Respighi BidCo S.p.A.
PLEASE READ CAREFULLY THE FOLLOWING RESTRICTIONS AND CONDITIONS RELATING TO ACCESS TO THIS SECTION OF THE WEBSITE
The documentation and information contained in this section of the website may be accessed solely by persons who are not currently domiciled or physically located in the United States of America, Canada, Japan, Australia, or in any other country other than Italy in which authorisation from the competent authorities or other compliance requirements would be necessary (all such countries, including [the United States of America, Canada, Japan and Australia], collectively, the “Excluded Countries”).
The documentation and information contained in this section of the website have not been, and shall not be, sent, transmitted in any manner, or otherwise distributed, directly or indirectly, in the Excluded Countries, nor using national or international communication or trade tools of the Excluded Countries, including, by way of example, the postal system, telefax, e-mail, telephone and Internet, nor by way of any office of any financial intermediary of the Excluded Countries, nor in any other manner.
The documentation and information contained in this section of the website have not been, and shall not be, sent, transmitted in any manner , or otherwise distributed, directly or indirectly, to persons resident or physically present in the Excluded Countries, and do not constitute, and shall not be construed as, an offer to purchase, or an invitation or solicitation of an offer to sell, financial instruments to “U.S. Persons” – as defined under the U.S. Securities Act of 1933 (the “Securities Act”), as amended – or to persons resident in other Excluded Countries. The shares of Recordati S.p.A. referred to in this section of the website have not been and will not be registered under the Securities Act, and may not be offered or sold in the United States of America absent registration or an applicable exemption from the relevant registration requirements.
The documentation and information contained in this section of the website may be accessed in or from the United Kingdom only: (i) by persons having professional experience in matters relating to investments who fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, the “Order”; or (ii) by high-net-worth entities and other persons to whom this Communication may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order; or (iii) by qualified investors as defined under paragraph 15 of Schedule 1 of the Public Offer and Admissions to Trading Regulations 2024 — all such persons together being referred to as “Relevant Persons”. The financial instruments referred to in this Communication are available only to Relevant Persons, and any invitation, offer or agreement to subscribe for, purchase or otherwise acquire such instruments will be directed only at such persons. Any person who is not a Relevant Person should not act or rely on the documentation and information contained in this section of the website or any of its contents.
In order to access the information and documents contained in this section of the website, you declare, under my own personal liability, that you are not a U.S. Person, that you are not physically located or resident in any of the Excluded Countries, and that you have fully understood and agreed to comply with all of the restrictions set forth above.
Please read carefully the following restrictions and conditions before continuing.
With reference to the voluntary tender offer (the “Offer”), concerning up to no. 209.125.156 ordinary shares (the “Shares”) of Recordati S.p.A. (“Recordati”), launched – pursuant to Article 102, paragraph 1, and Article 106, paragraph 4, of the Legislative Decree 58/1998, as subsequently amended (the “Italian Financial Act”) – by Respighi BidCo S.p.A. (the “Offeror”), at a price of Euro 51,29 for each Share, as announced by the Offeror by means of a press release published on 22 May 2026, please note the following.
Before the beginning of the Acceptance Period, as required by applicable laws and regulations, the Offeror will publish the offer document prepared in relation to the Offer, the “Offer Document”, which the shareholders of Recordati shall carefully examine.
The Offer is: (i) being launched in Italy, as the Issuer’s Shares are listed exclusively on Euronext Milan; and (ii) directed, indiscriminately and on equal terms, to all holders of the ordinary shares of Recordati.
The Offer has not been and will not be launched nor disseminated, directly or indirectly, in the United States of America, Australia, Canada and Japan, nor in any other country where such Offer is forbidden in the absence of authorisation from competent authorities or would require further fulfilments by the Offeror — all such countries, including the United States of America, Canada, Japan and Australia, collectively, the “Excluded Countries” — nor using national or international communication or trade tools of the Excluded Countries, including, by way of example, the postal system, telefax, e-mail, telephone and Internet, nor by way of any office of any financial intermediary of the Excluded Countries, nor in any other manner.
Any acceptance of the Offer resulting from solicitation activities carried out in breach of the above restrictions will not be accepted.
The offering document (the “Offer Document”) is confidential and may not be distributed, published, in whole or in part, or communicated to any person, or reproduced in any manner whatsoever. No transmission, distribution or reproduction of the Offer Document, in whole or in part, is authorized. Failure to comply with this provision may constitute a violation of the U.S. Securities Act of 1933, as amended, or the applicable laws of other jurisdictions.
Any person who may in any event receive a copy of the Offer Document in any manner shall not be authorised and may not purchase shares of Recordati.
The Offer Document and any other document that the Offeror will issue in connection with the Offer do not constitute, and shall not be construed as, an offer to purchase, or an invitation or solicitation of an offer to sell, financial instruments to U.S. Persons – as defined under the U.S. Securities Act of 1933, as amended, or to persons resident in the Excluded Countries.
The Offer Document and any other document that the Offeror will issue in connection with the Offer may be accessed in or from the United Kingdom only: (i) by persons having professional experience in matters relating to investments who fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, the “Order”; or (ii) by high-net-worth entities and other persons to whom this Communication may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order; or (iii) by qualified investors as defined under paragraph 15 of Schedule 1 of the Public Offer and Admissions to Trading Regulations 2024 — all such persons together being referred to as “Relevant Persons”. The financial instruments referred to in this Communication are available only to Relevant Persons, and any invitation, offer or agreement to subscribe for, purchase or otherwise acquire such instruments will be directed only at such persons. Any person who is not a Relevant Person should not act or rely on this Communication or any of its contents.
No securities may be offered or traded in the Excluded Countries absent specific authorisation in compliance with the applicable provisions of the local laws of such Excluded Countries, or an exemption from such provisions. Prior to tendering into the Offer, holders of shares of Recordati are advised to carefully read the documentation relating to the Offer published in accordance with applicable law. Acceptance of the Offer by persons resident in countries other than Italy may be subject to specific obligations or restrictions provided by applicable laws or regulations. Persons wishing to accept the Offer bear the exclusive responsibility for complying with such provisions and, therefore, before accepting the Offer, are required to verify their possible existence and applicability by consulting their own advisers.
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