Isagro S p A : Press Release Article 102 CFA on behalf of Gowan

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR

INDIRECTLY, IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE

RELEVANT LAW OR REGULATION OF SUCH JURISDICTION

MANDATORY TENDER OFFER ON THE ENTIRETY OF THE OUTSTANDING ORDINARY

SHARES OF ISAGRO S.P.A. PROMOTED BY CROP DEMETRA LIMITED FOR A PRICE PER

SHARE OF EURO 2.76

Press release pursuant to Article 102, paragraph 1, of Legislative Decree No. 58 dated February 24, 1998, as subsequently amended and supplemented (the "Consolidated Financial Act"), and Article 37 of the Regulation adopted by way of CONSOB resolution No. 11971 dated May 14, 1999, as subsequently amended and supplemented (the "Issuers' Regulation), concerning the mandatory tender offer on the entirety of the ordinary shares of Isagro S.p.A.

London (United Kingdom), May 14, 2021 - Pursuant to and for the purposes of Article 102, paragraph 1, of the Consolidated Financial Act and Article 37 of the Issuers' Regulation, following the completion, on the date hereof, of the transactions contemplated in the SPA (as defined below) entered into on March 6, 2021, Crop Demetra Limited (the "Offeror") - a company entirely owned, and appointed as designated purchaser, by Gowan Company, LLC ("Gowan Company") - hereby gives notice that, today, the legal requirements for the promotion by the Offeror of a mandatory tender offer pursuant to and for the purposes of Articles 102 and 106, paragraphs 1 and 3, let. a), of the Consolidated Financial Act (the "Offer") on all the ordinary shares of Isagro S.p.A. (the "Issuer" or "Isagro") (ISIN IT0001069902), a company listed on Mercato Telematico Azionario ("MTA") organized and managed by Borsa Italiana S.p.A. ("Borsa Italiana"), STAR Segment, are met.

The legal requirements, terms and essential features of the Offer are indicated below.

Within the timing and pursuant to the terms provided by law, the Offeror will file with the Commissione Nazionale per le Società e la Borsa ("CONSOB") the offer document for the Offer (the "Offer Document") intended for publication, to which reference should be made for a full description and evaluation of the Offer.

Pending the publication of the Offer Document, for any further information regarding the main terms and conditions of the Offer please refer to this press release, which is available on the Issuer's website www.isagro.com.

1. ENTITIES PARTICIPATING TO THE TRANSACTION

1.1 The Offeror and its controlling companies

The Offeror is Crop Demetra Limited, a limited liability company incorporated under the laws of the United Kingdom with registered office in Berkshire (United Kingdom), Highlands House

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Basingstoke Road, Spencers Wood, Reading, RG7 1NT, VAT no. GB155075023, registration number in the Companies' Register of England and Wales 08199763.

Below is a description of the chain of control of the Offeror on the date hereof.

The corporate capital of the Offeror is entirely held by Gowan Company, a limited liability company organized under the laws of the State of Arizona (United States of America), with registered office in 370 South Main Street, Yuma, Arizona 85364 (United States of America), registration number in the Arizona Corporate Commission L07672663.

The corporate capital of Gowan Company is entirely held by Yorick, Inc. ("Yorick"), a company incorporated under the laws of the State of Arizona (United States of America), with registered office in 370 South Main Street, Yuma, Arizona 85364 (United States of America), registration number in the Arizona Corporate Commission 01002646.

As of the date hereof, the corporate capital of Yorick is owned by a plurality of shareholders, none of which individually holds a controlling interest pursuant to Articles 93 of the Consolidated Financial Act and 2359 of the Italian Civil Code.

1.2 Persons Acting in Concert with the Offeror in relation to the Offer

The following are to be considered as persons acting in concert with the Offeror (the "Persons Acting in Concert"):

1. pursuant to Article 101-bis, paragraph 4-bis, let. b) of the Consolidated Financial Act, Gowan Company and Yorick, as entities controlling, respectively, directly and indirectly, the Offeror; and
2. pursuant to Article 101-bis, paragraph 4-bis, let. b) of the Consolidated Financial Act,
   Piemme S.r.l. ("Piemme") and Holdisa S.r.l. ("Holdisa"), as entities controlled by, respectively, directly and indirectly, the Offeror.

