TRANSLATION FROM ITALIAN. Letterhead of SOFIL Société pour le Financement de l'industrie Laitiere

Transcription

1 TRANSLATION FROM ITALIAN Letterhead of SOFIL Société pour le Financement de l'industrie Laitiere Parmalat S.p.A. Via Nino Bixio, Milan By certified mail Via fax to number To attention of the Chief Executive Officer Borsa Italiana S.p.A. Piazza Affari Milan Via fax to number ANSA economia@ansa.it Via fax to number Reuters milan.newsroom@thomsonreu ters.com Via fax to number Radiocor radiocordesk.mi@ilsole24ore.com Via fax to number Announcement pursuant to Article 104, Section 2, of Legislative Decree No. 58 of February 24, 1998, as later amended and integrated (the TUF ), and Article 37 of the Regulation adopted by the Consob with Resolution No of May 14, 1999, as later amended and integrated, (the Issuers Regulation ), regarding the voluntary tender offer promoted by Sofil S.a.s. for all of the common shares of Parmalat S.p.A. Laval, December 27, 2016 Pursuant to and for the purposes of Article 102, Section 1, of the TUF and Article 37 of the Issuers Regulation, Sofil S.a.s. (the Offeror or Sofil ) announces its decision to promote a voluntary allshare tender offer (the Offer ), pursuant to Article 102 and following articles of the TUF, for 227,419,208 common shares (the Shares ) of Parmalat S.p.A. ( Parmalat or the Issuer ) a company with shares listed on the Online Securities Exchange ( MTA ) organized and operated by Borsa Italiana S.p.A. ( Borsa Italiana ) i.e., all of the Issuer s Shares outstanding as of the date of this announcement (the Date of the 102 Announcement ), less the 1,627,713,708 Shares (equal to 87.74% of the subscribed share capital as of the abovementioned date) owned by the Offeror, plus up to 52,851,928 additional Creditor Reserved Shares and up to 7,034,865 Warrant Exercise Shares (as defined below), all of the above as explained in greater detail in Section 3.1 later in this announcement. Therefore, the Offer is for a total of up to 287,306,001 Shares. The terms and key features of the Offer and its rationale are detailed below. In the manner and within the deadline required under the applicable regulations, the Offeror will transmit to the Consob the offer document (the Offer Document ) intended for publication, which should be consulted for a comprehensive description and assessment of the Offer

2 1. PARTIES PARTICIPATING IN THE TRANSACTION 1.1 The Offeror and the parties controlling it The Offeror is Société pour le Financement de l'industrie Laitiere S.a.s. or, in short, Sofil S.a.s., a simplified stock company under French law, with registered office at 33 avenue du Maine Tour Maine-Montparnasse, (75015) Paris (France), listed in the Register of Commerce and Companies of Paris (France), identification number R.C.S. Paris, which, as of the Date of the 102 Announcement, held a statutory controlling interest in the Issuer, equal to 87.74% of Parmalat s subscribed capital as of the same date. As of the Date of the 102 Announcement, the Offeror s share capital totaled 1,529,600, euros, comprised of 95,600,000 shares, par value euros each. As of the Date of the 102 Announcement, Emmanuel Besnier controlled the Offeror pursuant to Article 93 of the TUF, indirectly through the following French companies under his control: JEMA I S.C., B.S.A. S.A. ("BSA") and Claudel Roustang Galac S.A. ("CRG"). By virtue of the controlling relationships described above, Emmanuel Besnier and the companies under his control JEMA I S.C., BSA and CRG are deemed to be parties acting in concert with the Offeror, pursuant to Article 101-bis, Letter b), of the TUF (the Parties Acting in Concert ) 1.2 The Issuer The Issuer is Parmalat S.p.A., a stock company under Italian law, with registered office at 31 Via Nino Bixio, in Milan, listed in the Milan Company Register under No , R.E.A. No As of the Date of the 102 Announcement, the Issuer s share capital totaled 1,855,132, euros, comprised of 1,855,132,916 Shares, par value 1.00 euro each. The Shares are listed on the MTA. The Offeror has statutory control of the Issuer because, as of the Date of the 102 Announcement, it held an interest in the Issuer equal to 87.74% of its subscribed share capital as of that date. The Issuer is subject to guidance and coordination activity by BSA, which controls Sofil (indirectly, through CRG, and on a statutory basis) further to a resolution adopted by the Issuer s Board of Directors on July 31, As of the Date of the 102 Announcement, Parmalat held 2,049,096 treasury Shares, equal to 0.11% of its share capital. 