Italmobiliare S p A : Comunication from Cemital Privital Aureliana

PRESS RELEASE

ACCELERATED BOOK-BUILDING PROCEDURE BY SHAREHOLDER CEMITAL PRIVITAL AURELIANA S.P.A.

Milan, June 12, 2024 - Following the request of the shareholder Cemital Privital Aureliana S.p.A. ("Cemital"), the text of the press release relating to the launch and closing of an accelerated bookbuilding procedure concerning the ordinary shares of Italmobiliare S.p.A., carried out by Cemital, is provided below.

For more information

Italmobiliare

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, SOUTH AFRICA, AUSTRALIA, JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

PRESS RELEASE

Cemital Privital Aureliana S.p.A. launches placement of existing ordinary shares in Italmobiliare S.p.A. representing approximately 1.2% of the Company's existing share capital

Milan -June 11th, 2024. Cemital Privital Aureliana S.p.A. ("Cemital" or the "Seller") announces the launch of a placement of existing ordinary shares (the "Shares") in Italmobiliare S.p.A. ("Italmobiliare" or the "Company"), representing - as of the date of this press release - approximately 1.2% of the Company's share capital (the "Placement"). The Placement will be made to certain institutional investors by way of an accelerated bookbuilding process.

Bookbuilding will commence immediately. Cemital reserves the right to change the terms or timing of the Placement at any time. Cemital will announce the outcome of the transaction upon its completion.

As described by the Seller, the Placement is part of the ongoing commitment of the Pesenti family, now at its fourth generation, to Italmobiliare. In particular the transaction allows the family to concentrate the shareholding in the hands of the family branches that are more focused on the business.

Assuming the completion of the Placement, Cemital, which - as of the date of this press release - holds approximately 48.9% of the Company's share capital, will reduce its stake at approx. 47.7% and will continue to control the Company.

UniCredit has been appointed by Cemital to act as sole bookrunner in connection with the Placement (the "Sole Bookrunner").

In connection with the Placement Cemital, as customary, has agreed to a 180-day lockup period with respect to any remaining shares of Italmobiliare it will hold following the Placement. Subject to customary exceptions substantially in line with those already agreed in the context of Italmobiliare's initial public offering, no additional sales of shares of Italmobiliare will be made by Cemital during the lock up period without the consent of the Sole Bookrunner.

The company will not receive any proceeds from the Placement.

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IMPORTANT REGULATORY INFORMATION

Neither this announcement or the transaction contemplated herein contain or constitute an offer to buy or sell or subscribe for securities or a solicitation to sell or to buy or subscribe for securities or a promotional message or an advertisement.

The distribution of this announcement and the offer and sale of the Shares in certain jurisdictions may be restricted by law and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, South Africa or Japan or any other jurisdiction in which such publication or distribution is unlawful. This announcement is for information purposes only and the information contained herein does not constitute or form part of any offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire or subscribe for, any securities in the United States, Australia, Canada, South Africa, Japan or in any other jurisdiction, nor shall there be any offer, solicitation, sale or purchase of securities in any jurisdiction in which such offer, solicitation, sale or purchase would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

The Shares are not being offered to the public in any jurisdiction and may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, SOUTH AFRICA, AUSTRALIA, JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

document relating to the Shares in such jurisdiction. No action has been taken by the Seller, the Sole Bookrunner or any of their affiliates to permit a public offering of the Shares or possession or distribution of this announcement in any jurisdiction where action for that purpose is required.

The Shares have not been and will not be registered under the U.S. Securities Act of 1933, and may not be offered or sold in the United States without registration thereunder or except pursuant to an available exemption from or in a transaction not subject to the U.S. Securities Act of 1933. There will be no public offer of securities in the United States.

In member states of the European Economic Area (the "EEA"), this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of Article 2, paragraph 1, letter e) of the Prospectus Regulation (Regulation (EU) 2017/1129) ("Qualified Investors"). In the United Kingdom this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the UK Prospectus Regulation (Regulation (EU) 2017/1129) as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who fall within Article 49(2)(A) to (D) of the Order, or (iii) to whom it may otherwise lawfully be communicated (all such persons together with Qualified Investors in the EEA being referred to herein as "Relevant Persons"). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.

In connection with the sale of the Shares, the Sole Bookrunner and any of their affiliates may take up a portion of the Shares in the Sale as a principal position and in that capacity may retain, purchase, sell, offer to sell for its own accounts such Shares and other securities of the Company or related investments in connection with the Sale or otherwise. Accordingly, references in this announcement to the Shares being sold, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Sole Bookrunner and any of their affiliates acting in such capacity. In addition the Sole Bookrunner and any of their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Sole Bookrunner and any of their affiliates may from time to time acquire, hold or dispose of Shares. The Sole Bookrunner do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

The Sole Bookrunner is acting exclusively for Cemital and no-one else in connection with the transaction. They will not regard any other person as their respective clients in relation to the transaction and will not be responsible to anyone other than Cemital for providing the protections afforded to their respective clients, nor for providing advice in relation to the transaction, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

None of the Sole Bookrunner or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Cemital, Italmobiliare or the transaction, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, SOUTH AFRICA, AUSTRALIA, JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

PRESS RELEASE

Successful completion of the accelerated bookbuild offering launched by Cemital

Privital Aureliana S.p.A. in Italmobiliare S.p.A.

