Sodali & Co Transactions

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

DOCUMENTS IN THIS SECTION ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTIONS (AMONG OTHERS THE U.S.A., CANADA, AUSTRALIA AND JAPAN).

The bid is launched in Italy and in Spain (given that the Ordinary Shares are listed both on Euronext Milan and on the Spanish Stock Exchanges), and is addressed, all things being equal, to all of the holders of Ordinary Shares.

With specific reference to Spain, it is noted that the Spanish regulations on public takeover bids (Chapter IX of Spanish Royal Legislative Decree 4/2015, of 23 October, approving the restated text of the Securities Market Act and Royal Decree 1066/2007), does not apply to the Bid since the Issuer has its registered office in Italy and its Ordinary Shares are listed on Euronext Milan. In particular, the above mentioned Spanish regulations are only applicable to:

(i) companies whose shares are admitted to trading in a Spanish regulated market and which have their registered address in Spain;

(ii) companies which do not have their registered address in Spain and whose shares are not admitted to trading in a regulated market of the European Union Member State where their registered address is located, in certain circumstances; or

(iii) to a certain extent, certain companies whose shares are not admitted to trading in a Spanish regulated market and which have their registered address in Spain.

The Bid has not been and will not be launched or disseminated in the United States of America (or addressed to “U.S. Persons”, as defined pursuant to the U.S. Securities Act of 1933 and subsequent amendments), in Canada, Japan and Australia, as well as in any country in which such Bid is not permitted in the absence of the competent authorities’ authorisation or other compliance on the Bidder’s part (such countries, including United States of America, Canada, Japan and Australia, collectively called the “Other Countries”), and no use shall be made of national or international means of communication or commercial instruments of the Other Countries (including, by way of example, the postal network, fax, telex, e-mail, telephone and internet), or any facility of any of the financial intermediaries of the Other Countries, or any other method.

Subscription to the Bid by persons residing in countries other than Italy may be subject to specific obligations or restrictions provided for under applicable laws or regulations. It is the sole responsibility of the recipients of the Bid to comply with such provisions of law and, therefore, to verify their existence and applicability by contacting their advisors and complying with such provisions prior to subscribing the Bid.