2. RATIONALE FOR THE OFFER AND FUTURE PLANS OF THE OFFEROR The Offer is a tool to implement the Offeror s plan aimed at acquiring the Issuer s entire share capital and achieving the delisting of the Shares from the MTA. The delisting will be achievable, if the necessary requirements can be satisfied, through the fulfillment of the Purchase Obligation pursuant to Article 108, Section 2, of the TUF and/or the Purchase Obligation pursuant to Article 108, Section 1, of the TUF and/or the exercise of the Purchase Right (as defined below). The Lactalis Group (i.e., BSA and the companies it controls directly or indirectly), of which the Offeror is a member intends to continue supporting the Issuer s growth. The Lactalis Group believes that, over the long term, the abovementioned objective can be more readily and effectively pursued with a narrower shareholder base, rather than with a broad stock ownership, and in a situation such as the one resulting from the loss of listed company status, which entails lower costs and greater managerial and organizational flexibility

3 Moreover, by promoting the Offer, the Offeror intends to provide the Issuer s shareholders with an opportunity to dispose of their investments in a security the performance of which was characterized by an extremely low daily trading volume, cause by the limited float resulting from the previous voluntary tender offer promoted by the Offeror in 2011, and on terms that are more favorable than those available based on the performance of the Issuer s Shares in recent months. As of the Date of the 102 Announcement, the plans of the Offeror and the Lactalis Group do not include merger transactions that would involve the Issuer over the time period of 12 (twelve) months following the Payment Date (as defined below). 3. KEY FEATURES OF THE OFFER 3.1 Categories and quantities of the financial instruments subject of the Offer The offer is for: (i) (ii) (iii) 227,419,208 Shares, equal to 12.26% of the Issuer s subscribed share capital as of the Date of the 102 Announcement, i.e., all of the Shares issued and subscribed as of the same date, less a total of 1,627,713,708 Shares (equal to 87.74% of the subscribed share capital as of the Date of the 102 Announcement) currently owned by Sofil; in addition to up to 52,851,928 Shares that may be issued and allotted during the Offer Acceptance Period or during a possible Deadline Extension (both as defined in Section 3.3 below), as part of the b.1 and b.2 tranches of Parmalat s capital increase approved by the Issuer s extraordinary shareholders meeting on March 1, 2005 (as amended by resolutions approved by the Issuer s extraordinary shareholders meeting on September 19, 2005, April 28, 2007 and May 31, 2012 and extended by a resolution approved by the Issuer s extraordinary shareholders meeting on February 27, 2015) (the 2005 Capital Increase ), reserved for Challenging, Conditional and Late-filing Creditors, as defined pursuant to Article 5, Letters b.1 and b.2, of Parmalat s current Bylaws (the Shares Reserved for Creditors ). The number of Shares Reserved for Creditors included within the scope of the Offer was determined based on the amount, totaling 52,902,506 euros, of the Reserve for creditor challenges and claims of late-filing creditors convertible into share capital listed in Parmalat s separate financial statements at December 31, 2015 and the 50,578 Shares allotted in 2016, as stated in the press release published by the Issuer on July 26, 2016; and up to 7,034,865 Shares that may be issued during the Offer Acceptance Period or during a possible Deadline Extension, as part of the b.3 tranche of the 2005 Capital Increase, reserved for the exercise of the Parmalat S.p.A. common share warrants (the 2020 Warrants ) outstanding as of the Date of the 102 Announcement and those that may be allotted to Challenging, Conditional and Latefiling Creditors and exercised by them during the Offer Acceptance Period or during a possible Deadline Extension (the Shares Reserved for Exercise of Warrants ). The number of Shares Reserved for Exercise of Warrants included within the scope of the Offer was determined based on the press release published by Issuer on January 15, 2016, which shows that, as part of the b.3 tranche of the 2005 Capital Increase which calls for issuing up to 95,000,000 Shares reserved for the exercise of the Issuer s warrants (understood to mean, as of the Date of the 102 Announcement, the 2020 Warrants) a total of 87,965,135 Shares were issued. Consequently, the number of Shares reserved for Exercise of Warrants included within the scope of the Offer corresponds to the maximum number of Shares that could be issued upon the exercise of the 2020 Warrant that are outstanding or may be allotted

