Sodali & Co Transactions

BEFORE ACCESSING THE INFORMATION AND DOCUMENTS CONTAINED IN THIS SECTION OF THE WEBSITE, PLEASE READ CAREFULLY AND ACCEPT THE RESTRICTIONS AND CONDITIONS REPORTED HERE BELOW.

The following contains information in relation to voluntary totalitarian public tender offer (the “Offer”) , which will be promoted by Grey S.à r.l. (the “Offeror” or “Grey”) over the ordinary shares of IVS Group S.A. (the “Issuer” or “IVSG”) as announced by the Offeror on 22 April 2024 by means of a communication published pursuant to Article 102, paragraph 1, of Legislative Decree 24 February 1998, no. 58.

The Offer is being launched exclusively in Italy, as the shares of the Issuer are listed on STAR segment of Euronext Milan, an Italian regulated market organized and managed by Borsa Italiana S.p.A., and it is subject to the disclosure obligations and procedural requirements provided for under Italian law and Luxembourg law being the Issuer incorporated and operating under Luxembourg law. In particular, the Offer will be launched by means of the publication of an offer document subject to the approval of the Italian supervisory financial authority (Commissione Nazionale per le Società e la Borsa - CONSOB) (the “Offer Document”). The Offer Document will contain the full description of the terms and conditions of the Offer, including the terms of acceptance. Before accepting the Offer, the shareholders of the Issuer should read carefully the documents concerning the Offer pursuant to the applicable law.

The Offer has not been, and will not be, promoted nor disseminated in United States of America (or addressed to “U.S. Persons” as defined under the U.S. Securities Act of 1933), Canada, Japan and Australia, nor in any other country where such an Offer is forbidden without authorization from competent authorities or would be in breach of laws or regulations (jointly, the “Other Countries”), neither by using national or international communication or trade tools of the Other Countries (including, by way of example, the postal system, telefax, e-mail, telephone and Internet), nor by way of any office of any of the financial intermediaries of such Other Countries, nor in any other manner. No action has been or will be adopted to make the Offer possible in any of the Other Countries.

Anyone who intends to access this section of the website and view the Offer Document and the other documents published therein must read carefully and be fully aware of the information contained therein.

Copies of any information contained in this section of the website or any other document that the Offeror will issue in relation to the Offer, or portions thereof, are not and shall not be sent, nor in any way transmitted, or otherwise distributed, directly or indirectly, in the Other Countries. Anyone receiving such documents shall not distribute, forward or send them (neither by postal service nor by using any instruments of communication or commerce) in the Other Countries.

Any tender in the Offer resulting from solicitation carried out in violation of the above restrictions will not be accepted.

The information contained in this section of the website, as well as any other document issued by the Offeror in relation to the Offer, does not constitute and is not part of an offer to buy, nor of an invite or solicitation of offers to sell, financial instruments in the United States of America or any of the Other Countries. No financial instrument can be offered or transferred in the Other Countries without specific approval in compliance with the relevant applicable provisions of the local law of such countries or without exemption from such provisions.

This section of the website has been prepared in accordance with the laws of Italy and the information disclosed herein may be different from that which would have been disclosed had the Notice been prepared in accordance with the laws of countries other than Italy.

This section of the website may be accessed in or from the United Kingdom exclusively: (i) by persons having professional 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 companies having significant net equity and by persons to whom the Notice can be legitimately transmitted as they fall within the scope of Article 49(2), paragraphs from (a) to (d), of the Order (all these persons are jointly defined “Relevant Persons”). Financial instruments described in this section of the website are made available only to Relevant Persons (and any solicitation, offer, agreement to subscribe, purchase or otherwise acquire such financial instruments will be addressed exclusively to such persons). Any person who is not a Relevant Person should not act or rely on this document nor on any of its contents.

Tendering in the Offer by persons residing in countries other than Italy may be subject to specific obligations or restrictions provided by applicable legal or regulatory provisions of such countries. Recipients of the Offer are solely responsible for complying with such laws and regulations and, therefore, before tendering in the Offer, they are responsible for determining whether such laws exist and are applicable by relying on their own advisors. The Offeror does not accept any liability for any violation by any person of any of the above restrictions.

By selecting the “I ACCEPT” button you represent and warrant – under your own full responsibility – that you are not a US Person, you are not physically located nor resident in the Other Countries, you are not a person, who is not a Relevant Person, resident, domiciled or located in the United Kingdom and that you have read, understood and fully accept and agree to abide by all of the above limitations.