VAM Investments SPAC B : Merger Report

MERGER REPORT

Dated 25 June 2024

VAM Investments Group S.p.A.

and

VAM Investments SPAC B.V. in liquidatie

This merger report (the "Merger Report") 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".

PREAMBLE

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. In connection with the Merger, the Boards have prepared a Merger proposal (the "Merger Proposal"), as required under Section 2:312 DCC and Article 19 of the ILD, which will be filed with the Dutch Trade Register and the Companies' Register and notified to the employees of the Acquiring Company together with this Merger Report and the notices and announcements referred to in paragraph 22.4 of the Merger Proposal.

MERGER REPORT

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

Part I: General

1 Reasons for the Merger

(2:313 DCC and Article 21 of the ILD)

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. Therefore, the Disappearing Company has lost its purpose, and the Merger has a business motive.

1. Expected consequences of the Merger on the activities (2:313 DCC and Article 21 of the ILD)
   The activities of the Disappearing Company will be continued by the Acquiring Company.
2. Explanation of the Merger from a legal point of view
   (2:313 DCC, Article 21, paragraph 1 of the ILD and Article 2501-quinquies, paragraph 1, of the ICC)

1. The Acquiring Company will acquire the assets and liabilities of the Disappearing Company and succeed in all legal relationships of the Disappearing Company under universal title of succession as a result of the Merger.
2. The financial data of the Disappearing Company will be accounted for in the annual accounts of the Acquiring Company as from 1 January 2024.
3. Pursuant to Article 35 of the ILD, the Merger will take effect between the Merging Companies and vis-à-vis third parties on the date set out in the Merger deed which shall, in any event, be after the registration of the Merger deed with the Companies' Register of Milan (Italy) (the "Effective Date").
4. As of the Effective Date:
5. 1. the Disappearing Company will cease to exist as a result of the Merger; and
   2. 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) in connection with the Merger.
6. The 101 issued and outstanding ordinary shares in the capital of the Disappearing Company which are currently held by its shareholders other than the Acquiring Company, will be exchanged with shares of the Acquiring Company, based on the following exchange ratio: two ordinary shares in the capital of the Disappearing Company with a nominal value of EUR 0.01 each in exchange for five shares in the capital of the Acquiring Company with a nominal value of EUR 1.00 each, as further described in the Merger Proposal (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.
7. 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 itself, which includes

all of the founder shares and the founder share F1 in the capital of the Disappearing Company.

1. 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.
2. 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 3.5 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.
3. Any claims and debts that may exist between the Merging Companies will be extinguished upon completion of the Merger. The Merger does not change the legal relationships between the Merging Companies and third parties, as these will after the Merger be considered to be legal relationships between the Acquiring Company and those third parties.

4 Explanation of the Merger from an economic point of view

(2:313 DCC, Article 21, paragraph 1 of the ILD and Article 2501-quinquies, paragraph 1, of the ICC)

1. As mentioned under paragraph 1 of this Merger Report, the Disappearing Company has lost its purpose as a result of not timely effecting a Business Combination.
2. 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:
3. 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 would extend to the second half of 2025;
   2. 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
   3. 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.

5 Explanation of the impact of the Merger from a social point of view (2:313 DCC and Article 21, paragraph 3 of the ILD)

The Merger will have no impact on the Acquiring Company's employees, whose employment relationships will continue under the same terms and conditions as those applied at the date of this Merger Report.

Part II: Shareholders

6 Method to determine the Exchange Ratio

(2:327, letter a, DCC, Article 21, paragraph 2 of the ILD and Article 2501-quinquies, paragraph 2, of the ICC)

1. The Exchange Ratio is set out in the Merger Proposal and has been determined based on the method set out in this paragraph 6.
2. As also mentioned in paragraph 19 of the Merger Proposal, the annual accounts of the Acquiring Company and the annual accounts of the Disappearing Company for their respective financial year ended 31 December 2023 were used to set the terms of the Merger and the Merger Proposal. On that basis, the value of each share in the capital of the Acquiring Company has been determined as equal to EUR 4.186 (rounded downwards to three decimal places) and the value of each issued and outstanding share in the capital of the Disappearing Company has been determined as equal to EUR 10.357 (rounded downwards to three decimal places).
3. With due observance of the value of the shares in the capital of the Merging Companies as set out in paragraph 6.2 above, the Exchange Ratio is calculated by dividing the value of each share in the capital of the Acquiring Company by the value of each issued and outstanding ordinary share in the capital of the Disappearing Company (2.474 (rounded downwards to three decimal places)) and subsequently rounding up this figure to one decimal place (2.5).