4 Therefore, the Offer is for a total of up to 287,306,001 Shares. The Offer does not apply to the 2020 Warrants. With regard to the maximum 7,034,865 Shares Reserved for Exercise of Warrants subject of the Offer, please note that, as of the Date of the 102 Announcement, there were Warrants outstanding, which will not be listed on the MTA. Pursuant to the proposal of composition with creditors in accordance with Article 4-bis of Decree Law No. 347/2003 concerning the Parmalat Group companies under Extraordinary Administration (the Composition with Creditors ), the Issuer may allot additional 2020 Warrants on the basis of Warrant for each allotted Share, for up to the first 650 Shares owed to each Challenging, Conditional and Late-filing Creditor. For additional information about the 2020 Warrants, please see the corresponding regulation, approved by the Issuer s Board of Directors on November 10, 2015, available on the Parmalat website ( Investor Relations/Parmalat Shares/Warrants page), as well as the Offer Memorandum, which will be transmitted to the Consob and made available to the public with the methods and within the deadline required by the applicable regulations. The Shares tendered in response to the Offer shall be freely transferable to the Offeror and free from encumbrances of any kind and type, real, mandatory and personal. The number of Shares subject of the Offer could decrease if, by the end of the Offer Acceptance Period and/or during the Deadline Extension (both as defined in Section 3.3 below), the Offeror and/or the Parties Acting in Concert were to purchase Shares of the Issuer separately from the Offer, in accordance with the provisions of Article 41, Section 2, and Article 42, Section 2, of the Issuers Regulation. 3.2 Unit consideration and total amount of the Offer The Offeror shall pay to each party accepting the Offer a consideration in cash of 2.80 euros for each Share tendered in response to the Offer and purchased by the Offeror (the Consideration ). The Consideration includes a premium of about 8.5% over the official price of the Parmalat stock, as recorded on December 23, 2016 (stock market trading day preceding the announcement of the Offer to the market) amounting to euros, plus the following premiums over the simple weighted average of the official prices during the reference periods listed below: Period Premiums 1 month 11.2% 3 months 14.8% 6 months 17.3% 12 months 17.8% SOURCE: COMPUTATIONS BASED ON BLOOMBERG DATA AND THE OFFICIAL PRICE DATA LISTED ON THE ISSUER S INVESTOR RELATIONS PAGE. Please note that the Consideration was determined based on independent assessments by the Offeror of the Issuer s economic and financial position, as shown in its financial statements, and on the growth potential expectations over the medium/long-term of the Parmalat Group, as could be gleaned from recent research reports published by financial analysts. It is also worth mentioning that, in determining the Consideration, the Offeror did not rely (and did not obtain) appraisals prepared by independent parties to assess the Consideration s fairness or on special valuation documents

5 The total maximum value of the Offer, computed based on the maximum number of Shares subject of the Offer, assuming total acceptance of the Offer by all eligible partiers, amounts to 804,456,803 euros (the Maximum Outlay ). The Offeror intends to fund the Maximum Outlay, amounting to 804,456,803 euros, by means of an intercompany financing facility that will be provided by B.S.A. Finances S.n.c. (B.S.A. Finances), a direct subsidiary of BSA. In order to disburse the abovementioned intercompany financing facility, BSA Finances will utilize a credit line provided by major banking institutions Duration of the Offer The length of the Offer acceptance period (the Offer Acceptance Period ) shall be determined jointly with