Samhällsbyggnadsbolaget i Norden : Tender Offer - Launch Announcement

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA (the "United States") OR TO ANY U.S. PERSON (AS DEFINED BELOW) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).

18 March 2024

SAMHÄLLSBYGGNADSBOLAGET I NORDEN AB (PUBL)

ANNOUNCEMENT OF TENDER OFFERS

Samhällsbyggnadsbolaget i Norden AB (publ) (the "Offeror") announces today its invitations to holders of the outstanding securities set out in the table below, to tender such securities (together, the "Securities" and each series of Securities being a "Series") for purchase by the Offeror for cash at prices to be determined pursuant to a separate unmodified Dutch auction in respect of each Series of Securities, on the terms set out in the tender offer memorandum dated 18 March 2024 (the "Tender Offer Memorandum") prepared by the Offeror and subject to the Transaction Conditions (as defined below) and the other conditions described in the Tender Offer Memorandum. Each Series has, unless otherwise specified below, been issued by the Offeror. The Offers are subject to the offer and distribution restrictions set out below and as more fully described in the Tender Offer Memorandum.

Copies of the Tender Offer Memorandum are (subject to offer and distribution restrictions) available from the Tender Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Summary of the Offers

A summary of certain terms of the Offers appears below:

				First Optional
				Date for
			Outstanding	Redemption /
		Current	Principal	First Par Call	Minimum	Maximum Acceptance
Securities	ISIN	Coupon	Amount	Date	Purchase Price	Amount
						The Offeror proposes to
EUR 500,000,000						accept, on the terms and
Subordinated Fixed to						subject to the conditions
Reset Rate Undated	XS2010032618	2.624 per cent.	EUR	30 January 2025	18.000 per cent.	described in the Tender Offer
Capital Securities (the	per annum	453,880,000	Memorandum, an aggregate
"January 2025 Hybrid						principal amount of
Securities")						Securities such that the
						Securities Purchase

First Optional

Date for

Outstanding

Redemption /

Current

Principal

First Par Call

Minimum

Maximum Acceptance

Securities

ISIN

Coupon

Amount

Date

Purchase Price

Amount

Consideration

does

not

exceed

the

Maximum

EUR 500,000,000

Securities

Purchase

Subordinated Fixed to

Consideration

(the

Reset Rate Undated

XS2272358024

2.625 per cent.

EUR

14 December

18.000 per cent.

"Maximum

Acceptance

Capital Securities (the

per annum

456,896,000

2025

Amount").

"December 2025 Hybrid

Securities")

"Securities

Purchase

Consideration" means

the

total

purchase

consideration

for

the

Securities

validly

EUR 500,000,000

tendered

and

accepted

for

Subordinated Fixed to

purchase

pursuant

to

the

Reset Rate Undated

XS2010028186

2.875 per cent.

EUR

30 October 2026

18.000 per cent.

Offers

(excluding

Accrued

Capital Securities (the

per annum

439,306,000

Interest Payments in respect

"October 2026 Hybrid

of

such

Securities)

and

Securities")

"Maximum

Securities

Purchase

Consideration"

means EUR 250,000,000.

EUR 550,000,000 1.750

per cent. Fixed Rate Notes

3.000 per cent.

EUR

14 October 2024

due 14 January 2025 (the

XS1993969515

92.625 per cent.

per annum *

407,291,000

The

Offeror

reserves

the

"January 2025

Securities")

right, in its sole and absolute

discretion,

to

purchase

Securities

in

an

aggregate

EUR 5,000,000 4.500 per

Not Applicable

principal

amount

which is

cent. Notes due 10 March

XS2597112155

4.500 per cent.

EUR 5,000,000

92.625 per cent.

either more or less than the

2025 (the "March 2025

per annum

Maximum

Acceptance

Securities")

Amount.

The

Offeror

will

determine

EUR 500,000,000 1.125

4 June 2026

the

aggregate

principal

per cent. Notes due 4

2.375 per cent.

EUR

XS2049823680

77.250 per cent.

amount

of Securities of

the

September 2026 (the "2026

per annum *

500,000,000

relevant Series which it elects

Securities")

to purchase pursuant to the

relevant Offer (each a "Series

Acceptance Amount") in its

EUR 750,000,000 1.000

12 May 2027

sole and absolute discretion.

per cent. Notes due 12

XS2114871945

2.250 per cent.

EUR

67.250 per cent.

August 2027 (the "2027

per annum *

750,000,000

Securities")

EUR 700,000,000 0.750

14 September

per cent. Social Bonds due

2028

14 December 2028 issued

0.750 per cent.

