SICIT S p A : 10 June 2021 – Statement in relation to the voluntary tender offer on the entirety of the capital launched by Circular Bidco A.p.A.

SICIT GROUP S.P.A.

STATEMENT

PURSUANT TO ARTICLE 103(3) OF LEGISLATIVE DECREE NO. 58/1998, AND

ARTICLE 39 OF CONSOB REGULATION NO. 11971 / 1999

in relation to the

VOLUNTARY TENDER OFFER ON THE ENTIRETY OF THE CAPITAL LAUNCHED BY

CIRCULAR BIDCO S.P.A. PURSUANT TO ARTICLE 102 OF LEGISLATIVE DECREE NO. 58/1998

10 June 2021

		TABLE OF CONTENTS
Definitions...........................................................................................................................	1
Introduction.........................................................................................................................	9
1.	Main terms and Conditions of the Offer........................................................................	10
	1.1	Shares subject to the Offer....................................................................................	10
	1.2	Conditions to which the Offer is subject...................................................................	11
	1.3	The transaction of which the Offer is part.................................................................	12
	1.4	The Consideration per Share and Maximum Disbursement ........................................	12
	1.5	Offer financing modalities and performance bond .....................................................	13
	1.6	Possible alternative scenarios for the holders of the Shares Subject to the Offer (also in
		relation to the possible Reopening of Terms) ...........................................................	15
2.	Issuer's Statement.................................................................	Error! Bookmark not defined.
3.	Description of the meeting of the Issuer's Board of Directors........................................	21
	3.1	Participants in the meeting of the Issuer's Board of Directors and specification of
		relevant interests pursuant to articles 2391 of the Italian Civil Code and 39 (1)(b) of the
		Issuers' Regulation ..............................................................................................	21

3.2 Indication of the participation of the members of the Issuer's Board of Directors in the

		negotiations for the finalisation of the transaction......................................................	22
	3.3	Documents examined...........................................................................................	22
	3.4	Outcome of the Board of Director's meeting.............................................................	23
4.	Data and elements useful for the evaluation of the Offer ...............................................	25
5.	Assessments of the Issuer's Board of Directors on the Offer.........................................	25
	5.1	Reasons for the Offer ...........................................................................................	25
	5.2	Plans drawn up by the Bidder................................................................................	26

5.2.1	Plans relating to the management of the business ...............................	26
5.2.2	Future investments and sources of finance.........................................	26
5.2.3	Possible restructuring and/or reorganisation .......................................	26
5.2.4	Envisaged changes in the composition of corporate bodies...................	27
5.2.5	Amendments to the By-Laws............................................................	29

6. Assessments of the Issuer's Board of Directors on the fairness of the Consideration per

Share.........................................................................................................................	30
6.1	Independent Directors' Opinion..............................................................................	30
	6.1.1	Fairness opinion issued by Lazard....................................................	31
6.2	The Independent Expert's Opinion..........................................................................	33
6.3	Fairness of the Consideration ................................................................................	36
7. Information pursuant to Article 39 (1)(h) of the Issuers' Regulation................................	36

8. Updating of information available to the public and disclosure of significant events

pursuant to Article 39 of the Issuers' Regulation...........................................................

38

8.1 Information on significant events after the approval of the annual financial report as at

31 December 2020 ..............................................................................................	38
8.2 Issuer's recent performance and prospects, if not disclosed in the Offer Document........	39
9. Conclusions of the Issuer's Board of Directors.............................................................	39

Schedule 1 - Opinion of the Independent Directors released on 9 June to which is attached the opinion of Lazard, as independent expert appointed by the Independent Directors

Schedule 2 - Opinion of Nomura, as Independent Expert of the Board of directors

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DEFINITIONS

We include here below a list of the main definitions used in this Issuer's Notice. Where the context so requires, terms defined in the singular form have the same meaning in the plural form and vice versa.

A1 Credit Line	the amortising credit line for a maximum amount of Euro 45,000,000,
	aimed at providing HoldCo with part of the resources necessary to
	meet the Maximum Disbursement, the terms and conditions of which
	are governed by the Loan Agreement.
A2 Credit Line	amortising credit line for a maximum amount of Euro 45,000,000,
	aimed at providing the company resulting from the possible Merger
	with the necessary resources to meet its cash requirements, the
	terms and conditions of which are governed by the Loan Agreement.
Acceptance Period	the period agreed with Borsa Italiana between 14 June 2021 and 7
	July 2021, both dates included, from 8:30 a.m. to 5:30 p.m., unless
	extended, during which it will be possible to accept the Offer.
B1 Credit Line	the bullet credit line for a maximum amount of Euro 72,000,000,
	aimed at providing HoldCo with part of the resources necessary to
	meet the Maximum Disbursement, the terms and conditions of which
	are governed by the Loan Agreement.
B2 Credit Line	the bullet credit line for a maximum amount of Euro 72,000,000,
	aimed at providing the company resulting from the possible Merger
	with the necessary resources to meet its cash requirements, the
	terms and conditions of which are governed by the Loan Agreement.
BidCo or Bidder	Circular BidCo S.p.A., an Italian law company, with registered office
	in Milan, viale Bianca Maria n. 25, registration number with the
	Companies' Register of Milan, Monza Brianza, Lodi, tax code and
	VAT number 11648660964.
Board of Directors	Sicit's administrative body governed pursuant to Articles 13 et seq.
	of the Issuer's By-Laws.
Borsa Italiana	Borsa Italiana S.p.A., with registered office in Milan, Piazza degli
	Affari, no. 6.
Borsa Rules	the Rules of the Markets Organised and Managed by Borsa Italiana
	in force as of the Offer Document Date.
Bridge Credit Line	the bullet credit line for a maximum amount of Euro 3,000,000,
	aimed at providing HoldCo with part of the resources necessary to
	meet the payment of the Consideration owed in relation to the
	Treasury Shares tendered in the Offer, the terms and conditions of
	which are governed by the Loan Agreement.
Capex Credit Line	the credit line, for a maximum amount of EUR 15,000,000, aimed at
	providing the company resulting from the possible Merger with the
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necessary resources to finance further investments and acquisitions, the terms and conditions of which are governed by the Loan Agreement.