The Offeror is promoting the Offer also for and on behalf of the Persons Acting in Concert.

1.3 The Issuer

The Issuer is Isagro S.p.A., a joint-stock company incorporated under Italian law, with registered office in Milan, Via Caldera no. 21, fiscal code and number of registration in the Companies' Registered of Milan, Monza, Brianza and Lodi 09497920158.

As of the date hereof, the share capital of the Issuer is equal to Euro 24,961,207.65, divided into no. 24,549,960 ordinary shares (the "Ordinary Shares") and no. 14,174,919 special shares called "Growth Shares", with no voting rights and having the privileges in the distributions of profits and reserved under Article 24 of Isagro's by-laws (the "Growth Shares"), all with no nominal value.

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The Ordinary Shares of the Issuer are admitted to trading on the MTA, STAR Segment with ISIN code IT0001069902 and are dematerialised pursuant to Article 83-bis of the Consolidated Financial Act.

The Growth Shares of the Issuer are admitted to trading on the MTA, STAR Segment with ISIN code IT0005013542 and are dematerialised pursuant to Article 83-bis of the Consolidated Financial Act.

As far as the Offeror is aware, as of the date the Issuer holds no. 646,250 Growth Shares, equal to 1.67% of the share capital.

Pursuant to Article 7 of the Issuer's by-laws, as a consequence of the publication on the date hereof of this press release regarding the announcement of the fulfillment of the legal requirements for the promotion of the Offer, on the date hereof the no. 14,174,919 Growth Shares are automatically converted into no. 14,174,919 Ordinary Shares (in the ratio of one Ordinary Shares for each converted Growth Share).

The table below sets forth the information on the economic rights and voting rights of the Issuer for each class of shares (pre and post conversion of the Growth Shares).

	NUMBER	% OF ECONOMIC	% OF VOTING
		CAPITAL	RIGHTS
	Pre conversion of Growth Shares
Ordinary Shares	24,549,960	63.40%	100.00%
Growth Shares	14,174,919	36.60%	-
Total	38,724,879	100.00%	100.00%
	Post conversion of Growth Shares
Ordinary Shares	38,724,879	100.00%	100.00%

Pursuant to Article 7 of the Isagro's by-laws, the Board of Directors of the Issuer will ascertain the occurred conversion of the Growth Shares and will proceed with the consequent registration and notification as well as the filing of the updated text of the by-laws with the Companies' Register. The Board of Directors will set the date on which the Ordinary Shares deriving from the conversion of the Growth Shares will be assigned to the entitled shareholders, as agreed with Borsa Italiana and taking into account the need to ensure the regular beginning of trading of the Ordinary Shares themselves, and will inform the market accordingly. The Ordinary Shares deriving from the conversion of the Growth Shares will be assigned to the entitled shareholders in time for them to decide whether to adhere to the Offer.

As of the date hereof, the Issuer has not issued convertible bonds, warrants and/or financial instruments that grant voting rights (even limited to specific matters) at any of its ordinary or extraordinary shareholders' meetings, or other financial instruments that may grant the right to buy shares of the Issuer or voting rights to third parties in the future, even limited to specific matters.

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As of the date of this press release, there are no shareholders other than the Offeror who, on the basis of the communications made pursuant to Article 120, paragraph 2, of the Consolidated Financial Act, as published on Consob's website, hold a stake in the Issuer's Ordinary Shares equal or higher than 5% (source: www.consob.it).

2. LEGAL BASIS AND MOTIVATION OF THE OFFER

2.1 Legal basis of the Offer

The Offer consists in a mandatory tender offer on the entirety of the ordinary shares of Isagro promoted pursuant to and for the purposes of Articles 102 and 106, paragraphs 1 and 3, let. a) of the Consolidated Financial Act and the implementing provisions of the Issuers' Regulation.

The obligation to promote the Offer follows the completion, on the date hereof of the transactions described below that caused a change in the ownership structure of Holdisa, a company that, on the date hereof, owns no. 13,174,000 Ordinary Shares of the Issuer, representing 34.02% of the share capital and 53.66% of the voting right exercisable in the Issuer's shareholders' meeting pre conversion of the Growth Shares and 34.02% of the voting rights and the share capital post conversion of the Growth Shares (the "Relevant Stake in Isagro"), and no. 464,572 Growth Shares, representing 1.20% of the share capital of the Issuer (the "Holdisa Growth Shares").

