Inside Information / Ad Hoc Information NB AURORA: BINDING AGREEMENTS HAVE BEEN SIGNED FOR THE SALE OF 49.9% OF ITS INVESTMENT PORTFOLIO TO NB AURORA CO-INVESTMENT FUND II

Informazione		Data/Ora Inizio
Regolamentata n.		Diffusione	Euronext MIV Milan
	25 Luglio 2023
2083-27-2023
	22:11:17
Societa'	:	NB AURORA SA SICAF-RAIF
Identificativo	:	179562
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Data/Ora Inizio Diffusione

• NBAURORAN03 - FRANCESCO MOGLIA
• REGEM
• 25 Luglio 2023 22:11:04
• 25 Luglio 2023 22:11:17

Oggetto

: PR NB Aurora Binding Agreements

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR THE UNITED STATES

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

The investment or investment activity related to the Company is available only to persons falling within the category of professional investors under the MIFID (the "Exempted Persons") and will be engaged in only with the Exempted Persons.

Investors should not subscribe for any securities referred to in this document except on the basis of information contained in the prospectus.

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 and includes any relevant implementing measure in the relevant Member State. This announcement is related to the disclosure of information that qualified or may have qualified as inside information within the meaning of Article 7 para. 1 of the Regulation (EU) No. 596/2014 on market abuse.

PRESS RELEASE

NB AURORA: BINDING AGREEMENTS HAVE BEEN SIGNED FOR THE

SALE OF 49.9% OF ITS INVESTMENT PORTFOLIO TO

NB AURORA CO-INVESTMENT FUND II

• The transaction is part of the project to raise new financial resources to continue investing in leading SMEs in their markets
• NB Aurora Co-investment Fund II will be fully subscribed by third party professional investors

Luxembourg, 25 July 2023 - NB Aurora S.A. SICAF-RAIF (hereinafter "NB Aurora" or the "Company"), listed in Italy on Euronext MIV Milan - Segmento Professionale, organised and managed by Borsa Italiana S.p.A, and with a strategy of investing in unlisted Italian SMEs of excellence, following the press release of 16 June 2023, announces that binding agreements have been signed for the sale of 49.9% of its equity investment portfolio (the "Portfolio"), to be realised through the transfer of its direct 49.9% stake in NB Aurora Holdings S. àr.l. and the direct shareholding of 4.9% of the units issued by the MIC Co-investment Fund, to the newly formed closed-end investment fund called NB Aurora Co-Investment Fund II SICAV RAIF (the "Fund"), which is also managed by NB AIFM S.àr.l, the management company of NB Aurora.

The completion of the sale transaction is subject to the usual conditions, and in particular to: (i) the confirmation of the soft commitments collected from third-party investors as hard binding commitments for a total of €167 million; and (ii) the obtainment of the authorisations regarding golden power.

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Subject to the fulfilment of the above conditions, the sale of the minority interest in the Portfolio will be at a fixed price totalling approximately Euro 144.2 million determined on the basis of the latest available NAV of the Portfolio as of 31 March 2023 supplemented by the purchase cost relating to any investments realised after that date and not included in the aforesaid reference NAV (the "Price"). Please note that the fairness of the Price was supported by the fairness opinion of PricewaterhouseCoopers.

It should also be noted that the sale transaction is of strategic importance for the Company, since on the one hand it will allow NB Aurora to realise part of the value generated by the portfolio to date and, on the other hand, to raise financial resources that will be used to continue to support the expansion projects of SMEs that are leaders in their market niches and have high growth potential, supporting the solid pipeline of opportunities present in this market phase for operators that operate without (or with reduced recourse to) debt such as NB Aurora.

Thanks to the sale to the Fund, which will be fully subscribed by third-party professional investors, NB Aurora will obtain an estimated gross capital gain of between 15% and 25% of the price received, which will be allocated to the distribution of a dividend in accordance with NB Aurora's rules. For more information, also with reference to the involvement of the Related Parties Committee, please refer to the Company's press release of 16 June 2023.

Definitions

Net Asset Value (value of assets less liabilities)

NB Aurora

NB Aurora, the first permanent capital vehicle listed in Italy on the MIV professional segment of the Italian Stock Exchange, has been created with the purpose to invest in unlisted SMEs, conveying financial resources to support their growth and international expansion, thus helping to support the real economy. NB Aurora is promoted by Neuberger Berman, a private, independent, employee-owned investment manager, with $436 billion AUM (as of 31 March 2023). The investment target includes top-class SMEs with a leading position in specialized niches and a strong export attitude with a turnover between €30 and €300 million. NB Aurora team operates with an active minority approach, partnering with entrepreneurs with a medium-long term horizon. After the first deal that led NB Aurora to acquire 44.55% of the shares of Fondo Italiano di Investimento (17 initial shareholdings of which it currently still holds the investments in Amut Group and Zeis Excelsa), the fund invested in 12 companies: Club del Sole (leader in the camping-village sector in Italy), Dierre Group (production of tech components for industrial automation), PHSE (temperature-controlled transport of drugs and biological samples), BluVet (network of veterinary clinics), Rino Mastrotto Group (production and marketing of leathers for fashion, automotive and furniture industries), Engineering (leader in Italy in the digital transformation of companies, public and private organizations), Veneta Cucine (manufacturer of fitted kitchens) Comet (development and production of tailor-made organic rubber and silicone compounds), Farmo (leader in the production of 'better for you' gluten-free products), Exacer (active in the specialty chemicals business through the development and production of catalyst supports), PromoPharma (specialized in the production and commercialization of food supplements, dietary food and innovative medical devices) and Finlogic (Group specialized in labelling, coding, automatic tracking and identification solutions).

