Poste Italiane S p A : Voluntary tender offer for all the Ordinary Shares of Net Insurance s.p.a. and voluntary tender offer for all the Warrants of Net Insurance s.p.a.

This is an English courtesy translation of the original documentation prepared in Italian language. In the event of inconsistencies, the original Italian version of this document shall prevail in any event over this English courtesy translation

THE RELEASE, PUBBLICATION OR DISTRIBUTION OF THIS COMMUNICATION IS NOT PERMITTED IN ANY COUNTRY WHERE SUCH COMMUNICATION WOULD VIOLATE THE RELEVANT APPLICABLE REGULATION

VOLUNTARY TENDER OFFER FOR ALL THE ORDINARY SHARES OF NET INSURANCE S.P.A.

AND

VOLUNTARY TENDER OFFER FOR ALL THE WARRANTS OF NET INSURANCE S.P.A.

Notice pursuant to Article 102, paragraph 1, of Legislative Decree no. 58 of February 24, 1998, as subsequently amended and integrated (the "CFA"), and Article 37 of the Regulation adopted by Consob with Resolution no. 11971 of May 14, 1999, as subsequently amended and integrated (the "Issuer's Regulation").

Rome, September 28, 2022 - Pursuant to and for the purposes of Article 102, paragraph 1, of the CFA and Article 37 of the Issuers' Regulation, Poste Vita S.p.A., a joint stock company under Italian law, having its registered office in Rome, viale Europa 190, registered with the Rome Companies Register, registration number and tax code no. 07066630638 and VAT number 05927271006 ("PV"), hereby announces its decision (the "Notice") to launch, through a special purpose vehicle which will be incorporated as joint stock company under Italian law and which shall be directly controlled by PV ("BidCo"):

1. a voluntary tender offer pursuant to Articles 102 subsq. of the CFA and Article 37 of the Issuers' Regulation (the "Offer on Shares") aimed at: (a) acquiring all of the ordinary shares (the "Shares") of Net Insurance S.p.A. ("Net Insurance", the "Issuer" or the "Company"), other than the no. 400.000 shares covered by the Non-Tender Commitments (as defined below) representing 2.16% of the Company's pre-dilution share capital and 1.97% of the Company's fully diluted share capital1; and (b) delisting

1 For the sake of clarity, any reference to "pre-dilution" share capital is intended to refer to the Issuer's share capital calculated on the basis of the number of shares issued by the Company and outstanding as of the date of this Notice, including treasury shares. The "pre-dilution" capital does not take into account the Conversion Shares (as defined below) that may be issued, in the ratio of no. 1 share for every single Warrant (as defined below), should the holders of the Warrants exercise their conversion right due to them following the opening of an extraordinary conversion window, pursuant to the regulation of the "Warrant Net Insurance S.p.A.", by the end of the Tender Period (as defined below). Please note that (1) the shares resulting from the possible conversion of the no. 46 Convertible Bonds (as defined below), entitling to a maximum of 766,669 ordinary shares of the Company, by the end of the Tender Period (as defined below), and (2) the shares arising from the possible exercise of rights under the Plan (as defined below), entitling to an allotment of a maximum of No. 1,059,273 ordinary shares of the Company by the end of the Tender Period (as defined below) (in the present case, based on the Consideration per Share (as defined below), the Shares arising from the possible exercise of the rights under the Plan (as defined below) amount to847,418 ordinary shares of the Company are serviced by treasury shares already currently held by the Issuer; therefore, the possible conversion of the Convertible Bonds (as defined below) and the exercise of the rights under the Plan (as defined below) have no impact on the number of shares issued by the Issuer.

Otherwise, any reference to the "fully diluted" share capital is to be understood as referring to the Issuer's share, including treasury shares (including those serving the conversion of the Convertible Bonds and the Plan), calculated assuming the full conversion of the Warrants into Conversion Shares (as defined below). Since the ordinary shares to be allotted upon (a) the full conversion of the Convertible Bonds (as defined below), and (b) the allotment, based on the Consideration per Share (as defined below), of 847,418ordinary shares under the Plan (as defined below) by the end of the Acceptance Period (as defined below) are treasury shares already currently held by the Issuer, any

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This is an English courtesy translation of the original documentation prepared in Italian language. In the event of inconsistencies, the original Italian version of this document shall prevail in any event over this English courtesy translation

the Shares from the Euronext Milan, STAR segment, organised and managed by Borsa Italiana S.p.A. ("Borsa Italiana", and the "Delisting of Shares"), and

1. a voluntary tender offer pursuant to Article 102 of the CFA on the no. 1,826,004 warrants named as "Warrant Net Insurance S.p.A." (the "Warrants"), representing all the Warrants issued by the Issuer and outstanding (the "Offer on Warrants" and, together with the Offer on Shares, the "Offers"), aimed at delisting the Warrants from the Euronext Milan, STAR segment, organised and managed by Borsa Italiana S.p.A. ("Delisting of Warrants" and, together with the Delisting of Shares, the "Delisting").

