ASTM SpA signed of an agreement to acquire Tangenziali Esterne Di Milano S.P.A. and Tangenziale Esterna SpA from Autostrade per l'Italia S.p.A., Amplia Infrastructures and Impresa Pizzarotti & C. S.p.A. for approximately ?140 million on May 13, 2024. ). The consideration for the acquisition of the shareholdings and receivable arising from the shareholders?

loan totals ?140 million, of which ?121.9 million as consideration for the acquisition of the ASPI shareholding, and ?18.1 million as consideration for the acquisition of the shareholders? loan. At the same time, ASTM Group exercised its right of first refusal on the proposed sale by Pizzarotti of the shareholding held in the company TE equal to 10.17% of the share capital, in addition to the shareholders?

loan disbursed in favour of the latter equal to ?14.8 million, plus interest. ASTM Group will alreadyy hold directly and indirectly 50% stake and 24.29 stke in TE and now acquiring 27.45% stake in Tangenziali Esterne Di Milano S.P.A. and 1.25% stake in Tangenziale Esterna SpA so ASTM Group will therefore hold stake of 77.45% of TEM and, directly and indirectly take stake of 73.83% of TE, over which it will exercise full control at shareholders? meetings.

In particular, the transaction envisaged the acquisition: (A) of the shareholdings described below: (a) 80,645,753 shares of the company TEM held by ASPI; (b) 50% of the TEM share held by ASPI jointly with SATAP S.p.A.; c) 4,649,450 TE shares held by Amplia; d) 1,162,363 TE shares held by ASPI; (B) of the receivable arising from the shareholders? loan granted by ASPI and Amplia in favour of TE (totalling about ?8,9 million in principal amount, plus the related accrued and unpaid interest. Overall, the value of the acquisition of the Pizzarotti shareholding and the related shareholders?

loan receivable by ASTM Group is approximately ?89.4 million. The closing of the transaction is subject to obtaining all necessary authorisations, including but not limited to those of the Grantor CAL, the Italian Competition and Market Authority and the Presidency of the Council of Ministers of the Italian Republic (?golden power?), where applicable. TE recorded total revenues of about ?80 million in 2023 with an EBITDA of ?56 million.