting, the holders of Warrants, who have not tendered their Warrants to the Offer on Warrant, will maintain the right, following the conclusion of the Offer on Warrant, to exercise the Warrants and receive Conversion Shares not admitted to trading on Euronext Growth Milan under the terms and conditions set forth in the Warrant Regulations, resulting in difficulty to liquidate their investment, it being understood that there will be no reference price of the Shares with which to compare the exercise price of the Warrants.

(B) Acquisition of a number of Warrants at least equal to 95% of the Issuer’s issued and outstanding Warrants
If, as a result of the Offer on Warrant, the Warrants Threshold Condition occurs (and the Shares Threshold Condition occurs or the Offeror waives it) and the Offeror – also considering the participation held by the Persons Acting in Concert – comes to hold, as a result of the tendering of Warrants to the Offer on Warrant, by the end of the Acceptance Period (including the extension and/or the Reopening of the Terms) and/or purchases of Warrants made by the Offeror and/or by the Persons Acting in Concert outside the Offer on Warrant, a number of Warrants at least equal to 95% of the issued and outstanding Warrants of the Issuer, the Offeror will exercise the Squeeze-out Right. In such case, a consideration equal to the Warrant Offer Consideration, pursuant to Article 11-bis of the Issuer’s By-laws, recalling, on a voluntary basis, Article 111(2), of the TUF; Borsa Italiana will arrange for the suspension and/or withdrawal of the Warrants from trading on Euronext Growth Milan, taking into account the timeframe for the exercise of the Squeeze-out Right.
In the event of Delisting, holders of Warrants who did not participate in the Offer on Warrant will retain the right, subsequent to the completion of the Offer on Warrant, to exercise the Warrants and receive Conversion Shares not admitted to trading on Euronext Growth Milan under the terms and conditions set forth in the Warrant Regulations, resulting in difficulty to liquidate their investment, it being understood that there will be no reference price of the Shares with which to compare the exercise price of the Warrants.

All notices and documents regarding the Offers are available on the website www.posteitaliane.it and on the Global Information Agent’s website www.morrowsodali-transactions.com.

For information regarding the Voluntary Totalitarian Public Tender Offers on Sourcesense S.p.A. shares and warrants the following channels are available:

• Contact Center active from 9:00 a.m. to 6:00 p.m. from Monday to Friday
  • Toll free number 800 137 242
  • Direct line +39 06 85870130
  • WhatsApp number +39 3404029760
• Email address opa.sourcesense@investor.morrowsodali.com

In addition, the Offer Document, the press releases and all documents related to the Offers are also available for public inspection at:
(i) the registered office of the Offeror, in Rome, Viale Europa, 190;
(ii) the registered office of the Issuer, in Rome, Via del Poggio Laurentino, 9;
(iii) the registered office of the Intermediary Appointed to Coordinate the Collection of the Acceptances, in Milan, Via Filippo Turati, 9;
(iv) on the Issuer’s website www.sourcesense.com.