OPA

This section of the website contains information and documents on the totalitarian mandatory public tender offer (the “Offer”) regarding all the ordinary shares (the “Shares”) of Spindox S.p.A. (the “Company”), promoted by BackSpin S.p.A. (the “Offeror”), pursuant to articles 102 and 106, first paragraph, of the Legislative Decree 58/1998 (the “Italian Financial Act”) as applicable for voluntary reference pursuant to Article 12 of the Issuer’s by-laws, as announced by the Offeror on 22 October 2025 by means of a communication published pursuant to Article 102, paragraph 1, of the Italian Financial Act.

The Offer is addressed, indiscriminately and on equal terms, to all holders of the Shares and will be promoted on the Italian market only as the Shares of the Issuer are listed on Euronext Growth Milan, a multilateral trading facility organized and managed by Borsa Italiana S.p.A..

The Offer has not been and will not be made, directly or indirectly, in the United States (or addressed to “US Persons” as defined under the US Securities Act of 1933, as amended), Canada, Japan, Australia and any other jurisdictions where making the Offer or tendering therein would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority (such jurisdictions, including the United States, Canada, Japan and Australia are referred to as the “Other Countries”). The Offer has not been and will not be made by using national or international instruments of communication or commerce of the Other Countries (including, by way of illustration, the postal network, fax, telex, e-mail, telephone and internet), through any structure of any of the Other Countries’ financial intermediaries or in any other way.

The Offer is and will be made through the publication, by the Offeror, of the offer document previously approved by CONSOB. Before joining the Offer, the shareholders of the Issuer should read the documents concerning the Offer pursuant to applicable law. Acceptance of the Offer by persons residing in countries other than Italy may be subject to specific obligations or restrictions provided for by law or regulations. It is the sole responsibility of the recipients of the Offer to comply with such rules and, therefore, before accepting the Offer, to verify its existence and applicability by contacting their consultants. The Offeror shall not be held liable for the violation by any person of any of the aforesaid restrictions.

This section of the website and the documents and information contained in this area do not constitute and are not part of an offer to buy or exchange, nor of a solicitation to offer to sell or exchange, any security in any of the Other Countries and are being made available for information purposes only and accessible only to persons who are not currently domiciled or located in the Other Countries.

This section of the website and the documents and information contained in this area may only be accessed in or from the United Kingdom (i) by investment professionals with experience in matters relating to investments falling within the scope of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as subsequently amended (the “Order”), or (ii) by high net worth companies and by such other persons falling within the scope of Article 49(2) paragraphs from (a) to (d) of the Order (jointly, the “Relevant Persons”).

This section of the website and the documents and information contained in this area shall not be sent, nor in any way transmitted, or otherwise distributed, directly or indirectly, in whole or in part, in the Other Countries. Anyone receiving such documents/information shall not distribute, forward or send them (neither by postal service nor by using national or international instruments of communication or commerce), in whole or in part, in the Other Countries or to a person resident, domiciliated or located in the United Kingdom who is not a Relevant Person.