Commitment to Accept the irrevocable commitment - undertaken by Intesa Holding pursuant to the TS and the Framework Agreement - to accept the Offer in respect of all the no. 9,142,110 Issuer Shares (as at the Offer Document Date equal to 40.67% of the Issuer's share capital) held thereby.

Commitment to Squeeze-out pursuant to Article 108(1) of the Consolidated Law on Finance

the Bidder's obligation to purchase from each requesting Shareholder the remaining Shares, pursuant to Art. 108 (1) of the Consolidated Law on Finance in the event that, following the Acceptance Period (including the Reopening of Terms, if any), the Bidder (together with the Parties acting in Concert) comes to hold in aggregate - as a result of the acceptances to the Offer, as well as of any purchases made outside of the Offer, directly or indirectly, by the Bidder and/or the Parties acting in Concert during the Acceptance Period (or during the Reopening of Terms, if any) and/or the purchases made during and/or as a result of the fulfilment of the Commitment to Squeeze-out under Art. 108 (2) of the Consolidated Law on Finance - a participation at least equal to 95% of the Issuer's share capital. For the purposes of calculating the thresholds provided for in Articles 108 and 111 of the Consolidated Law on Finance, Treasury Shares are added to the overall shareholding held by the Bidder and the Parties acting in Concert.

Commitment to Squeeze-out pursuant to Article 108(2) of the Consolidated Law on Finance

the Bidder's obligation to purchase from each requesting Shareholder the remaining Shares, pursuant to Art. 108 (2) of the Consolidated Law on Finance in the event that, following the Acceptance Period (including the Reopening of Terms, if any) and pursuant to Article 50 of the Issuers' Regulations, the Bidder (together with the Parties acting in Concert), after having waived the Threshold Condition, comes to hold in aggregate - as a result of the acceptances to the Offer, as well as of any purchases made outside of the Offer, directly or indirectly, by the Bidder and/or the Parties acting in Concert during the Acceptance Period or during any Reopening of Terms - a shareholding greater than 90% and lower than 95% of the Issuer's share capital. For the purposes of calculating the thresholds provided for in Articles 108 and 111 of the Consolidated Law on Finance, Treasury Shares are added to the overall shareholding held by the Bidder and the Parties acting in Concert.

Consideration	the cash consideration, which will be paid to each accepting
	shareholder for each Share tendered to the Offer, equal to Euro
	15.45 (fifteen/45), less the amount of any further dividend (ordinary
	or extraordinary other than the dividend of Euro 0.55 resolved by the
	shareholders' meeting of the Company on 29 April 2021 and paid to
	the Shareholders on 12 May 2021) per share approved for
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			distribution by the competent corporate bodies of the Issuer and
			actually paid before the Payment Date.
Consob			the Commissione Nazionale per le Società e la Borsa, with
			registered office in Via G.B. Martini 3, Rome.
Consolidated	Law	on	Legislative Decree No. 58 of 24 February 1998, as subsequently
Finance or TUF			amended.
Corporate	Governance	the Corporate Governance Code of listed companies approved by
Code			the Corporate Governance Committee, in force as of the Offer
			Document Date.
DCF			the Discounted Cash Flow valuation method applied by Lazard for
			the purposes of the fairness opinion issued pursuant to Article 39-
			bis of the Issuers' Regulations on 9 June 2021
Delisting			the revocation of the Sicit Shares from the listing in the MTA.
Electronic Stock Market or	the Electronic Stock Market organised and managed by Borsa
MTA			Italiana.
Estimates			the estimates adopted by Lazard for the purposes of the fairness
			opinion issued pursuant to Article 39-bis of the Issuers' Regulations
			on 9 June 2021.
Exchange Trading Day		each day on which Italian regulated markets are open according to
			the trading calendar established annually by Borsa Italiana.
Framework Agreement		the Framework Agreement entered into on 7 May 2021 between NB,
			Intesa Holding, TopCo, HoldCo and BidCo, relevant pursuant to and
			to the effects of Article 122(1) and (5) of the Consolidated Law on
			Finance, whose key shareholders' agreement information has been
			published pursuant to Articles 122 of the Consolidated Law on
			Finance and 130 of the Issuers' Regulations on the Issuer's website
			(www.sicitgroup.com).
GEA Loan Agreement		the loan agreement, governed by Italian law, by virtue of which
			Intesa Sanpaolo S.p.A. has irrevocably undertaken to issue, under
			the terms and conditions set out therein, the Performance Bond.
Golden Power Notification	the notification to the Presidency of the Council of Ministers pursuant
			to Article 2 of Legislative Decree no. 21/2012 concerning the Offer
			and the envisaged change of control of the Issuer as a result thereof.
HoldCo			Circular HoldCo S.p.A., a company incorporated under Italian law,
			with registered office in Milan, viale Bianca Maria n. 25, registration
			number with the Companies' Register of Milan, Monza Brianza,
			Lodi, tax code and VAT number 11648710967.
Incentive Plan			the incentive and loyalty plan promoted by the Issuer and named
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