EUR

by SBB Treasury Oyj

XS2271332285

58.750 per cent.

per annum

700,000,000

("SBB Treasury") and

guaranteed by the Offeror

(the "2028 Securities")

EUR 950,000,000 1.125

26 August 2029

per cent. Social Bonds due

26 November 2029 issued

XS2346224806

1.125 per cent.

EUR

57.250 per cent.

by SBB Treasury and

per annum

950,000,000

guaranteed by the Offeror

(the "2029 Securities")

EUR 50,000,000 2.750 per

3 January 2040

cent. Notes due 3 April

XS2151934978

3.000 per cent.

EUR 50,000,000

48.875 per cent.

2040 (the "2040

per annum

Securities")

* Inclusive of 125 bps coupon step-up.

"Hybrid Securities" means the January 2025 Hybrid Securities, the December 2025 Hybrid Securities and the October 2026 Hybrid Securities.

"Senior Securities" means the January 2025 Securities, the March 2025 Securities, the 2026 Securities, the 2027 Securities, the 2028 Securities, the 2029 Securities and the 2040 Securities.

Rationale for the Offers

The purpose of the Offers in respect of the Securities is, amongst other things, to proactively manage the Offeror's balance sheet. Simultaneously, the Offers will enable the Offeror to manage its overall wholesale funding level and better optimise its future interest expense.

The Offers in respect of the Hybrid Securities do not constitute a Deferred Interest Payment Event (as defined in the terms and conditions of such Securities).

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The acceptance of Securities for purchase pursuant to the Offers and the settlement of the Offers is conditional upon certain conditions, all as further described below in "Transaction Conditions".

Securities repurchased by the Offeror pursuant to the Offers will be cancelled. Securities which have not been validly tendered and/or accepted for purchase by the Offeror pursuant to the Offers will remain outstanding after the Settlement Date.

Transaction Conditions

The Offeror's acceptance of Securities for purchase validly tendered in accordance with the terms of the Offers will be irrevocable and will be subject to satisfaction of the Transaction Conditions described below. Once accepted (subject only as aforesaid), the Offers will constitute binding obligations of the submitting Holders of the Securities and the Offeror to settle the Offers.

The acceptance by the Offeror of Securities for purchase will be subject to there not having been threatened, instituted or pending any action or proceeding before any court or governmental, regulatory or administrative body that: (1) makes or seeks to make illegal the payment for, or acceptance of payment for, any of the Securities pursuant to the terms and conditions contained in the Tender Offer Memorandum; (2) would or might result in a delay in, or restrict, the ability of the Offeror to purchase any of the Securities; or (3) imposes or seeks to impose limitations on the ability of the Offeror to purchase the Securities (together, the "Transaction Conditions").

Details of the Offers

Purchase Price

The price the Offeror will pay for Securities of each Series validly tendered and accepted for purchase by the Offeror pursuant to the relevant Offer will be determined pursuant to an unmodified Dutch auction procedure, as more fully described in the Tender Offer Memorandum (the "Unmodified Dutch Auction Procedure").

Under the Unmodified Dutch Auction Procedure, the purchase price (specific to each Holder of Securities) in respect of each Series of Securities validly tendered by a Holder and which will be purchased by the Offeror pursuant to the relevant Offer (each such price, expressed as a percentage of the aggregate principal amount of the Securities of the relevant Series which will be purchased by the Offeror from such Holder, a "Purchase Price") shall be equal to the particular purchase price specified by the relevant Holder of Securities in the relevant Tender Instruction, subject to the Minimum Purchase Price (as more fully described in the Tender Offer Memorandum).

As the Purchase Price applicable to each relevant Holder of Securities is the price in respect of the relevant Securities specified by such Holder in its Tender Instruction, the Purchase Price payable to each Holder of Securities of the same Series will not necessarily be the same.

Maximum Acceptance Amount, Maximum Securities Purchase Consideration and Series Acceptance Amount

The Offeror proposes to accept, on the terms and subject to the conditions described in the Tender Offer Memorandum, an aggregate principal amount of Securities such that the Securities Purchase Consideration does not exceed the Maximum Securities Purchase Consideration (the "Maximum Acceptance Amount").

"Securities Purchase Consideration" means the total purchase consideration for the Securities validly tendered and accepted for purchase pursuant to the Offers (excluding Accrued Interest Payments in respect of such Securities) and "Maximum Securities Purchase Consideration" means EUR 250,000,000.