Borsa Italiana, consistent with the deadline set forth in Article 40 of the Issuers Regulation, and will have a duration ranging between a minimum of fifteen and a maximum of forty stock market trading days, unless extended or if a new deadline is set pursuant to Article 40-bis of the Issuers Regulation (the Deadline Extension ). Pursuant to Article 39-bis, Section1, Letter a), No. 1, of the Issuers Regulation, Article 40-bis of the Issuers Regulation will be applicable to the Offer. Consequently, within the stock market trading day following the Payment Date (as defined below), the Offer Acceptance Period could be extended for 5 stock market trading days pursuant to Article 40-bis, Letter a), of the Issuers Regulation. The Consideration s payment date will be the fifth stock market trading day after the closing of (i) the Offer Acceptance Period and (ii) any Deadline Extension (the Payment Date ). 3.4 Conditions for the Offer s Effectiveness The Offer s effectiveness is subject to the following conditions (the Conditions of the Offer ): (a) (b) (c) the circumstance that acceptances of the Offer account for a total number of Shares large enough to enable the Offeror to hold, together with the Parties Acting in Concert, an aggregate equity interest greater than 90.5% of the Issuer s subscribed and paid-in share capital at the closing date of the Offer Acceptance Period (the Threshold Condition ). In this regard, please note that, by Resolution No of May 13, 2011, the Consob, acting further to a report by Borsa Italiana and pursuant to Article 112 of the TUF and Article 50, Section 3, Letter a), of the Issuers Regulation, raised to 90.5% the percentage required by Article 108, Section 2, of the TUF to trigger the obligation to purchase the Shares issued by Parmalat; the absence, by the Payment Date, of events at the national or international level producing major changes in market conditions that would have a materially adverse consequences on the Offer and/or the Issuer and/or its subsidiaries (the MAC Condition ); the absence, by the Payment Date, of any adoption/enactment, by jurisdictionally relevant institutions, entities or authorities, of legislative, administrative or judicial acts or decisions that (i) are aimed at or, otherwise, capable of (1) blocking or limiting, in whole or in part, even on a temporary basis, the Offeror s ability to purchase the Shares subject of the Offer; or (2) obstruct the Offer or the achievement of the Offer s objectives (specifically regarding, but not limited to, the delisting of the Issuer s Shares from the MTA); or (ii) impose burdens or conditions on the Offeror s ability to purchase the Shares subject of the Offer and/or achieve the Offer s objective (the Impeding Event Condition )

6 The Offeror may waive, or amend the terms of, at any time and at its exclusive discretion, in whole or in part, when allowed pursuant to law and consistent with the limits and methods allowed under Article 43 of the Issuers Regulation, any of the Conditions of the Offer. Specifically with regard to the Threshold Condition, the Offeror may waive it and, consequently, purchase a number of Shares large enough to enable the Offeror to hold, together with the Parties Acting in Concert, an aggregate equity interest equal to or lower than 90.5% of the Issuer s subscribed and paid-in share capital at the closing date of the Offer Acceptance Period. The Offeror shall announce whether or not the Conditions of the Offer had been satisfied or, if the Conditions of the Offer had not been satisfied, whether it is waiving all of them or, as the case may be, waiving one or more of them, disclosing this decision in the manner required by Article 36 of the Issuers Regulation. If any of the Conditions of the Offer cannot be satisfied and the Offeror does not exercise its right to waive them, which would render the Offer ineffective, the shares tendered in response to the Offer shall be returned to their respective owners, who shall incur no charges or expenses, by the first stock market trading day following the first announcement declaring the Offer ineffective. 