Telia : Exchange offer / Tender offer

NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, 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 OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

4 March 2024

Telia Company AB (publ) (formerly TeliaSonera AB (publ)) announces a cash tender

offer in respect of its outstanding SEK 600,000,000 3.995 per cent. Notes due 7

November 2024 (XS2553184461), SEK 2,400,000,000 Floating Rate Notes due November

2024 (XS2553183810), €650,000,000 3.875 per cent. Notes due 1 October 2025 (XS0545428285) and €500,000,000 3.00 per cent. Notes due 7 September 2027 (XS0826189028)

This announcement is released by Telia Company AB (publ) and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing information relating to the 2024 Fixed Rate Notes, the 2024 Floating Rate Notes, the 2025 Notes and the 2027 Notes (each as defined below). For the purposes of MAR and Article 2 of the Commission Implementing Regulation (EU) 2016/1055, this announcement is made by the Head of Group Treasury of Telia Company AB (publ).

Telia Company AB (publ) (the "Issuer") today announces an invitation to holders of its outstanding SEK 600,000,000 3.995 per cent. Notes due 7 November 2024 (XS2553184461) (the "2024 Fixed Rate Notes"), SEK 2,400,000,000 Floating Rate Notes due November 2024 (XS2553183810) (the "2024 Floating Rate Notes"), €650,000,000 3.875 per cent. Notes due 1 October 2025 (XS0545428285) (the "2025 Notes") and €500,000,000 3.00 per cent. Notes due 7 September 2027

(XS0826189028) (the "2027 Notes") (together, the "Securities" and each series of Securities, a "Series") to tender (i) any and all of their 2024 Fixed Rate Notes and 2024 Floating Rate Notes and

1. their 2025 Notes and their 2027 notes up to an aggregate principal amount of €500,000,000 (the "Maximum Acceptance Amount"), in each case for purchase by the Issuer for cash subject to the conditions described in the tender offer memorandum dated 4 March 2024 (the "Tender Offer Memorandum").

In respect of the 2025 Notes and the 2027 Notes, the Issuer reserves the right, in its sole discretion, to allocate a significantly lower or a significantly higher amount for the purchase of 2025 Notes and/or 2027 Notes pursuant to the Tender Offers than the Maximum Acceptance Amount (the sum of the aggregate principal amount of 2025 Notes and the 2027 Notes (if any) accepted for purchase by the Issuer pursuant to the Tender Offers, the "Final 2025 Notes and 2027 Notes Acceptance Amount"). The Issuer reserves the right, in its sole and absolute discretion, to set the Maximum Acceptance Amount at a significantly higher or significantly lower amount.

Such invitations (the "Tender Offers") are made on the terms and subject to the conditions contained in the Tender Offer Memorandum, and are subject to the offer and distribution restrictions set out below and as more fully described in the Tender Offer Memorandum. Capitalised terms used and not

otherwise defined in this announcement have the meanings given thereto in the Tender Offer Memorandum.

In respect of the 2025 Notes and the 2027 Notes, the Issuer will determine the allocation of the Final 2025 Notes and 2027 Notes Acceptance Amount between each of the 2025 Notes and the 2027 Notes in its sole discretion, and reserves the right to accept significantly more or significantly less (or none) of either such Series (subject to pro rata scaling, if applicable) as compared to the other such Series.

Copies of the Tender Offer Memorandum are (subject to the offer and distribution restrictions set out below) available from the Tender Agent, the contact details for which are set out below.

Rationale for the Tender Offers

The Tender Offers constitute part of the Issuer's ongoing balance sheet management aiming to pro- actively optimise its liability structure and manage upcoming debt redemptions. The Issuer intends to cancel all of the Securities acquired pursuant to the Tender Offers. Securities which have not been validly submitted for tender or which are otherwise not purchased pursuant to the Tender Offers will remain outstanding on their existing terms.

The Tender Offers

The Issuer will purchase the Securities validly tendered and accepted by it pursuant to the relevant Tender Offer for cash at the relevant Tender Price as described in further detail in the Tender Offer Memorandum and below, together with an amount equal to accrued and unpaid interest on such Securities from and including the most recent interest payment date to but excluding the Settlement Date:

Description of the

Issuer

ISIN

Aggregate

Tender Price

Amount subject to

Securities

Principal Amount

the relevant Tender

outstanding

Offer

Any and all Securities

SEK 2,400,000,000

Telia Company

XS2553183810

SEK 1,632,000,000

100.47 per cent.

Floating Rate Notes

AB (publ)

due November 2024

Any and all

SEK 600,000,000

Telia Company

XS2553184461

SEK 600,000,000

100.00 per cent.