In particular, it is specified, in brief, the following:

1. on March 6, 2021 - as announced to the market on March 7, 2021 - Gowan Company, as buyer, and Giorgio Basile and others shareholders of Piemme, as sellers (collectively, the "Sellers") entered into a sale and purchase agreement (the "SPA") whereby Gowan Company agreed to purchase: (a) all the quotas collectively owned by the Sellers - representing 99.9% of the share capital - in Piemme, a company owning an interest equal to 51% of the corporate capital of Holdisa; and (b) all the no. 1,737,596 Growth Shares collectively owned by the Sellers, representing 4.49% of the share capital of the Issuer (the "Sellers' Growth Shares"), for an aggregate purchase price of Euro 23,757,358 (the
   "Acquisition"), corresponding to an implied valorization of the Issuers' Ordinary
   Shares and Growth Shares equal to Euro 2.76 per share;
2. until the date hereof, Gowan Company held: (a) the remaining quota in Piemme, representing 0.1% of the corporate capital; and (b) the remaining quota in Holdisa, representing 49% of the corporate capital;
3. on May 6, 2021, Gowan Company designated the Offeror as buyer in the context of the Acquisition, pursuant to the terms and conditions of the SPA;
4. the execution of the SPA was subject to the fulfillment (or the waiver to the fulfilment, pursuant to the terms and conditions of the SPA) of certain conditions precedent. In particular: (a) on April 29, 2021, the Council of Ministers resolved to not exercise its

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special powers, therefore authorizing the envisaged transaction on Isagro pursuant to the applicable so called golden power regulation; (b) on May 12, 2021, the Sellers communicated to Company the occurred termination of any outstanding relationships between Isagro and its subsidiaries, on one hand, and any entity located in countries or regions (including Cuba) where any U.S. person cannot conduct business pursuant to any applicable law, on the other hand, and (c) on May 12, 2021, the Offeror communicated to the Sellers the waiver, to the extent applicable, to the condition precedent related to the obtainment of the applicable authorization from the competent antitrust authorities, since such requirements have been considered as not able to have any effect on the envisaged transaction on Isagro;

1. since all the conditions precedent provided under the SPA have been satisfied (or, to the extent applicable, waived), on the date hereof the Offeror completed the Acquisition;
2. on the date hereof, also the assignment by Gowan Company to the Offeror of the following interests has been completed: (a) the remaining quota in Piemme, equal to 0.1% of the corporate capital, and (b) the remaining quota in Holdisa, equal to 49% of the corporate capital; and
3. on the date hereof, the resignation letters from their offices with immediate effect, effective as of today's date, of four directors of the Issuer, Giorgio Basile (who also held the office of Chairman of the Board of Directors and Chief Executive Officer), Maurizio Basile (who also held the office of Vice-President of the Board of Directors), Alessandra Basile and Enrica Maria Ghia were received. Therefore, the Board of Directors of the Issuer will proceed to the cooptation of four new members designated by the Offeror.

Following the completion of the transactions described above, on the date hereof the Offeror became the owner of the entire corporate capital of Piemme and, indirectly, of Holdisa. Hence, the Offeror became the owner, directly and indirectly, of the Relevant Stake in Isagro and the Sellers' Growth Shares. Therefore, the Acquisition constituted an indirect purchase pursuant to and for the purposes of Article 45 of the Issuers' Regulation, having caused a change in Holdisa's control corporate structure.

In addition, as indicated in the table below, between March 31, 2021 and May 13, 2021, the Offeror directly purchased: (i) additional no. 1,389,403 Ordinary Shares, representing 3.59% of the share capital of the Issuer and 5.66% of the voting rights exercisable in the Issuer's shareholders' meeting pre conversion of the Growth Shares and 3.59% of the share capital and of the voting rights post conversion of the Growth Shares (the "Additional Purchased Ordinary Shares"); and (ii) additional no. 4,823,799 Growth Shares, representing 12.46% of the share capital (the "Additional Purchased Growth Shares").

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