1. Appropriateness of method used for the Exchange Ratio
   (2:327, letter b, DCC, Article 21, paragraph 2 of the ILD and Article 2501-quinquies, paragraph 2, of the ICC)
   For the purpose of the Merger, the method used for the calculation of the Exchange Ratio is considered appropriate, as the holders of ordinary shares in the capital of the Disappearing Company (excluding the Acquiring Company) will receive shares in the capital of the Acquiring Company which represent a higher value than their respective ordinary shares in the capital of the Disappearing Company, but in total representing an insignificant amount.
2. Valuation based on each method used for the Exchange Ratio
   (2:327, letter c, DCC, Article 21, paragraph 2 of the ILD and Article 2501-quinquies, paragraph 2, of the ICC)

8.1 The value of each share in the capital of the Acquiring Company has been determined as equal to EUR 4.186 (rounded downwards to three decimal places) based on the value of the net assets of the Acquiring Company resulting from the annual accounts for the financial year of the Acquiring Company ended 31 December 2023, net of the amount of the reserve called "Equity Financial Instrument Reserve", which holders of the shares in the Acquiring Company are not entitled to, as it originates from contributions provided for the purposes of the subscription of participating financial instruments issued by the Acquiring Company. The annual accounts of the Acquiring Company were prepared on the basis of the provisions set forth in Articles 2423 and 2423-bis of the ICC, as well as with the accounting principles and recommendations developed by the Italian Accounting Organization (O.I.C.), unless presented otherwise in the annual accounts of the Acquiring Company for the financial year ended 31 December 2023.

8.2 Based on the annual accounts and the articles of association of the Disappearing Company, the value of each issued and outstanding share in the capital of the Disappearing Company is equal to EUR 10.357 (rounded downwards to three decimal places). The annual accounts of the Disappearing Company were prepared 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.

1. General acceptability of the relative importance attributed in the valuation to the methods used for the Exchange Ratio
   (2:327, letter d, DCC)
   Not applicable, as only one method was used.
2. Special difficulties encountered in determining the value and the Exchange Ratio (2:327, letter e, DCC, Article 21, paragraph 2 of the ILD and Article 2501-quinquies,paragraph 2, of the ICC)
   No special difficulties were encountered when determining the value and the Exchange Ratio.
3. Method to determine the cash compensation for a share upon application of Section 2:333h DCC
   (2:333f, subsection 2, letter a, DCC)
   The cash compensation for a share in the Disappearing Company is set out in the Merger Proposal. Such cash compensation has been based on the repurchase price per ordinary share in the capital of the Disappearing Company validly offered and repurchased under the tender offer buybacks launched on 5 December 2023. This is the same amount per ordinary share to which each holder thereof would have been entitled in the context of a final liquidation distribution of the Disappearing Company.
4. Appropriateness of method used for the cash compensation (2:333f, subsection 2, letter b, DCC)
   For the purpose of the Merger, the method used for the calculation of the cash compensation is considered appropriate.
5. Valuation based on the method used for the cash compensation (2:333f, subsection 2, letter c, DCC)
   Based on the method used to determine the cash compensation, 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).
6. General acceptability of the relative importance attributed in the valuation to the method used for the cash compensation
   (2:333f, subsection 2, letter d, DCC)
   Not applicable, as only one method was used.
7. Special difficulties encountered in determining the value and the cash compensation

(2:333f, subsection 2, letter e, DCC)

No special difficulties were encountered when determining the value and the cash compensation.