3.995 per cent.

AB (publ)

Notes due 7

November 2024

Description of the

Issuer

ISIN

Aggregate

Benchmark

Fixed

Amount subject

Securities

Principal Amount

Rate

Purchase

to

outstanding

Spread

the relevant

Tender Offer

Capped Tender Offer Securities

€650,000,000 3.875

Telia Company

XS0545428285

€650,000,000

Interpolated

-20 bps

per cent. Notes due

AB (publ)

Mid-Swap

Subject as set out

1 October 2025

(formerly

Rate

herein, an

aggregate

TeliaSonera AB

principal amount

(publ))

of the 2025 Notes

€500,000,000 3.00

Telia Company

XS0826189028

€500,000,000

Interpolated

+5 bps

and/or 2027 Notes

up to the

per cent. Notes due

AB (publ)

Mid-Swap

Maximum

7 September 2027

Rate

(formerly

Acceptance

TeliaSonera AB

Amount

(publ))

2

The Issuer will pay for each Series of Securities validly tendered and accepted by it for purchase pursuant to the Tender Offers a price (each, a "Tender Price") as set out in the Tender Offer Memorandum or (in the case of the 2025 Notes and the 2027 Notes) to be determined at the Pricing Time on the Pricing Date in the manner described in the Tender Offer Memorandum.

In the case of the 2024 Fixed Rate Notes, the Tender Price will be equal to the fixed purchase price of

100.00 per cent. of the principal amount of the 2024 Fixed Rate Notes accepted for purchase pursuant to the relevant Tender Offer.

In the case of the 2024 Floating Rate Notes, the Tender Price will be equal to the fixed purchase price of 100.47 per cent. of the principal amount of the 2024 Floating Rate Notes accepted for purchase pursuant to the relevant Tender Offer.

In the case of the 2025 Notes and the 2027 Notes, the Tender Price will be determined by reference to the sum (such sum, the relevant "Fixed Spread Note Purchase Yield") of (i) the relevant Fixed Purchase Spread and (ii) the relevant Benchmark Rate. In the case of the 2025 Notes and the 2027 Notes, each Tender Price will be determined in accordance with market convention and expressed as a percentage of the principal amount of Securities of the relevant Series accepted for purchase pursuant to the relevant Tender Offer rounded to the nearest 0.001 per cent. (with 0.0005 per cent rounded upwards), and is intended to reflect a yield to maturity of the relevant Series on the Settlement Date equal to the relevant Fixed Spread Note Purchase Yield. Specifically, the Tender Price applicable to the 2025 Notes or the 2027 Notes will equal (a) the value of all remaining payments of principal and interest on the relevant Series up to and including the scheduled maturity date of the relevant Series, discounted to the Settlement Date at a discount rate equal to the relevant Fixed Spread Note Purchase Yield, minus (b) Accrued Interest for such Series.

If the Issuer decides to accept any validly tendered Securities for purchase, the Issuer currently proposes to accept for purchase pursuant to the relevant Tender Offer, (i) any and all of the 2024 Fixed Rate Notes and 2024 Floating Rate Notes (as further described in "Any and all Tender Offers - 2024 Fixed Rate Notes and the 2024 Floating Rate Notes" in the Tender Offer Memorandum) and (ii) the 2025 Notes and 2027 Notes validly tendered for purchase such that the aggregate principal amount of such 2025 Notes (if any) and 2027 Notes (if any) which it will accept for purchase pursuant to the relevant Tender Offer(s) will be an amount equal to or less than the Maximum Acceptance Amount across both Series taken together. In respect of the 2025 Notes and the 2027 Notes, if the aggregate principal amount of the relevant Series validly tendered for purchase is greater than the aggregate principal amount of such Series that the Issuer decides to accept for purchase, the Issuer intends to accept such Securities for purchase on a pro rata basis as further described below.

In respect of the 2025 Notes and the 2027 Notes, in the circumstances described in the Tender Offer Memorandum in which the 2025 Notes and the 2027 Notes validly tendered pursuant to the Tender Offers are to be accepted on a pro rata basis, each such tender of Securities will be scaled by a factor (the "Scaling Factor") equal to (i) the aggregate principal amount of such Series that is subject to scaling accepted for purchase by the Issuer pursuant to the relevant Tender Offer divided by (ii) the aggregate principal amount validly tendered of such Series that is subject to scaling (subject to adjustment to allow for the aggregate principal amount of Securities accepted for purchase, following the rounding of tenders of such Series described in the next sentence, to exactly equal the aggregate principal amount of the relevant Series that the Issuer intends to accept for purchase). Subject as provided below, each tender of such Securities that is scaled in this manner will be rounded down to the nearest €1,000.

