RoodMicrotec N : Position Statement

POSITION STATEMENT

OF

ROODMICROTEC N.V.

31 August 2023

Regarding the recommended cash offer by Microtest S.p.A. for all issued and

outstanding shares in the capital of RoodMicrotec N.V.

This position statement is published in accordance with section 18 paragraph 2 and Annex G of the Dutch Decree on public offers Wft (Besluit openbare biedingen Wft)

The Extraordinary General Meeting of RoodMicrotec N.V. will be held at

14:00 hours CET on 19 October 2023 at the Amsterdam Stock Exchange (Euronext),

Beursplein 5 in (1012 JW) Amsterdam, the Netherlands

IMPORTANT INFORMATION

This position statement (the Position Statement) does not constitute or form part of an offer to any person in any jurisdiction to sell any securities, or a solicitation of an offer to any person in any jurisdiction to purchase or subscribe for any securities.

This Position Statement is published by RoodMicrotec N.V. (RoodMicrotec) for the sole purpose of providing information to its shareholders about the public offer (openbaar bod) made by Microtest S.p.A. (the Offeror or Microtest) to all holders of issued and outstanding ordinary shares, with a nominal value of EUR 0.11 (eleven eurocents) each, in the share capital of RoodMicrotec (ordinary shares issued and outstanding from time to time, the Shares and the holders of such Shares from time to time, the Shareholders) to purchase the Shares for cash on the terms of, and subject to the conditions and restrictions set out in, the offer memorandum dated 31 August 2023 (the Offer Memorandum) (the Offer), as required by article 18, paragraph 2 and Annex G of the Dutch Decree on public offers Wft (Besluit openbare biedingen Wft), as amended from time to time, the Decree).

Information for US Shareholders

The Offer is being made for the Shares of RoodMicrotec, a public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands, and is subject to Dutch disclosure and procedural requirements, which differ from those of the United States. The financial information of RoodMicrotec included or referred to herein has been prepared in accordance with the International Financial Reporting Standards issued by the International Accounting Standards Board, as adopted by the European Commission and Part 9 of Book 2 DCC for use in the European Union and, accordingly, may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. The Offer is being made in reliance on the exemption from certain requirements of Regulation 14E of the US Securities Exchange Act of 1934, as amended (the US Exchange Act), provided by Rule 14d-1(c) thereunder, and otherwise in accordance with the applicable regulatory requirements in the Netherlands. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.

Neither the US Securities and Exchange Commission nor any US state securities commission or other regulatory authority has approved or disapproved the Offer, passed upon the fairness or merits of the Offer or provided an opinion as to the accuracy or completeness of this Position Statement or any other documents regarding the Offer. Any representation to the contrary constitutes a criminal offence in the United States.

The receipt of cash pursuant to the Offer by a US holder of Shares may be a taxable transaction for US federal income tax purposes and may be a taxable transaction under applicable state and local laws, as well as foreign and other tax laws. Each US holder of Shares is urged to consult his or her independent professional adviser immediately regarding the tax consequences of acceptance of the Offer.

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It may be difficult for US holders of Shares to enforce their rights and any claim arising out of the US federal securities laws, since RoodMicrotec and the Offeror are located in a country other than the United States, and some or all of their officers and directors may be residents of a country other than the United States and their respective assets are located primarily outside the United States. US holders of Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, although US holders of Shares do not waive their rights under US federal laws by accepting the Offer, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment. As used herein, the United States or the US means the United States of America, its territories and possessions, any state of the United States of America, and the District of Columbia.

Furthermore, the payment and settlement procedure with respect to the Offer will comply with the relevant Dutch rules, which differ from US payment and settlement procedures, particularly with regard to the date of payment of consideration. To the extent permissible under applicable law or regulation, including Rule 14e-5 of the US Exchange Act, and in accordance with standard Dutch practice, the Offeror or brokers (acting as agents for the Offeror) may before or during the period in which the Offer remains open for acceptance, directly or indirectly, purchase, or arrange to purchase Shares outside of the United States, from time to time, other than pursuant to the Offer. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. In addition, the financial advisers to the Offeror may engage in ordinary course trading activities in securities of RoodMicrotec, which may include purchases or arrangements to purchase such securities. To the extent required in the Netherlands, any information about the aforementioned purchases will be announced by way of a press release in accordance with Article 13 of the Decree and made available on the corporate website of the Offeror (https://www.microtest.net/).

