Reverse merger of Rossini Investimenti S.p.A. and Fimei S.p.A. with RecordatiConference Call:2 ottobre 2020 - ore 8.30Dial in numbers:UK: [phone] – numero verde 0 800 0156384USA: [phone] – numero verde 1 855 2656959Italia: [phone] – numero verde 800 213 858Francia: [phone]Germania: [phone]

Reverse merger of Rossini Investimenti S.p.A. and Fimei S.p.A. with Recordati

MILAN, 1 OCTOBER 2020

Aims and results of the merger

The Recordati Board of Directors approved the proposed incorporation through reverse

merger of Fimei S.p.a. and Rossini Investimenti S.p.a. in Recordati S.p.a.

The transaction is subject to Shareholder approval

The merger aims to achieve:

• a shortening of the corporate control chain resulting in a more efficient dividend flow
• simplification of the governance structure
• reduction of operating costs relating to the merging entities
• opportunity for Recordati to benefit from tax incentives transferred from Rossini Investimenti
• • There will be no change to the respective share ownership in Recordati of its majority shareholder and other shareholders
  • There will be no change to Recordati's financial position, strategy or capital allocation policy

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Simplified merger structure chart based on shareholdings at 30 June 2020

Rossini

Luxembourg

S. à r.l.

Rossini

S. à r.l.

100%

Rossini Investimenti S.p.a

As of 30 June 2020

Net Assets (excl. shareholding in Fimei): c. € 2.4m

Net Cash: € 2.6 million No financial debt

100%

Fimei S.p.A.

As of 30 June 2020

Net Assets (ex. shareholding in Recordati): c. € 2.0m

Net cash: € 4.1 million of net cash No financial debt

51.820%

Rossini	Rossini
Luxembourg	Luxembourg
S. à r.l.	S. à r.l.

Rossini	Rossini
S. à r.l.	S. à r.l.
100%
Rossini
Investimenti
S.p.A.
100%	51.820%
Fimei
S.p.A.
51.820%

No change in structure above Rossini S.à r.l.

Before the merger Rossini Investimenti and Fimei will distribute to their respective shareholders an amount of dividends equal to their surplus liquidity, net of any charges, taxes, and/or costs, and/or debt

The companies will also be fully discharged from any obligations or liabilities in connection with the acquisition of Fimei by Rossini Investimenti

Recordati	Recordati	Recordati
S.p.A.	S.p.A.	S.p.A.

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Merger Plan ‐ key points

• The transaction, being a major transaction with related parties, was subject to, and has received, the favourable opinion of the Committee for transactions with related parties, wholly composed by independent directors
• The transaction is subject to Shareholder approval, notification to the Italian Prime Minister's office (under "Golden Power" regulation) and other pre‐closing conditions
• A tax benefit arising from Italian "ACE" (Allowance for Corporate Equity) will be transferred to Recordati S.p.A.. Benefit transferred is estimated to be € 12.9 million (non recurring, subject to Italian tax ruling) and € 1.3 million annual recurring (€ 1.0 million in 2021)
• Customary representation and warranties received from Rossini Luxembourg S.à r.l. to ensure no financial indebtedness, risks nor contingent liabilities are transferred to Recordati S.p.A.
• • No change in Recordati S.p.A.'s Articles of Association nor in the number of Recordati shares issued
  • Existing shareholdings in Recordati S.p.A. are unaffected by the merger
  • No change in the net financial position, strategy, nor capital allocation policy of Recordati S.p.A.
  • No new goodwill or intangible assets to be recognised as a result of the merger. Recordati S.p.A.'s financial statements remain substantially unaffected by the merger

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