The Offeror will determine the aggregate principal amount of Securities of the relevant Series which it elects to purchase pursuant to the relevant Offer (each a "Series Acceptance Amount") in its sole and absolute discretion.

The Offeror reserves the right, in its sole and absolute discretion, to purchase Securities in an aggregate principal amount which is either more or less than the Maximum Acceptance Amount.

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Accrued Interest Payment

The Offeror will also pay, on the Settlement Date (subject to satisfaction or (if applicable) waiver of the Transaction Conditions on or prior to the Settlement Date), an Accrued Interest Payment in respect of Securities (other than the Hybrid Securities) accepted for purchase pursuant to the Offers.

In respect of any Hybrid Securities accepted for purchase pursuant to the Offers, the Offeror will not make any Accrued Interest Payment in respect of such Securities or any payment of any Deferred Interest (as defined in the terms and conditions of such Securities).

Tender Instructions

In order to participate in, and be eligible to receive the relevant Purchase Price and Accrued Interest Payment pursuant to, the Offers, Holders must validly tender their Securities by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by 4.00 p.m. (London time) on 22 March 2024 (the "Expiration Deadline").

Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.

Tender Instructions may be submitted on a "non-competitive" or a "competitive" basis as follows:

Non-Competitive Tender Instructions

In respect of any Series, Holders of Securities may submit one or more Non-Competitive Tender Instructions in respect of the Securities prior to the Expiration Deadline. Non-Competitive Tender Instructions need not specify an Offer Price, but must specify the aggregate principal amount of Securities of the relevant Series that the relevant Holder of Securities is offering pursuant to such Non-Competitive Tender Instruction. The aggregate principal amount of Securities of the relevant Series specified in the relevant Non-Competitive Tender Instructions should be an Integral Multiple in respect of the relevant Series, subject to such specified amount being no less than the relevant Minimum Denomination in respect of the relevant Series.

"Minimum Denomination" means (i) in respect of each Series of the Securities (other than the March 2025 Securities): EUR 100,000 and (ii) in respect of the March 2025 Securities: EUR 200,000.

"Integral Multiples" means (i) in respect of each Series of the Securities (other than the March 2025 Securities and the 2040 Securities): EUR 1,000 and (ii) in respect of the March 2025 Securities and the 2040 Securities: EUR 100,000.

In respect of any Series, the Offeror will accept for purchase all validly tendered Securities pursuant to Non-Competitive Tender Instructions if it accepts for purchase any validly tendered Securities pursuant to Competitive Tender Instructions. If the Offeror accepts a Non-Competitive Tender Instruction, the relevant Holder of Securities will receive the Minimum Purchase Price for the Securities of the relevant Series.

In the event that the Non-Competitive Tender Instructions submitted result in more Securities of the relevant Series being offered than the applicable Series Acceptance Amount, such Non-Competitive Tender Instructions will be accepted on a pro rata basis (as described below under "Scaling") such that the aggregate principal amount of Securities of such Series accepted for purchase is no greater than such Series Acceptance Amount. In such circumstances, the relevant Maximum Purchase Price will be the Minimum Purchase Price for such Series, and the Offeror will not accept for purchase any Securities of such Series tendered pursuant to Competitive Tender Instructions (as described in the Tender Offer Memorandum).

Tender Instructions that do not specify an Offer Price, or that specify an Offer Price equal to, or below, the Minimum Purchase Price will be treated as Non-Competitive Tender Instructions. The applicable Purchase Price for Non-Competitive Tender Instructions shall in no circumstances be less than the Minimum Purchase Price.

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Competitive Tender Instructions

Alternatively, in respect of any Series, a Holder of Securities may submit one or more Competitive Tender Instructions in respect of the Securities prior to the Expiration Deadline, provided that the aggregate principal amount outstanding of the Securities of the relevant Series that are the subject of these Competitive Tender Instructions does not exceed the aggregate principal amount of Securities of the relevant Series that each such Holder of Securities holds. Competitive Tender Instructions must specify:

• the Offer Price (expressed as a percentage, and which must be expressed in an increment of 0.10 per cent. above the Minimum Purchase Price) that such Holder of Securities would be willing to accept as the Purchase Price in respect of the Securities of the relevant Series that are the subject of the particular Tender Instruction. In the event that any Tender Instruction in respect of Securities specifies an Offer Price that is not the Minimum Purchase Price or an integral increment of 0.10 per cent. above the Minimum Purchase Price, the Offer Price so specified shall be rounded up to the nearest such increment of 0.10 per cent. above the relevant Minimum Purchase Price, and the Tender Instruction shall be deemed to have specified such figure as the Offer Price; and
• the aggregate principal amount of Securities of the relevant Series that the relevant Holder of Securities is tendering at that Offer Price. The aggregate principal amount of Securities of the relevant Series specified in the relevant Competitive Tender Instructions should be an Integral Multiple in respect of the relevant Series, subject to such specified amount being no less than the relevant Minimum Denomination in respect of the relevant Series.