3.5 Delisting of the Shares Purchase Obligation pursuant to Article 108, Section 2, of the TUF The Offer is aimed at acquiring the Issuer s entire share capital and delisting the Issuer s Shares from the MTA. Please note that, by Resolution No of May 13, 2011, the Consob, acting further to a report by Borsa Italiana, pursuant to Article 112 of the TUF and Article 50, Section 3, Letter a), of the Issuers Regulation, raised to 90.5% the percentage required by Article 108, Section 2, of the TUF to trigger the obligation to purchase the Shares issued by Parmalat. Consequently, if the Offeror, jointly with the Parties Acting in Concert, were to hold due to the shares tendered in acceptance of the Offer (including any Deadline Extension) and any purchases made separately from the Offer in accordance with the regulations in effect within the Offer Period or during the Deadline Extension an aggregate equity interest greater than 90.5% but lower than 95% of the Issuer s share capital, the Offeror declares, nunc pro tunc, and pursuant to Article 108, Section 2, of the TUF, that it will not reestablish a share float large enough to ensure normal trading of the Shares on the MTA. Consequently, pursuant to Article 108, Section 2, of the TUF, the Offeror shall purchase the remaining Shares from any shareholder of the Issuer who requests it (the Purchase Obligation pursuant to Article 108, Section 2, of the TUF ) at a price per share that will be equal to the Consideration pursuant to Article 108, Section 3, of the TUF, or to the consideration determined by the Consob pursuant to Article 108, Section 4, of the TUF and Article 50 of the Issuers Regulation. Please note that, for the purpose of computing the thresholds required by Article 108 of the TUF, the treasury Shares held by the Issuer will be computed in the stake held by the Offeror (numerator) without being subtracted from the Issuer s share capital (denominator). The Offeror shall announce whether the requirements for triggering the Purchase Obligation pursuant to Article 108, Section 2, of the TUF are being satisfied, in accordance with the applicable regulations. Pursuant to Article 2.5.1, Section 6, of the regulation governing the markets organized and operated by Borsa Italiana (the Securities Exchange Regulation ), if the requirements for triggering the Purchase Obligation pursuant to Article 108, Section 2, of the TUF can be - 6 -

7 satisfied, Borsa Italiana shall delist the Shares from the MTA effective as of the first stock exchange trading day following the date of payment of the consideration owed under the procedure aimed at complying with the Purchase Obligation pursuant to Article 108, Section 2, of the TUF, the provisions of Section below notwithstanding. As a result, upon fulfillment of the Purchase Obligation pursuant to Article 108, Section 2, of the TUF, the Shares will be delisted from the MTA and the Shareholders of Parmalat who did not accept the Offer and did not ask the Offeror to purchase their Shares by virtue of the Purchase Obligation pursuant to Article 108, Section 2, of the TUF (the provisions of Section below notwithstanding) will own financial instruments that are not traded on any regulated market and, consequently, will face difficulties in selling their investment Purchase Obligation pursuant to Article 108, Section 1, of the TUF and exercise of the Right to Purchase pursuant to Article 111 of the TUF If the Offerors, jointly with the Parties Acting in Concert, were to hold due to the shares tendered in acceptance of the Offer (including any Deadline Extension), to any purchases made separately from the Offer in accordance with the regulations in effect within the Offer Period or during the Deadline Extension and/or to the fulfillment of the Purchase Obligation pursuant to Article 108, Section 2, of the TUF an aggregate equity interest equal to or greater than 95% of the Issuer s share capital, the Purchase Obligation pursuant to Article 108, Section 1, of the TUF shall become applicable and, consequently, the Offeror declares, nunc pro tunc, that it will comply with the obligation to purchase the remaining outstanding Shares from any shareholder of the Issuer who requests it, pursuant to Article 108, Section 1, of the TUF (the Purchase Obligation pursuant to Article 108, Section 1, of the TUF ). In addition, the Offeror declares, nunc pro tunc, that it intends to avail itself of the right to purchase provided under Article 111 of the TUF to acquire the remaining Shares outstanding (the Right to Purchase ). Consequently, the Offeror, by exercising the Right to Purchase provided under Article 111 of the TUF, will concurrently comply with its