Certain Ordinary Shares of Magis S.p.A. are subject to a Lock-Up Agreement Ending on 22-DEC-2023. These Ordinary Shares will be under lockup for 365 days starting from 22-DEC-2022 to 22-DEC-2023.

Details:
On 21 November 2022, Magis, the Historical Members and IPOC 6 signed a lock-up agreement (the "Historical Members Lock Up Agreement"). Pursuant to the Lock-Up Agreement for Historic Members, the Historic Members have undertaken, to the extent of their respective competence, towards Magis and IPOC 6 not to carry out, for the duration of 36 months starting from the Admission Date, directly or indirectly, any transaction, inter vivos, even free of charge (including by way of example and not limited to, sale, also following the enforcement of a pledge, donation, exchange, contribution to a company, merger, demerger, or assignment within the of liquidation, securities lending, and/or fiduciary registration) by virtue of which the result of the transfer to third parties, in whole or in part and in any form, of property, bare ownership or real rights is achieved enjoyment, concerning: (i) the shares held by Tigil (a total of 64,496 PAS and 121,383 Ordinary Shares), the shares held by Marco Marzi (a total of 555,629 PAS and 1,045,703 Ordinary Shares) and the shares held by Maura Ancillotti (a total of 579,875 PAS and 1,091,333 Ordinary Shares); (ii) the Ordinary Shares which will be owned by the Historical Shareholders as a result of the conversion of the PAS according to the provisions of article 6.7(b) of the Articles of Association, to which reference is made for further information; and (iii) all additional shares in the Company that the Incumbent Members will hold in the future during the term of the Incumbent Lock-Up Agreement.

The commitment covered by the IPOC 6 Lock-Up Agreement (the "Lock-Up Commitment") will be effective for a period of 12 months starting from the date of conversion into Ordinary Shares of each tranche of Special Shares pursuant to the Articles of Association and, in any case, no later than the expiry of the 5th year following the Trading Start Date. As a partial derogation from the foregoing, upon the occurrence, pursuant to the Articles of Association, of any hypothesis of automatic conversion of tranches of Special Shares subsequent to the first tranche, the Lock-Up Commitment will immediately cease to be effective, even before the expiry of the term of 12 months referred to above, with regard to all the Ordinary Shares owned by IPOC 6 deriving from the conversion of the previous tranches of Special Shares pursuant to the Articles of Association.