In respect of any Series, the Offeror will not accept for purchase any validly tendered Securities pursuant to Competitive Tender Instructions unless it has also accepted for purchase all validly tendered Securities pursuant to Non-Competitive Tender Instructions. If the Offeror accepts a Competitive Tender Instruction (or Competitive Tender Instructions) the relevant Holder of Securities will receive the Offer Price offered by such Holder for the Securities of the relevant Series.

If (other than as described under "Non-CompetitiveTender Instructions" above) the aggregate principal amount of Securities of a Series validly tendered (i) pursuant to Non-Competitive Tender Instructions and

1. pursuant to Competitive Tender Instructions that specify a purchase price that is less than or equal to the relevant Maximum Purchase Price (as defined below), is greater than the relevant Series Acceptance Amount, the Offeror intends to accept for purchase (A) first, all such Securities tendered at purchase prices below such Maximum Purchase Price (including Securities of such Series tendered pursuant to Non- Competitive Tender Instructions) in full, and (B) second, all such Securities tendered at such Maximum Purchase Price on a pro rata basis, such that the aggregate principal amount of Securities of such Series accepted for purchase is no greater than such Series Acceptance Amount.

"Maximum Purchase Price" means, in respect of any Series of Securities, the highest price at which any Securities of such Series will be accepted for purchase by the Offeror.

Scaling

In the circumstances described in the Tender Offer Memorandum in which Securities of a Series validly tendered pursuant to an Offer are to be accepted on a pro rata basis, each such tender will be scaled by a factor (a "Scaling Factor") equal to (i) the relevant Series Acceptance Amount less the aggregate principal amount outstanding of the Securities of such Series that have been validly tendered and accepted for purchase and are not subject to acceptance on a pro rata basis, if applicable, divided by (ii) the aggregate principal amount outstanding of the Securities of such Series that have been validly tendered and are subject to acceptance on a pro rata basis (subject to adjustment to allow for the aggregate principal amount of Securities of such Series accepted for purchase, following the rounding of Tender Instructions as set out below, to equal the relevant Series Acceptance Amount exactly). Each tender of Securities that is scaled in this manner will be rounded down to the nearest Integral Multiple in principal amount for the Securities of the relevant Series in the manner set out in the Tender Offer Memorandum.

Indicative Timetable for the Offers

Events

Times and Dates

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	(All	times	are London
	times)
Commencement of the Offers
Offers announced. Tender Offer Memorandum available from the	18 March 2024
Tender Agent.
Expiration Deadline
Final deadline for receipt of valid Tender Instructions by the Tender	4.00 p.m. on 22 March
Agent in order for Holders to be able to participate in the Offers.	2024
Announcement of Results
Announcement of the Offeror's decision of whether to accept valid tenders	As	soon	as reasonably
of Securities of the relevant Series pursuant to the Offers (subject to the	practicable	following the
satisfaction or (if applicable) waiver of the Transaction Conditions by the	Expiration	Deadline
Offeror on or prior to the Settlement Date) and, if so accepted, (i) the	(expected to be on 25
aggregate principal amount of Securities which will be accepted for	March 2024)
purchase pursuant to the Offers and each Series Acceptance Amount; (ii)
the total purchase consideration for Securities validly tendered and
accepted for purchase (excluding Accrued Interest Payments in respect of
such Securities); and (iii) details of any pro rata scaling.
Settlement Date
Subject to the satisfaction or (if applicable) waiver by the Offeror of the	26 March 2024
Transaction Conditions, the expected Settlement Date for the Offers.

The above times and dates are subject to (i) the satisfaction or (if applicable) waiver by the Offeror of the Transaction Conditions; and (ii) the right of the Offeror to extend, re-open, amend, waive any condition of and/or terminate any of the Offers at any time before it has announced whether it has decided to accept any valid tenders of Securities pursuant to the relevant Offer(s) (subject to applicable law and as provided in the Tender Offer Memorandum). Holders are advised to check with any bank, securities broker or other intermediary through which they hold Securities by when such intermediary would need to receive instructions from a Holder in order for that Holder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offers before the deadlines specified in the Tender Offer Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified above. See "Procedures for Participating in the Offers" in the Tender Offer Memorandum.