In addition, in respect of the 2025 Notes and the 2027 Notes, in the event of any such scaling of tenders: (A) the Issuer will use reasonable endeavours to apply scaling (to the extent practicable, and adjusted as may be applicable) to each valid tender of Securities in such a manner as will result in both (a) the relevant Securityholder transferring to the Issuer an aggregate principal amount of at least the Minimum Denomination of such Series (unless the relevant Electronic Instruction Notice is

3

rejected in its entirety, as described in paragraph (B) below), and (b) the relevant Securityholder's residual amount of Securities (being the principal amount of the Securities the subject of the relevant Electronic Instruction Notice that are not accepted for purchase by virtue of such scaling) amounting to, in each case, either (i) at least the Minimum Denomination of such Series or (ii) zero, and (subject as provided in paragraph (B) below) the Issuer therefore reserves the right (but shall not be obliged) to adjust the pro rata scaling applicable to any relevant Electronic Instruction Notice accordingly; and

1. if following the application of the pro rata scaling (prior to any adjustment as referred to in paragraph (A) above), the principal amount of Securities otherwise due to be accepted for purchase from a Securityholder pursuant to an Electronic Instruction Notice would be less than the Minimum Denomination of such Series, the Issuer may in its sole discretion choose to (i) accept at least the relevant Minimum Denomination of such Series or (ii) reject the relevant Electronic Instruction Notice in its entirety.

A Securityholder whose Securities are accepted for purchase pursuant to the Tender Offers and who, following purchase of the relevant Securities on the Settlement Date (including following application of any pro rata scaling (if applicable)), continues to hold in its account with the relevant Clearing System further Securities in an aggregate principal amount outstanding of less than the applicable Minimum Denomination would need to purchase an aggregate principal amount of Securities such that its holding amounts to at least the applicable Minimum Denomination before (i) the Securities be traded in the Clearing Systems or (ii) it may receive a definitive Security in respect of such holding (should definitive Securities be printed).

The Issuer is under no obligation to accept for purchase any Securities tendered pursuant to the Tender Offers. The acceptance for purchase by the Issuer of Securities tendered pursuant to the Tender Offers is at the sole discretion of the Issuer, and Offers to Sell may be rejected by the Issuer for any reason.

For the avoidance of doubt, the Tender Consideration in respect of any Securities accepted for purchase by the Issuer pursuant to a Tender Offer shall be paid in the currency in which the relevant Securities are denominated.

Participating in the Tender Offers

To tender Securities for purchase pursuant to the relevant Tender Offer, a Securityholder who is eligible to participate in the relevant Tender Offer (each a "Qualifying Holder") should deliver, or arrange to have delivered on its behalf, via Euroclear Bank SA/NV or Clearstream Banking S.A. (the "Clearing Systems") and in accordance with the requirements of such Clearing System, a valid Electronic Instruction Notice that is received by the Tender Agent by the Expiration Time. Electronic Instruction Notices must be submitted in respect of a principal amount of Securities of the relevant Series of no less than the Minimum Denomination of the relevant Series of Securities.

A separate Electronic Instruction Notice must be completed on behalf of each beneficial owner of Securities of each such Series and, if a beneficial owner has a holding of Securities of more than one of these Series, in respect of its holding of Securities of each such Series.

The receipt of such Electronic Instruction Notice by the relevant Clearing System will result in the blocking of the relevant Securities in the Securityholder's account with the relevant Clearing System so that no transfers may be effected in relation to such Securities.

Electronic Instruction Notices are irrevocable except in the limited circumstances described in "Termination and Amendment" in the Tender Offer Memorandum.

By submitting a valid Electronic Instruction Notice, a Securityholder and any Direct Participant submitting such Electronic Instruction Notice on such Securityholder's behalf shall be deemed to make and give certain agreements, acknowledgements, representations, warranties and undertakings

4

to the Issuer, the Dealer Managers and the Tender Agent - see "Procedure for submitting Offers to Sell - Agreements, acknowledgements, representations, warranties and undertakings by Securityholders" in the Tender Offer Memorandum.

For further information with respect to submitting Electronic Instruction Notices, see "Procedure for submitting Offers to Sell" in the Tender Offer Memorandum.

Prior to making a decision as to whether to participate in the relevant Tender Offer, Securityholders should carefully consider all of the information in the Tender Offer Memorandum, including the section entitled "Risk Factors and other Considerations".