The proceeds amount to €15 million, deriving from the sale of no. 550,000 ordinary shares of

Italmobiliare S.p.A., at a price of € 27.50 per share.

Milan - June 12th, 2024. Further to the press release disseminated on June 11th, 2024, Cemital Privital Aureliana S.p.A. ("Cemital" or the "Seller") announces the successful completion of the accelerated bookbuild offering (the "Placement") of existing ordinary shares (the "Shares") of Italmobiliare S.p.A. ("Italmobiliare" or the "Company"). In particular, Cemital announces the placement to institutional investors of no. 550,000 Shares in Italmobiliare, equal to approximately 1.3% of the Company's issued share capital as of the date of this press release, at a price of € 27.50 per share.

The settlement of the Placement is expected to take place on June 14th, 2024.

Gross proceeds of the Placement amount to €15 million.

As described by the Seller, the Placement is part of the ongoing commitment of the Pesenti family, now at its fourth generation, to Italmobiliare. In particular the transaction allows the family to concentrate the shareholding in the hands of the family branches that are more focused on the business.

After completion of the Placement, Cemital continues to hold a stake of approx. 47.6% of the Company's share capital and remains the controlling shareholder of the Company.

UniCredit acted as sole bookrunner of the Placement (the "Sole Bookrunner").

Cemital has agreed, in line with the market practice, to a 180-daylock-up period from the closing of the Placement with respect to sales of any remaining shares it holds in Italmobiliare. Subject to customary exceptions substantially in line with those already agreed in the context of Italmobiliare's initial public offering, no additional sales of shares of Italmobiliare will be made by Cemital during the lock-up period without the prior consent of the Sole Bookrunner.

The Company will not receive any proceeds from the Placement.

* * * * * *

IMPORTANT REGULATORY INFORMATION

Neither this announcement or the transaction contemplated herein contain or constitute an offer to buy or sell or subscribe for securities or a solicitation to sell or to buy or subscribe for securities or a promotional message or an advertisement.

The distribution of this announcement and the offer and sale of the Shares in certain jurisdictions may be restricted by law and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, South Africa or Japan or any other jurisdiction in which such publication or distribution is unlawful. This announcement is for information purposes only and the information contained herein does not constitute or form part of any offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire or subscribe for, any securities in the United States, Australia, Canada, South Africa, Japan or in any other jurisdiction, nor shall there be any offer, solicitation, sale or purchase of securities in any jurisdiction in which such offer, solicitation, sale or purchase would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, SOUTH AFRICA, AUSTRALIA, JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

The Shares are not being offered to the public in any jurisdiction and may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the Shares in such jurisdiction. No action has been taken by the Seller, the Sole Bookrunner or any of their affiliates to permit a public offering of the Shares or possession or distribution of this announcement in any jurisdiction where action for that purpose is required.

The Shares have not been and will not be registered under the U.S. Securities Act of 1933, and may not be offered or sold in the United States without registration thereunder or except pursuant to an available exemption from or in a transaction not subject to the U.S. Securities Act of 1933. There will be no public offer of securities in the United States.

In member states of the European Economic Area (the "EEA"), this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of Article 2, paragraph 1, letter e) of the Prospectus Regulation (Regulation (EU) 2017/1129) ("Qualified Investors"). In the United Kingdom this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the UK Prospectus Regulation (Regulation (EU) 2017/1129) as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who fall within Article 49(2)(A) to (D) of the Order, or (iii) to whom it may otherwise lawfully be communicated (all such persons together with Qualified Investors in the EEA being referred to herein as "Relevant Persons"). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.

In connection with the sale of the Shares, the Sole Bookrunner and any of their affiliates may take up a portion of the Shares in the Sale as a principal position and in that capacity may retain, purchase, sell, offer to sell for its own accounts such Shares and other securities of the Company or related investments in connection with the Sale or otherwise. Accordingly, references in this announcement to the Shares being sold, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Sole Bookrunner and any of their affiliates acting in such capacity. In addition the Joint Bookrunner and any of their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Sole Bookrunner and any of their affiliates may from time to time acquire, hold or dispose of Shares. The Sole Bookrunner do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

The Sole Bookrunner is acting exclusively for Cemital and no-one else in connection with the transaction. They will not regard any other person as their respective clients in relation to the transaction and will not be responsible to anyone other than Cemital for providing the protections afforded to their respective clients, nor for providing advice in relation to the transaction, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

None of the Sole Bookrunner or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Cemital, Italmobiliare or the transaction, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

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