Unless stated otherwise, announcements in connection with the Offers will be made by publication through the website of Euronext Dublin (https://direct.euronext.com/#/rispublication). Announcements may also be

1. made by the delivery of notices to the Clearing Systems for communication to Direct Participants and
2. made by the issue of a press release to a Notifying News Service. Copies of all such announcements, press releases and notices can also be obtained upon request from the Tender Agent, the contact details for which are below. Significant delays may be experienced where notices are delivered to the Clearing Systems and Holders are urged to contact the Tender Agent for the relevant announcements during the course of the Offers. In addition, Holders may contact the Dealer Manager for information using the contact details below.

Holders are advised to read carefully the Tender Offer Memorandum for full details of and information on the procedures for participating in the Offers.

This announcement is released by Samhällsbyggnadsbolaget i Norden AB (publ) and contains information that qualifies as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing information relating to the Offers described above. For the purposes of

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MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Helena Lindahl (Treasury Director), on behalf of Samhällsbyggnadsbolaget i Norden AB (publ).

J.P. Morgan SE (Telephone: [phone]; Attention: EMEA Liability Management Group; Email: [e-mail]) is acting as Dealer Manager for the Offers.

Kroll Issuer Services Limited (Telephone: [phone]; Attention: Alessandro Zorza; Email:

[e-mail]; Tender Offer Website:https://deals.is.kroll.com/sbbnorden) is acting as Tender Agent for the Offers.

Questions and requests for assistance in connection with (i) the Offers may be directed to the Dealer Manager; and (ii) the delivery of the Tender Instructions may be directed to the Tender Agent, the contact details for each of which are set out above.

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to any Offer. If any Holder is in any doubt as to the action it should take or is unsure of the impact of the Offer, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax, legal or other adviser. Any individual or company whose Securities are held on its behalf by a broker, dealer, bank, custodian, trust company, direct participant or other nominee or intermediary must contact such entity if it wishes to tender such Securities pursuant to the relevant Offer. None of the Offeror, the Dealer Manager or the Tender Agent, or any person who controls, or is a director, officer, employee or agent of such persons or any affiliate of such persons, makes any recommendation as to whether Holders should tender Securities pursuant to the Offers.

Offer and Distribution Restrictions

The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Offeror, the Dealer Manager and the Tender Agent to inform themselves about, and to observe, any such restrictions. Neither this announcement, the Tender Offer Memorandum nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Securities (and tenders of Securities for purchase pursuant to the Offers will not be accepted from Holders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offers to be made by a licensed broker or dealer and the Dealer Manager, or any of its affiliates is such a licensed broker or dealer in any such jurisdiction, the Offers shall be deemed to be made by the Dealer Manager or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.

United States: The Offers are not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States or to any U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended (each a "U.S. Person")). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of the Tender Offer Memorandum and any other documents or materials relating to the Offers are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to a U.S. Person and the Securities cannot be tendered in the Offers by any such use, means, instrumentality or facility or from or within, or by persons located or resident in, the United States or by any U.S. Person. Any purported tender of Securities in the Offers resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Securities made by a person located in the United States, a U.S. Person, by any person acting for the account or benefit of a U.S. Person, or by any agent, fiduciary or other intermediary acting on a non- discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Each Holder participating in an Offer will represent that it is not a U.S. Person located in the United States and is not participating in such Offer from the United States, or it is acting on a non-discretionary basis for

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a principal located outside the United States that is not giving an order to participate in such Offer from the United States and who is not a U.S. Person. For the purposes of this and the above paragraph, "United States" means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

Italy: None of the Offers, this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offers have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB"). The Offers are being carried out in the Republic of Italy ("Italy") as exempted offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Accordingly, Holders or beneficial owners of the Securities that are located in Italy can tender some or all of their Securities pursuant to the Offers through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Securities and/or the Offers.

United Kingdom: The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (as amended). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to, and may only be acted upon by, those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order")) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

France: The Offers are not being made, directly or indirectly, in the Republic of France ("France") other than to qualified investors (investisseurs qualifiés) as referred to in Article L.411-2 1° of the French Code monétaire et financier and defined in Article 2(e) of Regulation (EU) 2017/1129 (as amended). None of this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offers have been or shall be distributed in France other than to qualified investors (investisseurs qualifiés) and only qualified investors (investisseurs qualifiés) are eligible to participate in the Offers. The Tender Offer Memorandum and any other document or material relating to the Offers have not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers.

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