1. Consequences of the Merger for shareholders
   (2:333f, subsection 2, letter f DCC and Article 21, paragraph 1 of the ILD)
   The overview set out in the Annexcontains a selection, which is not meant to be conclusive or exhaustive, of (i) the rights exercisable by the holders of shares in the capital of the Disappearing Company under the laws of the Netherlands and (ii) the rights exercisable by the holders of shares in the capital of the Acquiring Company under the laws of Italy and the articles of association of the Acquiring Company to be adopted in connection with the Merger (the "Articles").
2. Rights and remedies available to shareholders in accordance with 2:333h DCC (2:333f, subsection 2, letter g DCC)

1. Shareholders of the Disappearing Company who vote against the Merger in accordance with the Merger Proposal may, within one month from the date of the resolution to effect the Merger, request compensation for their shares with the Disappearing Company. The shares to which the request relates shall be cancelled upon the Merger becoming effective.
2. Shareholders who exercise their exit right and are of the opinion that the proposed compensation is not reasonable, may request additional compensation to be determined by one or more independent experts to be appointed by the chairperson of the Enterprise Chamber of the Amsterdam Court of Appeal. The determination of the amount of the compensation by the independent experts is binding for all holders of shares of the same class or designation as those who have submitted a request as referred to in paragraph 17.1 above.
3. Shareholders of the Disappearing Company who do not have the opportunity to submit a request as referred to in paragraph 17.1 or who have not submitted such request and who consider the proposed Exchange Ratio of the shares unreasonable, may request that the Exchange Ratio be re-determined by one or more independent experts appointed by the chairperson of the Enterprise Chamber of the Amsterdam Court of Appeal.
4. The determination of the Exchange Ratio by the independent experts is binding for the Acquiring Company and all holders of shares of the same class or designation as those who have submitted a request as referred to in paragraph 17.3 above, who do not have the opportunity to submit such request or who have not submitted such request. Shareholders shall be compensated by payment in cash in accordance with the Exchange Ratio for shares determined by the independent experts.
5. The Disappearing Company has no shares without voting rights.

18 Rights and remedies available to shareholders in accordance with Article 26 of the

ILD

(Article 26 of the ILD)

18.1 Absent, abstaining or dissenting shareholders of the Acquiring Company who suffer a prejudice due to the Exchange Ratio being unfair are entitled to request the payment of an indemnity in an amount equal to the difference between the value of their interest resulting from a fair exchange ratio and the value of their interest resulting from the Exchange Ratio

as of the date of the Merger Proposal, subject to the Merger becoming effective and any statutory right of withdrawal not having been exercised (the "Indemnification Request").

1. The Indemnification Request must be submitted, under penalty of forfeiture, within 90 days of the Effective Date of the Merger to the competent Italian Court based on the seat of the registered office of the Acquiring Company.
2. The submission of an Indemnification Request does not prevent the relevant shareholder from raising damages claims against the Acquiring Company, the directors or the independent experts.

Part III: Employees

1. Consequences for employment relationships and measures for safeguarding those relationships, if applicable
   (2:333f, subsection 4, letter a DCC and Article 21, paragraph 3 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 Report. Therefore, the Merger has no effect on employment.
2. Material changes to the applicable conditions of employment or the location of the Merging Companies' places of business
   (2:333f, subsection 4, letter b DCC and Article 21, paragraph 3 of the ILD) None.
3. How the factors set out in paragraph 19 and 20 above affect any subsidiaries of the Merging Companies
   (2:333f, subsection 4, letter c DCC and Article 21, paragraph 3 of the ILD)

1. The Disappearing Company does not have any subsidiaries.
2. The Merger will not affect the terms and conditions of the employees of the Acquiring Company's subsidiaries, who will continue to be employed by such subsidiaries on the same terms and conditions as prior to the Merger. Therefore, the Merger will not have any impact on these employment relationships. Furthermore, the place of business of the Acquiring Company's subsidiaries will not change as a result of the Merger.

(Signature pages follow)

REDACTED

REDACTED

Francesco Trapani