The following are the legal prerequisites, terms and essential elements of the Offers.

For any other information and for a complete description and evaluation of the Offers, please refer to the offer document that will be prepared and made available in the manner and within the timeframe prescribed by applicable regulations (the "Offer Document").

1. SUBJECTS PARITICIPATING TO THE TRANSACTION

1.1. The Offeror and the relevant company structure

PV intends to promote the Offers through BidCo (the "Offeror"), a special purpose vehicle which will be directly controlled by PV and that which will be incorporated as joint stock company within the timeframe prescribed by Article 102, paragraph 3 of the CFA, with the aim of acquiring and holding the Shares tendered to the Offer on Shares and the Warrants tendered to the Offer on Warrants. Due to the agreements included in the Framework Agreement and in the Term Sheet (as defined below), in particular their commitment to tender the Offers, the Net Shareholder and the Manager (as defined below) will be considered as persons acting in concert with the Offeror.

To the purposes of this Notice, any reference to the offeror shall be therefore intended as referred to, as the case may be, PV or, when incorporated, BidCo. It has to be noted that the share capital of PV is entirely held by Poste Italiane S.p.A. ("PI"), a joint stock company incorporated under Italian law and, therefore, PI controls PV pursuant to Article 93 of the CFA.

This Notice, therefore, will be published by PV with the express reservation that the Offers will be launched by the Offeror.

1.2. Persons Acting in Concert

The following are considered to be the persons acting in concert with the Offeror (the "Persons Acting in Concert") pursuant to Article 101-bis, paragraphs 4 and 4-bis of the CFA:

• PV, since it will directly control the Offeror;
• IBL Banca S.p.A. (the "Net Shareholder"), in light of the agreements included in the Framework Agreement (as defined below);
• Mr. Andrea Battista (the "Manager"), in light of the agreements included in the Term Sheet (as defined below).

conversion of the Convertible Bonds (as defined below) and the exercise of rights under the Plan (as defined below) have no impact on the number of shares issued by the Issuer.

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This is an English courtesy translation of the original documentation prepared in Italian language. In the event of inconsistencies, the original Italian version of this document shall prevail in any event over this English courtesy translation

The Offers will be launched by the Offeror also in the name and on behalf of the Persons Acting in Concert and, therefore, any obligations and/or fulfilments related to the Offers will be fulfilled by the Offeror also on behalf of the Persons Acting in Concert.

The Offeror shall be the sole party to become the purchaser of the Shares and Warrants tendered to the Offers and to assume the obligations and responsibilities related thereto.

1.3. The Framework Agreement

On the date hereof, PV entered with the Net Shareholder into an agreement (the "Framework Agreement") aimed at regulating, inter alia, the commitment of the Net Shareholder:

• to tender (i) to the Offer on Shares no. 4,930,542 Shares, representing approximately 26.64% of the Issuer's pre-dilution share capital and maximum no. 83,333 Shares resulting from the exercise of the conversion right relevant to the Convertible Bonds (as defined below) held by the Net Shareholder, as well as (ii) to the Offer on Warrants no. 340,959 Warrants held by the Net Shareholder (the Shares and Warrants under points (i) and (ii), the "Net Stake"), within the 5th (fifth) day from the starting of the Acceptance Period (as defined below);
• upon the success of the Offers (meaning the verification of the Threshold Condition, as defined below), to purchase, within the second business day following the completion of the Offers (that means the completion of the last fulfilment of the last phase of the Offers) a stake equal to 40% of the share capital of BidCo (the "BidCo Sale and Purchase"), against the payment of a price calculated on the basis of the disbursement actually borne (or to be borne) by BidCo for the entire payment of the Offers (and of the related costs), as well as for the operating expenditures of BidCo;
• to increase the insurance coverages concerning its Business CQ (as defined below) purchased from the Issues.

For further information, please refer to the key information concerning the Framework Agreement, which will be published within the terms and according to the procedure prescribed by Article 122 of the CFA and Article 120 of the Issuer's' Regulation.

1.4. Term Sheet with the Manager

With the aim of involving the top management of the Issuer in the future development of the latter and of the company controlled by it, on the date hereof, simultaneously with the publication of this Notice, PV and the Manager (as well as - for acknowledgement and agreement - the Net Shareholder) entered into a term sheet (the "Term Sheet") - which will be the basis of the final agreement to be signed before the publication of the starting of the Acceptance Period (as defined below) - containing the essential elements of the future relationship between the Manager and the Issuer and, inter alia, the undertaking of the Manager (a) to exercise the rights provided under the Plan (as defined below) for the granting of all the shares due to him in light of the provisions of the Plan itself, (b) not to tender to the Offer on Shares no. 400,00 Shares held by the Manager in the Company (the "Manager Non- Tender Commitment"), (c) to tender to the Offer on Shares the remaining part of the stake of the Manager in the Issuer, equal to no. 794,123 Shares (taking into account the Shares received upon the full exercise of the rights of the Manager under the Plan) representing 3.90%

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This is an English courtesy translation of the original documentation prepared in Italian language. In the event of inconsistencies, the original Italian version of this document shall prevail in any event over this English courtesy translation

of the fully-diluted share capital of the Company, and (d) to tender to the Offer on Warrants all the Warrants held by him, equal to no. 6,392 Warrants.