Purchase Obligation towards any requesting shareholders pursuant to Article 108, Section 1, of the TUF. The Offeror shall implement a single procedure in order to comply with the Purchase Obligation pursuant to Article 108, Section 1, of the TUF and exercise its Right to Purchase pursuant to Article 111 of the TUF. The purchase price for the remaining Shares will be determined in accordance with Article 108, Sections 3 and 4, of the TUF based on the number of Shares tendered in response to the Offer, taking into account the reference to that provision made in Article 111 of the TUF. More specifically, the purchase price paid for each Share shall be equal to the Consideration pursuant to Article 108, Section 3, of the TUF or the consideration determined by the Consob pursuant to Article 108, Section 4, of the TUF and Article 50 of the Issuers Regulation. Please note that, for the purpose of computing the thresholds required by Articles 108 and 111 of the TUF, the treasury Shares held by the Issuer will be computed in the stake held by the Offeror (numerator) without being subtracted from the Issuer s share capital (denominator). The Offeror shall announce whether or not the requirements for implementing the Purchase Obligation pursuant to Article 108, Section 1, of the TUF and the Right to Purchase pursuant to Article 111 of the TUF were satisfied, in accordance with the applicable regulations. Pursuant to Article 2.5.1, Section 6, of the Stock Exchange Regulation, upon the requirements for implementing the Purchase Obligation pursuant to Article 108, Section 1, of the TUF and the Right to Purchase being satisfied, Borsa Italiana will suspend trading in - 7 -

8 and/or delist the Issuer s Shares from the MTA, taking into account the time needed to exercise the Right to Purchase. I3.6 Market where the Offer is being promoted The Offer is being promoted exclusively in Italy, as the Shares are listed exclusively on the MTA and is addressed, on the sane terms, to all shareholders who own the Shares. The Offer was not and will not be promoted or distributed in the United States of America, Canada, Japan and Australia and in any other country where such an Offer is not allowed absent an authorization by the relevant authorities (the Other Countries ), nor will it be promoted or distributed using international means of communication and commerce (including, by way of example, the postal network, fax, telex, , telephone and internet) in the United States of America, Canada, Japan and Australia or the Other Countries, or by means of any type of structure of financial intermediaries in the United States of America, Canada, Japan and Australia or the Other Countries, or in any other way. 4. EQUITY STAKES HELD BY THE OFFEROR AND BY PARTIES ACTING IN CONCERT As of the Date of the 102 Announcement, the Offeror held 1,627,713,708 Shares, equal to 87.74% of the Issuer s subscribed share capital as of the same date. The Offeror exercises the voting rights conveyed by these Shares. To the Offeror s best knowledge, the Parties Acting in Concert do not hold any Shares. 5. COMMUNICATIONS AND AUTHORIZATIONS FOR IMPLEMENTATION OF THE OFFER The Offer is not subject to authorization by any authority. 6. PUBLICATION OF ANNOUNCEMENTS AND DOCUMENTS RELATED TO THE OFFER The Offer Memorandum, the announcements and all documents related to the Offer will be available on the Issuer s website, at the address 7. APPLICABILITY OF THE EXEMPTIONS PROVIDED UNDER ARTICLE 101-BIS, SECTION 3, OF THE TUF As Stated in Section 1.1 above, the Offeror is subject to statutory indirect control by Emmanuel Besnier, who, on the Date of the 102 Announcement, through the companies under his control JEMA I S.C., BSA and CRG, and the Offeror, held a majority of the voting rights exercisable at the Issuer s ordinary shareholders meeting; consequently, pursuant to and for the purposes of Article101-bis, Section 3, Letter c), of the TUF, Article 102, Sections 2 and 5, Article 103, Sections 3-bis, Article 104, Article 104-bis and Article 104-ter of the TUF, and any other provision of the TUF that imposes on the Offeror or the Issuer specific disclosure obligations towards employees or their representatives shall not apply to the Offer. 8. IRREVOCABLE PUT OPTION - 8 -