5

Indicative Timetable of Events

Please note the following important dates and times relating to the Tender Offers. Each is indicative only and is subject to change as a result of any extension, termination, withdrawal or amendment as set out in the Tender Offer Memorandum.

Events	Times and Dates
Commencement of the Tender Offers	4 March 2024
Notice of the Tender Offers published on a Notifying News
Service and on the website of the Luxembourg Stock
Exchange at www.luxse.comand distributed via the
Clearing Systems.
Tender Offer Memorandum made available by the Tender
Agent to Qualifying Holders upon request.
Beginning of Tender Offer Period.
Expiration Time	5.00 pm Central European time on
	11 March 2024
Deadline for receipt by the Tender Agent of Electronic
Instruction Notices.
End of Tender Offer Period.
Announcement of indicative non-binding results	At or around 11.00 am Central
	European time on 12 March 2024

1. non-bindingannouncement by the Issuer of whether or not it intends to accept valid tenders of Securities pursuant to the Tender Offers and if so accepted (i) the indicative principal amount of each Series of Securities it intends to accept; and (ii) any indicative Scaling Factor (in respect of the 2025 Notes and 2027 Notes, if applicable).

Pricing Time and Pricing Date in respect of the 2025 Notes and the 2027 Notes

In respect of the 2025 Notes and the 2027 Notes, determination of the Benchmark Rates, each Fixed Spread Note Purchase Yield and each Tender Price.

At or around 2.00 pm Central European time on 12 March 2024

Announcement of the results and pricing of the Tender Offers

Details of whether the Issuer will accept valid tenders of Securities pursuant to all or any of the Tender Offers and, if so accepted, in respect of each Series of Securities so accepted, (i) the aggregate principal amount of Securities of the relevant Series accepted, including details of any Scaling Factor, if applicable (in respect of the 2025 Notes and the 2027 Notes), (ii) in respect of the 2025 Notes and

As soon as practicable after the Pricing Time on the Pricing Date

6

the 2027 Notes, the relevant Fixed Spread Note Purchase Yield and the relevant Benchmark Rate and (iii) the relevant Tender Price, will be distributed via the Clearing Systems and published by way of announcement on a Notifying News Service and on the website of the Luxembourg Stock Exchange at www.luxse.com.

Settlement Date

Expected to be 13 March 2024

Expected settlement of the Tender Offers by payment of the Tender Consideration in respect of Securities accepted for purchase.

Qualifying Holders are advised to check with any Intermediary through which they hold their Securities whether such Intermediary would require receiving instructions to participate in, or withdraw their instruction to participate in, any Tender Offer prior to the deadlines set out above.

The deadlines set by each Clearing System for the submission of Electronic Instruction Notices will be earlier than the relevant deadlines above, in which case Qualifying Holders should follow those earlier deadlines.

Announcements

Announcements with respect to the Tender Offers will be made via a Notifying News Service, on the website of the Luxembourg Stock Exchange at www.luxse.comand through the Clearing Systems. Significant delays may be experienced where notices are delivered through the Clearing Systems, and Qualifying Holders are urged to contact the Tender Agent at the telephone numbers specified in this announcement for the relevant announcements during the Tender Offer Period. All announcements will be made available upon release at the offices of the Tender Agent.

Contact information

Crédit Agricole Corporate and Investment Bank and Nordea Bank Abp are acting as Dealer Managers for the Tender Offers and Kroll Issuer Services Limited is acting as Tender Agent.

Questions and requests for assistance in connection with the Tender Offers may be directed to the Dealer Managers:

THE DEALER MANAGERS

Crédit Agricole Corporate and Investment	Nordea Bank Abp
Bank	c/o Nordea Danmark, filial af Nordea Bank Abp,
12, Place des États-Unis	Finland
92547 Montrouge Cedex	Grønjordsvej 10
France	PO Box 850
Email: [e-mail]	DK-0900 Copenhagen C
Denmark
Telephone: [phone]	Email: [e-mail]
Attention: Liability Management
	Telephone: [phone]
	Attention: Liability Management

7

Questions and requests for assistance in connection with the delivery of Offers to Sell, and requests for documents, may be directed to the Tender Agent:

TENDER AGENT

Kroll Issuer Services Limited

The Shard

32 London Bridge Street

London SE1 9SG

United Kingdom

Telephone: [phone]

Attention: David Shilson

Email: [e-mail]

