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     221  0 Kommentare ADDITIONAL ROODMICROTEC WARRANT HOLDER GIVES IRREVOCABLE COMMITMENT TO SELL AND ASSIGN ITS WARRANTS UNDER THE OFFER BY MICROTEST ANNOUNCED ON 13 JUNE 2023 - Seite 2

    As set out in the press releases by Microtest and RoodMicrotec dated 13 June 2023 and 31 July 2023, several of RoodMicrotec’s substantial shareholders and Warrant holders have previously undertaken to (i) support the Offer and tender their Shares or, (ii) subject to the Offer being declared unconditional, either (a) sell and assign the Warrants held by them to Microtest or (b) exercise their Warrants and tender the Shares to be issued pursuant to the exercise of the Warrants under the Offer.

    Today, Microtest and RoodMicrotec jointly announce the entering into of an irrevocable undertaking with one additional RoodMicrotec Warrant holder. As of the date of this press release, all Warrant holders have entered into irrevocable undertakings in relation to their Warrants.

    Pursuant to the irrevocable undertaking entered into by this Warrant holder, it will sell and assign its Warrants to Microtest for an amount in cash equal to (i) the number of Warrants acquired by the Offeror multiplied by (ii) the Offer Price minus EUR 0.15 per Warrant. As per today, the relevant Warrant holder holds 300,000 Warrants, representing approximately 0.4% of the outstanding Shares on a Fully Diluted Basis.

    The irrevocable undertaking contains certain customary undertakings and conditions, which are equal to the undertakings and conditions previously agreed with Warrant holders that have signed irrevocable undertakings prior to the initial announcement of the Offer on 13 June 2023, as described in the press release by Microtest and RoodMicrotec published on that same day.

    In accordance with the applicable public offer rules, any information shared with the relevant Warrant holder about the Offer shall, if not published prior to the Offer Memorandum being made generally available, be included in the Offer Memorandum in respect of the Offer (if and when issued). At the date of this press release Microtest on the one hand and the Warrant holder on the other hand, do not hold shares in each other’s capital.

    Together with the irrevocable undertakings already referred to in the press releases by Microtest and RoodMicrotec dated 13 June 2023 and 31 July 2023, all irrevocable undertakings that have now been obtained by Microtest represent in total approximately 30.9% of the Shares as per closing of the Offer (on a fully diluted basis, assuming all Warrants are exercised immediately prior to closing of the Offer). This includes the total number of 7,485,000 Warrants issued by RoodMicrotec, representing approximately 9.1% of the outstanding Shares on a fully diluted basis.

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    ADDITIONAL ROODMICROTEC WARRANT HOLDER GIVES IRREVOCABLE COMMITMENT TO SELL AND ASSIGN ITS WARRANTS UNDER THE OFFER BY MICROTEST ANNOUNCED ON 13 JUNE 2023 - Seite 2 - - - Only available in English - - - This is a joint press release by RoodMicrotec N.V. ("RoodMicrotec" and, together with its subsidiaries, the "RoodMicrotec Group") and Microtest S.p.A. ("Microtest"), an entity incorporated under Italian law, …