Restrictions

The release, publication or distribution of this Position Statement and any documentation regarding the Offer or the making of the Offer in jurisdictions other than the Netherlands may be restricted by law. Persons into whose possession this Position Statement comes should inform themselves about and observe such restrictions. Any failure to comply with any such restriction may constitute a violation of the law of any such jurisdiction.

Digital copies of this Position Statement are available on the corporate website of RoodMicrotec (https://www.roodmicrotec.com/en/and https://www.roodmicrotec.com/en/investor-relations- en/information-about-the-public-offer-by-microtest-for-roodmicrotec-shares).

Forward-looking statements

This Position Statement may include "forward-looking statements" such as statements relating to the impact of the Transaction (as defined below) on RoodMicrotec and the expected timing and completion of the Offer and the Transaction. Forward-looking statements involve known or unknown risks and uncertainties because they relate to events and depend on circumstances that all occur in the future. Generally, words such as may, should, aim, will, expect, intend, estimate, anticipate, believe, plan, seek, continue or similar expressions identify forward-looking statements. These forward-looking statements

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speak only as of the date of this Position Statement. Although RoodMicrotec believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, no assurance can be given that such statements will be fulfilled or prove to be correct, and no representations are made as to the future accuracy and completeness of such statements.

Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from historical experience or from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to, receipt of regulatory approvals without unexpected delays or conditions, the Offeror's ability to achieve the anticipated results from the acquisition of RoodMicrotec, the effects of competition (in particular the response to the Transaction in the marketplace), economic conditions in the global markets in which RoodMicrotec operates, and other factors that can be found in RoodMicrotec's press releases and public filings.

RoodMicrotec expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based, except as required by the Applicable Laws or by any competent regulatory authority.

Governing law and jurisdiction

This Position Statement is governed by and construed in accordance with the laws of the Netherlands.

The District Court of Amsterdam (Rechtbank Amsterdam), the Netherlands, and its appellate courts shall have exclusive jurisdiction to settle any disputes which might arise out of or in connection with this Position Statement. Accordingly, any legal action or proceedings arising out of or in connection with this Position Statement must be brought exclusively in such courts.

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	CONTENTS
IMPORTANT INFORMATION	2
1.	INTRODUCTION	6
2.	DEFINITIONS	7
3.	DECISION-MAKING PROCESS BY THE BOARDS	13
3.1	Sequence of events	13
3.2	Strategic rationale	16
4.	THE BOARDS FINANCIAL ASSESSMENT OF THE OFFER	18
4.1	Premium to market price	18
4.2	Other valuation methodologies considered	19
4.3	Fairness Opinion	19
4.4	Assessment	20
5.	THE BOARDS' NON-FINANCIAL ASSESSMENT OF THE OFFER	21
5.1	Non-Financial Covenants	21
5.2	Duration, benefit and enforcement of the Non-Financial Covenants	25
5.3	Certain other considerations and arrangements	25
6.	RESTRUCTURING	29
6.1	Buy-Out	29
6.2	Post-Closing Restructuring	29
6.3	Other measures	35
7.	FINANCIALS	37
8.	CONSULTATION EMPLOYEE REPRESENTATIVE BODIES	38
8.1	German works councils	38
8.2	SER	38
9.	OVERVIEW OF SHARES HELD AND SHARE TRANSACTIONS	39
9.1	Overview of the Shares held	39
9.2	Transactions in Shares in the year prior to the date of this Position Statement	39
10.	RECOMMENDATION	40
11.	AGENDA EXTRAORDINARY GENERAL MEETING	41
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