Mexedia Completes the Second Tranche of the Reserved Capital Increase Provided for Under the Investment Agreement With Likan AG

Issuance of 300,000 new shares at the fixed price of EUR 1.00 per share

ROME--(BUSINESS WIRE)--Regulatory News:

Mexedia S.p.A. Società Benefit (Euronext Growth Paris: ALMEX, ISIN: IT0005450819, the “Company”), further to its press release of 29 October 2026, announces that the second tranche of the reserved capital increase provided for under the investment agreement entered into with Likan AG (the “Investor”) on 29 October 2026 (the “Agreement”) was completed today.

The second tranche was executed under the paid capital increase resolved upon by the Extraordinary Shareholders’ Meeting on 28 October 2026, in divisible and progressive form, with exclusion of pre-emption rights pursuant to Article 2441, paragraph 5, of the Italian Civil Code, reserved to the Investor, for a maximum aggregate amount of EUR 20,000,000, including share premium, through the issuance of a maximum of 20,000,000 new ordinary shares at a price of EUR 1.00 per share (the “Transaction”).

Second tranche

The second tranche of the capital increase was subscribed for an amount of EUR 300,000 and fully paid up in cash by the Investor, through the issuance of 300,000 new ordinary shares of the Company (the “New Shares”), carrying the same features as the shares outstanding. The tranche forms part of the Investor’s commitment to subscribe for a total of EUR 2,500,000 within ninety days from the date of signing of the Agreement (the “Initial Commitment”).

The Company’s shares have no par value. The subscription price of EUR 1.00 per share was allocated to share capital and to the share premium reserve as follows: EUR 6,000 to share capital (EUR 0.02 per share) and EUR 294,000 to the share premium reserve (EUR 0.98 per share).

Following the issuance of the New Shares, the Company’s share capital amounts to EUR 57,346,000, represented by 9,653,129 ordinary shares with no par value.

Admission to trading

The admission to trading of the New Shares on Euronext Growth Paris is expected to occur on 18 November 2026. The issuance and the admission to trading of the New Shares do not require the approval of a prospectus by the French Financial Markets Authority (Autorité des marchés financiers) or by CONSOB (Commissione Nazionale per le Società e la Borsa).

Dilutive effects

As a result of the issuance of the New Shares, a shareholder holding 1% of the share capital before the issuance holds 0.9689% of the share capital after the issuance. On an aggregate basis, including the first tranche, a shareholder holding 1% of the share capital before the signing of the Agreement holds 0.8653% today. Following the completion of the second tranche, a total of 1,300,000 shares have been issued under the capital increase resolved upon on 28 October 2026; a maximum of 18,700,000 shares remain to be issued under that resolution.

To the Company’s knowledge, following the issuance of the New Shares, the share capital of Mexedia is held as set forth below. Pre-issuance figures reflect the most recent information available to the Company on the basis of the threshold notifications received from shareholders; in the absence of notifications from the Investor regarding the shareholding actually held, the Investor’s figures assume that the Investor retains all the shares subscribed:

Shareholder	Before the issuance	After the issuance
Heritage Ventures	9.94%	9.63%
Rocket Sharing	24.09%	23.34%
Likan AG	10.69%	13.47%
Market and other investors	55.28%	53.56%
Total	100.00%	100.00%

Such figures do not take into account any shares that may be issued in respect of the residual commitment of Rockbridge Capital Management AG, amounting to EUR 1,000,000, the use of which remains subject to a subsequent and separate resolution.

Next steps

The Initial Commitment forms part of the Investor’s aggregate commitment of up to EUR 20,000,000 (the “Financing Commitment”), undertaken on a best-efforts basis and subject to the conditions set out in the Agreement. With the completion of the second tranche, the Investor has subscribed for a total of EUR 1,300,000; the remaining Initial Commitment therefore amounts to EUR 1,200,000 and the remaining Financing Commitment to EUR 18,700,000. The Company will inform the market in accordance with applicable rules.

Risks related to the Transaction

Investors are invited to consider the following risks related to the Transaction:

• the execution of the tranches is subject to the conditions precedent described in the press release of 29 October 2026 and the Investor’s commitment is given on a best-efforts basis: there is therefore no guarantee that the entire Financing Commitment will be subscribed, nor that it will be subscribed within the timeframe expected by the Company;
• the subscription price of EUR 1.00 is significantly lower than the current market price and the period averages of the Company’s shares as at the date of this press release; the issuance of shares to the Investor at that price would entail a dilutive effect for existing shareholders, including in terms of value;
• full execution of the Transaction may result in a change of control of the Company;
• the market price of Mexedia shares may fluctuate and fall below the subscription price of EUR 1.00 provided for in the Agreement, potentially triggering the VWAP-related condition precedent;
• the volatility and liquidity of Mexedia shares may change significantly;
• sales on the market by the Investor of the shares subscribed could have a negative impact on the market price of Mexedia shares;
• the fees due by the Company to the company designated by the Investor under the Agreement, equal to 10% of the amounts paid, constitute an accounting transaction separate from the capital increase and do not change its amount, the issuance price or the allocation between share capital and share premium; they would, however, correspondingly reduce the net cash proceeds of the Transaction.

Disclaimer

This press release has been prepared for information purposes only and does not constitute an offer to sell or a solicitation to buy or subscribe for financial instruments. It constitutes an update on the execution of a transaction already disclosed to the market on 29 October 2026 pursuant to Article 17 of Regulation (EU) No 596/2014 (MAR).

About Mexedia

Mexedia S.p.A. Società Benefit is a technology and services group listed on Euronext Growth Paris (ticker: ALMEX) that acquires, develops and grows specialised companies in high value-added businesses. Directly and through its subsidiaries, the Group provides telecommunications and digital services that help businesses manage and optimise communication with their customers through integrated technologies, automation and digital solutions. Through its subsidiary Stantup Service S.r.l., it provides business process outsourcing (BPO), IT, consulting and training services to operators in the Italian free energy market, with a focus on the start-up of new retailers. As a Società Benefit, Mexedia pursues, alongside its profit objective, common benefit purposes towards people, communities, territories and the environment.

This press release is available on the Company’s website www.mexedia.com in the “Press releases” section.