Nova Re SIIQ S.p.A. on behalf of CPI Property Group S.A.: communication pursuant to article 102 of Legislative Decree no. 58 /1998” – 4 novembre 2020 h 20:16

CPI PROPERTY GROUP (société anonyme)

40, rue de la Vallée L-2661 Luxembourg

R.C.S. Luxembourg: B 102 254

PRESS RELEASE

Luxembourg, 4 November 2020

NOT FOR PUBLICATION IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA, OR IN ANY OTHER COUNTRY IN WHICH SUCH COMMUNICATION IS NOT PERMITTED IN ABSENCE OF AN AUTHORIZATION BY COMPETENT AUTHORITIES

Communication pursuant to article 102, paragraph 1 of Legislative Decree no. 58 of 24 February 1998, as subsequently amended, and article 37 of the Regulation adopted by Consob resolution no. 11971 of 14 May 1999, as subsequently amended, concerning the mandatory tender offer promoted by CPI Property Group S.A. on all ordinary shares of NOVA RE SIIQ S.p.A.

Pursuant to and for the purposes of article 102, paragraph 1 of Legislative Decree no. 58 of 24 February 1998, as subsequently amended, (the "TUF") and article 37 of the Regulation adopted by Consob resolution no. 11971 of 14 May 1999, as subsequently amended, (the "Issuers' Regulation"), CPI Property Group S.A. ("CPI" or the "Offeror") informs that today the legal conditions for the promotion by the Offeror of a totalitarian tender offer (the "Offer" or the "OPA"), pursuant to article 106, part 1, of the TUF, on the ordinary shares of NOVA RE SIIQ S.p.A. ("Nova RE", the "Issuer" or the "Company") have been fulfilled.

NOVA RE is an listed real estate investment Italian joint-stock company with shares traded on the Mercato Telematico Azionario ("MTA"), organised and managed by Borsa Italiana S.p.A. ("Borsa Italiana").

The Offer concerns all ordinary shares of the Issuer, with no indication of the nominal value, with regular dividend entitlement and fully paid-up (the "Shares"), less a) 11,012,555 Shares held directly by the Offeror at the date of this Communication (equal to 50% plus one share of the Issuer's share capital) and b) 38,205 treasury shares held by the Issuer (equal to approximately 0.17% of the Issuer's share capital).

The Offer therefore relates to 10,974,349 Shares, representing approximately 49.83%of the Issuer's share capital.

The offer document (the "Offer Document"), to be filed with CONSOB by the twentieth day following the date of this Communication, shall be published by the Offeror pursuant to article 102, paragraph 4 of the TUF.

It should be noted that, pursuant to article 101-bis, paragraph 3, letter c) of the TUF, the Offeror is not subject to the disclosure obligations towards employees or their representatives provided

for by the TUF, since it holds individually and directly the majority of the voting rights exercisable in the ordinary shareholders' meeting of the Issuer.

1. LEGAL CONDITIONS OF THE OFFER

In February 2020, the Company launched a market survey, pursuant to Article 11 of Regulation (EU) No. 596/2014, to assess the possible participation of investors in a planned increase in its share capital, in line with the guidelines of the Company's business plan for the period 2020- 2024 and with what was communicated to the market on 21 November 2019.

Having participated in the aforementioned survey and in context thereof, CPI first sent to Nova RE a non-binding expression of interest on 5 March 2020 and, subsequently, on 2 October 2020, sent its binding offer (the "Subscription Offer"). The Subscription Offer was accepted by the Company on 7 October 2020.

In particular, CPI has undertaken to subscribe in cash for 11,012,555 ordinary shares of Nova RE issued as part of an increase reserved exclusively for CPI or another company belonging to the same group at a price of € 2.36 per Share, including any share premium (the "Subscription Price") and, therefore, for a total consideration of € 25,989,629.80. On 29 October 2020 the Board of Nova RE resolved to increase the capital for a total amount of € 25,989,629.80 (the "Capital Increase" or the "Transaction") in partial execution of the proxy granted, pursuant to Article 2443 of the Italian Civil Code, by the Shareholders' meeting on 27 August 2020.

By way of background, on 27 August 2020, the Shareholders' Meeting of the Company resolved to grant the Board of Directors a proxy to increase the share capital pursuant to Article 2443 of the Italian Civil Code by a maximum total amount of € 60,000,000.00 (including any share premium), also excluding option rights pursuant to Article 2441, paragraph 4, first sentence, and paragraph 5, of the Italian Civil Code, which may be exercised by the deadline of 31 October 2020 (the "Proxy").

On 29 October 2020, the Board of Directors of the Issuer partially exercised the Proxy and consequently resolved to increase the share capital for a total amount of € 25,989,629.80. The obligation of CPI to launch the Offer follows the completion of the subscription by CPI of the 11,012,555 Shares resulting from the Capital Increase.

2. SUBJECTS PARTICIPATING IN THE OPERATION

2.1 Bidder

The company name of the Offeror is "CPI PROPERTY GROUP".