9 Please note that, if the Issuer Share are delisted from the MTA as a result of the Offer or, as the case may be, upon the implementation of the Purchase Obligation pursuant to Article 108, Section 2, of the TUF or the Purchase Obligation pursuant to Article 108, Section 1, of the TUF and/or the Right to Purchase, in order to ensure the prompt availability for sale of the Shares allotted to any Challenging, Conditional or Late-filing Creditors after the end of the Offer Acceptance Period and the Deadline Extension, if any, the Offeror agrees to grant exclusively to each one of the abovementioned creditors an irrevocable put option, pursuant to and for the purposes of Articles 1331 and 1336 of the Italian Civil Code, by virtue of which each of the abovementioned creditors shall have the right to sell the abovementioned Shares to the Offeror, who shall be obligated to buy them, at a price per share equal to the Consideration, all of the above in accordance with terms and conditions that will be specified in detail in the Offer Memorandum. 9. TRANSACTION ADVISORS For the purposes of the Offer, the Offeror will be assisted by Société Générale Corporate and Investment Banking, in the capacity as financial advisor. Sofil S.a.s. [signed] Emmanuel Besnier - 9 -

10 DISCLAIMER The Offer described in this announcement will be promoted by Sofil for the common shares of Parmalat. This announcement does not constitute an offer to buy or a solicitation to sell the Parmalat Shares. Prior to the start of the Offer acceptance period, as required by the applicable regulations, the Offeror shall publish an Offer Memorandum, which Parmalat shareholders should peruse carefully. The offer is addressed, indistinctly and on equal terms, to all holders of the Shares and is promoted exclusively in Italy (pursuant to Article 102 and subsequent articles of the TUF), in accordance with Italian law, as the Parmalat Shares are traded exclusively on the MTA. The Offer was not and will not be promoted or distributed in the United States of America, Canada, Japan and Australia and in any other country where such an Offer is not allowed absent an authorization by the relevant authorities (the Other Countries ), nor will it be promoted or distributed using international means of communication and commerce (including, by way of example, the postal network, fax, telex, , telephone and internet) in the United States of America, Canada, Japan and Australia or the Other Countries, or by means of any type of structure of financial intermediaries in the United States of America, Canada, Japan and Australia or the Other Countries, or in any other way. Neither copies of this announcement, or portions of it, nor copies of any other document that the Offeror may issue in connection with the Offer (including the Offer Memorandum) are being or shall be sent, transmitted in any way or otherwise distributed, directly or indirectly, in the United States of America (or to any U.S. Person, as defined in the U.S. Securities Act of 1933), Canada, Japan, Australia or the Other Countries. Anyone who receives the abovementioned documents shall not distribute them, send them or ship them (either by mail or any other international means of communication and commerce) to the United States of America, Canada, Japan and Australia or the Other Countries. No shares tendered in response to the Offer that result from solicitation activities carried out in violation of the limitations described above shall be accepted. Neither this announcement, nor any other document that the Offeror may issue in connection with the Offer (including the Offer Memorandum) constitute or may be construed as an offer of financial instruments aimed at parties residing in United States of America, Canada, Japan, Australia or the Other Countries. No instrument may offered or traded in the United States of America, Canada, Japan, Australia or the Other Countries absent a specific authorization consistent with the applicable provisions of local laws in the abovementioned countries or the Other Countries or without complying with the abovementioned provisions. Acceptance of the Offer by parties residing in countries other than Italy may be subject to specific obligations or restrictions set forth in the provisions of laws and regulations. Compliance with the abovementioned provisions is the exclusive responsibility of the recipients of the Offer, who, consequently, before accepting the Offer, shall verify its existence and applicability by consulting their advisors