Website:https://deals.is.kroll.com/telia

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 the Tender Offers. If any Securityholder is in any doubt as to the contents of the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial advice, including in respect of any tax consequences, from its stockbroker, bank manager, solicitor, tax advisor, accountant or other appropriately authorised independent financial adviser. Any individual or company whose Securities are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Securities pursuant to the relevant Tender Offer. None of the Issuer, the Dealer Managers or the Tender Agent or any of their respective directors, employees or affiliates expresses any opinion about the terms or merits of the Tender Offers or makes any recommendation whether Securityholders should tender Securities pursuant to the Tender Offers, and the Dealer Managers and the Tender Agent and their respective directors, employees and affiliates do not accept any responsibility for the accuracy or completeness of the information contained in this announcement or the Tender Offer Memorandum including (without limitation) information concerning the Issuer or its subsidiaries and affiliates or for any failure by the Issuer to disclose events that may have occurred and may affect the significance or accuracy of such information.

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 Issuer, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions. Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or a solicitation of an offer to sell the Securities (and tenders of Securities in the Tender Offers will not be accepted from Securityholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offers to be made by a licensed broker or dealer and any Dealer Manager or any of the Dealer Managers' affiliates is such a licensed broker or dealer in any such jurisdiction, the relevant Tender Offer shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Issuer in such jurisdiction.

In addition to the representations referred to below in respect of the United States, each holder of Securities participating in the Tender Offers will also be deemed to give certain representations in respect of the other jurisdictions referred to below and generally as set out in the Tender Offer Memorandum. Any tender of Securities for purchase pursuant to the relevant Tender Offer from a Securityholder that is unable to make these representations will not be accepted. Each of the Issuer, the Dealer Managers and the Tender Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Securities for purchase pursuant to the relevant Tender Offer, whether any such representation given by a Securityholder is correct and, if such investigation is undertaken and as a result the Issuer determines (for any reason) that such representation is not correct, such tender shall not be accepted.

UNITED STATES: The Tender Offers are not being made, and will not be made, directly or indirectly in or into, or by use of the mail 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. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Securities may not be tendered in the Tender Offers by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States.

Accordingly, copies of this announcement and the Tender Offer Memorandum and any other documents or materials relating to the Tender 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 any persons located or resident in the United States. Any purported tender of Securities in the Tender 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 or resident in the United States or 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.

Neither this announcement nor the Tender Offer Memorandum is an offer of securities for sale in the United States or to U.S. persons (as defined in Regulation S of the Securities Act). Securities may not be offered, sold or delivered in the United States absent registration under, or an exemption from the registration requirements of, the United States Securities Act of 1933, as amended.

Each Securityholder participating in the Tender Offers will represent that it is not located in the United States and it is not participating in the Tender Offers from the United States or it is acting on a non-discretionary basis for a principal that is located outside the United States and that it is not giving an order to participate in the Tender Offers from the United States. For the purposes of this and the above

8

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 North Mariana Islands), any state of the United States of America and the District of Columbia.

UNITED KINGDOM: The communication of this announcement and the Tender Offer Memorandum and any other documents or materials relating to the Tender 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(1) of the Financial Services and Markets Act 2000 (the "FSMA"). 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 is exempt from the restriction on financial promotions under section 21(1) of the FSMA on the basis that it is only directed at and may be communicated to (1) persons who have professional experience in matters relating to investments, being investment professionals as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FPO"); (2) persons who are Securityholders or who fall within Article 43(2) of the FPO; or (3) any other persons to whom these documents and/or materials may lawfully be communicated. Any investment or investment activity to which this announcement or the Tender Offer Memorandum relates is available only to such persons or will be engaged only with such persons and other persons should not rely on it.

FRANCE: The Tender Offers are not being made, directly or indirectly, to the public in the Republic of France ("France") and this announcement, the Tender Offer Memorandum and any other document or material relating to the Tender Offers have not been distributed in France, except to qualified investors as referred to in Article L.411-2 of the French Code monétaire et financier and defined in Article 2(e) of Regulation (EU) 2017/1129. This announcement and the Tender Offer Memorandum have not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.

ITALY: None of this announcement, the Tender Offers, the Tender Offer Memorandum and any other documents or material relating to the Tender Offers has been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB"), pursuant to applicable Italian laws and regulations.

The Tender 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 may tender their Securities in the relevant Tender Offer 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 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

BELGIUM: The Tender Offers are not being made, and will not be made or advertised, directly or indirectly, to any individual in Belgium qualifying as a consumer within the meaning of Article I.1 of the Belgian Code of Economic Law, as amended from time to time (a "Belgian Consumer") and this Tender Offer Memorandum or any other documents or materials relating to the Tender Offers have not been and shall not be distributed, directly or indirectly, in Belgium to Belgian Consumers.

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

9