The Offeror is a société anonyme incorporated under the laws of the Grand Duchy of Luxembourg, with registered office at Rue de la Vallée, 40, Luxembourg (Grand Duchy of Luxembourg), registration number with the Registre de Commerce et des Sociétés du Luxembourg B 102254.

Pursuant to Article 3 of the Offeror's Articles of Association, the duration of the Offer is indefinite.

Mr. Radovan Vítek owns, directly and indirectly, a stake representing approximately 91% of the Offeror's share capital.

There are no persons acting in concert with the Offeror in relation to the Offer.

2.2 Issuer

The Issuer's corporate name is "Nova Re SIIQ S.p.A.". The Issuer is a joint-stock company incorporated under Italian law with registered office in Rome, Italy, Via Zara 28, registered in the Companies' Register of Rome under number 00388570426.

Pursuant to article 3 of the Articles of Association, the duration of the Issuer is fixed until 31 December 2050 and may be dissolved in advance and extended by resolution of the Shareholders' Meeting.

As of the date of this Communication, the Issuer's share capital amounts to € 63,264,527.93, divided into 22,025,109 ordinary shares with no par value, of which 11,012,554 Shares are admitted to listing and traded on the MTA organised and managed by Borsa Italiana, while the 11,012,555 Shares resulting from the Capital Increase and owned by the Offeror are not admitted to listing on the MTA. All the Shares are in dematerialised form pursuant to article 83- bis of the TUF.

At the date of this Communication, the Issuer has not issued any securities conferring special rights of control. Moreover, the Articles of Association do not provide for increased or multiple voting shares.

As at the date of this Communication, the Issuer is the holder of no. 38,205 own shares equal to approximately 0,17% of the share capital for which, pursuant to article 2357-ter, second paragraph, of the Italian Civil Code, the voting right is suspended (the "Own Shares").

3. ESSENTIAL ELEMENTS OF THE OFFER

3.1 Categories and quantity of securities subject to the Offer

The Offer relates to 10,974,349 Shares, representing all the Issuer's ordinary shares (other than those already held by the Offeror following the subscription of the Capital Increase) in circulation (excluding the Own Shares); the Shares subject to the Offer represent approximately 49,83% of the Issuer's share capital, are without the indication of the nominal value, with regular dividend entitlement and fully paid up.

The Offer is addressed indiscriminately and on equal terms to all shareholders of the Issuer. The Offer is not subject to conditions of effectiveness.

The Shares tendered to the Offer must be freely transferable to the Offeror and free from any constraints and encumbrances of any kind and nature, whether real, compulsory or personal.

As at the date of this Communication, it does not result that the Issuer issued bonds convertible into shares, warrants and/or financial instruments giving the right to vote, even limited to specific matters, in ordinary and extraordinary shareholders' meetings of Nova RE, and/or financial instruments that may confer on third parties in the future any commitment to issue

bonds convertible into shares or any proxy giving the Issuer's board of directors the power to resolve on the issue of bonds convertible into shares of the Issuer.

During the Acceptance Period (as defined below), as possibly reopened following the Reopening of the Terms (as defined below) or extended, the Offeror reserves the right to purchase Shares outside the Offer, to the extent permitted by applicable law.

Moreover, the number of Shares subject to the Offer may decrease following the purchase of Shares by the Offeror or by any person acting in concert with the Offeror, before the beginning of the Offer Period (as defined below), in accordance with the applicable laws and regulations.

The Offer is addressed, indiscriminately and on equal terms, to all the holders of the Shares.

3.2 Consideration and total countervalue of the Offer

The Offeror will pay in cash to each accepting party the consideration, equal to € 2.36 for each Share tendered to the Offer (the "Consideration").

The Consideration is net of stamp duty, registration tax or any tax on financial transactions, as they are due, and of fees, commissions and expenses which will remain the responsibility of the Offeror, while the substitute tax on capital gains, if due, will remain the responsibility of the accepting parties to the Offer.

Considering the mandatory nature of the Offer and taking into account the structure of the Transaction from which the obligation to promote the Offer arises, pursuant to article 106, paragraph 2, of the TUF, the Offer must be promoted at a price "...not lower than the highest price paid by the offeror and the Persons Acting in Concert with the same, in the twelve months prior to the communication referred to in article 102, paragraph 1, for purchases of securities of the same category".

The Consideration, consistent with the above, is equal to the price per share paid by the Offeror for the subscription by CPI of the 11,012,555 Shares of Nova RE resulting from the Capital Increase.

In particular, the Offeror has determined the Consideration of the Subscription Offer based on the prevailing market conditions, financial results of the Issuer, and the guidelines of the Company's business plan ("Nova Re 2020 Sailing Fast Plan") for the period 2020-2024, as communicated by the Issuer to the market on 21 November 2019.

The maximum total countervalue of the Offer, in case of full acceptance of the Offer, shall be € 25,899,463.64 (the "Maximum Total Consideration").

The Offeror intends to meet the financial coverage of the Maximum Overall Consideration through the use of its own cash resources.

The Offeror declares, pursuant to art. 37-bis of the Issuers' Regulations, that it is in a position to fully meet any commitment to pay the Maximum Total Consideration.