For further information, please refer to the key information concerning the Term-Sheet, which will be published within the terms and according to the procedure prescribed by Article 122 of the CFA and Article 120 of the Issuer's' Regulation.

1.5. The Issuer

The Issuer is a joint stock company incorporated under Italian Law, with registered office in Rome, via Giuseppe Antonio Guattani, no. 4, registered with the Rome Companies Register, registration number, tax code no. 06130881003 and VAT number IT15432191003.

The Issuer is a company authorized to carry on the insurance and reinsurance business in non-life business, registered with Register of insurance companies with no. 1.00136, holding company of the insurance group Net Insurance, registered with the Register of holding companies no. 023.

At the date of this Notice, the Issuer's share capital, subscribed and paid in, amounts to Euro 17,616,480 consisting of n. 18,511,500 Shares, without nominal value and having regular dividend.

In accordance with Article 4 of the Company's by-laws, the Issuer's term is set until 31 December 31, 2100.

The Shares are listed on the Euronext Milan, STAR segment, organized and managed by Borsa Italiana, with ISIN code IT0003324024, and are dematerialized in accordance with Article 83- bis of the CFA.

The table below states the parties that, based on the communications published pursuant to Article 120, paragraph 2, of the CFA, as published on the CONSOB website, on the date of this Notice, as well as on the information held by the Offeror, hold a stake of the Issuer's share capital above 5%:

	Shareholders		No. Shares	Percentage of the share capital
	IBL Istituto Bancario Del Lavoro		IBL Istituto Bancario del Lavoro	26.637%
		S.P.A.
	S.p.A.
			Value First Società Di Investimento	3.781%
			Per Azioni A Capitale Fisso
	First Capital S.p.A.		First Capital S.p.A.	1.757%
			Total	5.538%
	Algebris Investments (Ireland)		Algebris Investments (Ireland)	5.004%
		Limited
	Limited
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This is an English courtesy translation of the original documentation prepared in Italian language. In the event of inconsistencies, the original Italian version of this document shall prevail in any event over this English courtesy translation

Net Insurance S.p.A.	Net Insurance S.p.A.	10.751%

It should be noted that the above percentages may not be up to date and/or in line with figures processed and made public from other sources (including the Issuer's website), if subsequent changes in the shareholding had not resulted in shareholder disclosure obligations.

As of the date of this Notice, no person exercises control over the Issuer within the meaning of Article 93 of the CFA.

With the exception of the Warrants, the Convertible Bonds and the option rights provided for by the Plan (as defined below), as of the date of this Notice the Issuer has not issued any financial instruments other than the Shares that grant voting rights, even limited to specific topics, at ordinary and extraordinary shareholders' meetings and/or other financial instruments that may grant third parties, in the future, rights to purchase shares of the Issuer or voting rights, even limited.

The 2019-2023 Performance Share Plan

On July 19, 2019, the Ordinary Shareholders' Meeting of the Issuer resolved, inter alia, on the 2019-2023 Performance Share plan ("LTIP" or "Plan") for the Company's top management, as well as on the updated remuneration policies. The beneficiaries of the LTIP will be solely and exclusively the Chief Executive Officer and the management of the Company (the "Beneficiaries"). The heads of control functions are excluded. The Plan provides that, upon achievement of certain targets, a maximum of 1,059,273 treasury shares held by the Issuer will be granted and, at the end of the Plan period, transferred free of charge to the Beneficiaries. The duration of the Plan is 5 years (it ends with the approval of the annual financial statements as of December 31, 2023) and it provides that the transfer of the allotted Shares will take place only after the end of the fifth year from its approval (the "Final Term"). No early transfer is provided for in any capacity, except as noted below.

Pursuant to the Plan, in the event of the launch of a public takeover bid for all of the Issuer's Shares or the acquisition of de jure control over it by a third party during the term of the Plan, the Plan will terminate in advance of the Final Term. In such case, the Shares will be allotted and/or transferred and/or liquidated to each Beneficiary within a reasonable period of time from the occurrence of one of the aforementioned events and, in any case, in time to tender to the public tender offer and the trigger of the put option to the Beneficiaries shall be ensured in accordance with the provisions of the Plan.

Based on the Consideration per Share (as defined below), 847,418 treasury Shares held by the Issuer are expected to be allotted and transferred free of charge to Beneficiaries of the Plan.

Warrant

With reference to the Warrants, on January 2, 2019, the Issuer issued 1,974,776 Warrants, named "Warrants Net Insurance S.p.A.", ISIN code IT000535880. The Warrants are subject to the dematerialization regime pursuant to Articles 83-biset seq. of the CFA, and are admitted to the centralized management system of Monte Titoli S.p.A. The Warrants are traded on the Euronext Milan multilateral trading system, STAR Segment, organized and managed by Borsa Italiana.

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