Terms and Conditions

To access this section of the website, it is necessary to read and accept the following information, which the reader must carefully consider before reading, accessing, or otherwise using the information provided below. By accessing this section of the website, you agree to be bound by the terms and conditions set forth herein, which may be modified or updated (and for this reason, must be fully read each time you access it).

The admission document published in this section of the website (“Admission Document”) has been prepared in accordance with the Issuers’ Regulation of Euronext Growth Milan (“Issuers’ Regulation”) for the admission of the ordinary shares of Metriks.ai S.p.A. (the “Shares” and the “Company”) on Euronext Growth Milan, a multilateral trading system organized and managed by Borsa Italiana S.p.A.

The issuance of the Shares contemplated in the Admission Document and any other information contained in the following pages do not constitute a “public offer,” as defined by Legislative Decree No. 58 of 24 February 1998 (“TUF”), and therefore the preparation of a prospectus according to the schemes provided by Delegated Regulation (EU) 2019/980 is not required. Consequently, the Admission Document does not constitute a prospectus, and its publication does not require authorization by CONSOB pursuant to Regulation (EU) 2017/1129 or any other rules or regulations governing the preparation and publication of prospectuses under Articles 94 and 113 of the TUF, including the Issuers’ Regulation adopted by CONSOB with resolution No. 11971 of 14 May 1999, as subsequently amended and supplemented. The information contained in this section of the website is disseminated in accordance with Articles 17 and 26 of the Issuers’ Regulation.

This section of the website, the Admission Document, and any other information contained in the following pages are accessible only to persons who: (i) are residents of Italy and/or another European Union country and are neither domiciled nor currently located in the United States of America, Australia, Japan, Canada, or any other country where the dissemination of the Admission Document and/or such information requires approval by the relevant local authorities or violates local laws or regulations (“Other Countries”); and (ii) are not “U.S. Persons,” as defined in Regulation S of the United States Securities Act of 1933, as amended, nor persons acting for their account or benefit without appropriate registration or a specific exemption from registration under the United States Securities Act and applicable laws.

Access to this section of the website, download, temporary or permanent storage of the Admission Document, and any other information contained herein is prohibited for “U.S. Persons” as defined above. The information contained in this section of the website may not be copied or forwarded. Under no circumstances may the Admission Document or any other information contained in this section of the website be circulated, directly or indirectly, to persons in the situations described in points (i) and (ii) above, particularly in the United States, Australia, Japan, Canada, or Other Countries. The information on this website (or any other site linked thereto) does not constitute an offer, invitation to offer, or promotional activity relating to the Shares towards any citizen or resident of the United States, Australia, Japan, Canada, or Other Countries.

Furthermore, the Company’s Shares are not, and will not be, registered under the United States Securities Act of 1933, as amended, or with any regulatory authority of any U.S. state or jurisdiction and may not be offered or sold in the United States or to, or for the account or benefit of, a “U.S. Person,” as defined below, absent such registration or an express exemption from such requirement, nor in Australia, Japan, Canada, or Other Countries.

Regulation S of the United States Securities Act of 1933, as amended, defines “U.S. Person” as: (a) any natural person resident in the United States; (b) partnerships and corporations organized and existing under U.S. laws; (c) any estate whose administrators or trustees are U.S. Persons; (d) trusts with a U.S. Person trustee; (e) any agency, branch, or office of a person located in the United States; (f) non-discretionary accounts; (g) other similar accounts (except estates or trusts) managed or administered for the account or benefit of a U.S. Person; (h) partnerships and corporations if (i) organized under the laws of any foreign jurisdiction; and (ii) formed by a U.S. Person with the primary purpose of investing in unregistered securities under the U.S. Securities Act of 1933, as amended, unless organized and owned by accredited investors (as defined in Rule 501(a) of the U.S. Securities Act of 1933) that are not natural persons, estates, or trusts.

By accessing this section of the website, the Admission Document, and any other information contained in the following pages, I hereby declare under my full responsibility that I am resident in Italy, not domiciled or currently located in the United States of America, Australia, Japan, Canada, or Other Countries, and that I am not a “U.S. Person” as defined in Regulation S of the United States Securities Act of 1933, as amended.