For further information NB Aurora:

[e-mail]

www.nbaurora.com

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This document is addressed to professional clients only.

Neuberger Berman AIFM SARL is authorised and regulated as an alternative investment fund manager by the Commission de Surveillance du Secteur Financier (CSSF) and is registered in the Grand Duchy of Luxembourg, at 9, rue du Laboratoire, L-1911 Luxembourg.

NB Aurora S.A. SICAF-RAIF is reserved alternative investment fund (RAIF) in the form of an investment company with fixed capital (société d'investissement à capital fixe capital SICAF) as per the Luxembourg law of 26 July 2016 on reserved alternative investment funds.

The information in this document does not constitute investment advice or an investment recommendation and is only a brief summary of certain key aspects of the fund.

An investment in the fund involves risks, with the potential for above average risk, and is only suitable for people who are in a position to take such risks. For more information please read the prospectus and principal fund documents.

In relation to each member state of the EEA (each a "Member State"), this document may only be distributed and shares may only be offered or placed in a Member State to the extent that: (1) the fund is permitted to be marketed to professional investors in the relevant Member State in accordance with AIFMD (as implemented into the local law/regulation of the relevant Member State); or (2) this document may otherwise be lawfully distributed and the shares may otherwise be lawfully offered or placed in that Member State (including at the initiative of the investor). In relation to each Member State of the EEA which, at the date of this document, has not implemented AIFMD, this document may only be distributed and shares may only be offered or placed to the extent that this document may be lawfully distributed and the shares may lawfully be offered or placed in that Member State (including at the initiative of the investor).

Germany: Shares of the fund may in particular not be distributed or marketed in any way to German retail or semi- professional investors if the fund is not admitted for distribution to these investor categories by the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht).

United Kingdom: This document is directed only at persons who are professional clients or eligible counterparties for the purposes of the FCA's Conduct of Business Sourcebook. The opportunity to invest in the Fund is only available to such persons in the United Kingdom and this document must not be relied or acted upon by any other persons in the United Kingdom.

Switzerland: The distribution of this fund in Switzerland will be exclusively made to, and directed at, qualified investors ("Qualified Investors"), as defined in the Swiss Collective Investment Schemes Act of 23 June 2006, as amended ("CISA") and its implementing ordinance, the Collective Investment Schemes Ordinance of 22 November 2006, as amended ("CISO"). Accordingly, the fund has not been and will not be registered with the Swiss Financial Market Supervisory Authority ("FINMA"). This document and/or any other offering materials relating to the fund may be made available in Switzerland solely to Qualified Investors. The fund is domiciled in Luxembourg. The Swiss representative is FIRST INDEPENDENT FUND SERVICES LTD, Klausstrasse 33, CH - 8008 Zurich and the Swiss paying agent is Helvetische Bank AG, Seefeldstrasse 215, CH-8008 Zurich. The principal fund documents may be obtained free of charge at the registered office of the Swiss representative. In respect to the shares in the fund distributed to Qualified Investors in Switzerland, the place of performance and the place of jurisdiction is at the Swiss representative's registered office.

This document is presented solely for information purposes and nothing herein constitutes investment, legal, accounting or tax advice, or a recommendation to buy, sell or hold a security.

We do not represent that this information, including any third party information, is accurate or complete and it should not be relied upon as such.

No recommendation or advice is being given as to whether any investment or strategy is suitable for a particular investor. Each recipient of this document should make such investigations as it deems necessary to arrive at an independent evaluation of any investment, and should consult its own legal counsel and financial, actuarial, accounting, regulatory and tax advisers to evaluate any such investment.

It should not be assumed that any investments in securities, companies, sectors or markets identified and described were or will be profitable.

Any views or opinions expressed may not reflect those of the firm as a whole.

All information is current as of the date of this material and is subject to change without notice.

The fund described in this document may only be offered for sale or sold in jurisdictions in which or to persons to which such an offer or sale is permitted. The fund can only be promoted if such promotion is made in compliance with the applicable jurisdictional rules and regulations. This document and the information contained therein may not be distributed in the US.

Past performance is not a reliable indicator of current or future results. The value of investments may go down as well as up and investors may not get back any of the amount invested. The performance data does not take account of the commissions and costs incurred on the issue and redemption of units.

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The value of investments designated in another currency may rise and fall due to exchange rate fluctuations in respect of the relevant currencies. Adverse movements in currency exchange rates can result in a decrease in return and a loss of capital.

No part of this document may be reproduced in any manner without prior written permission of Neuberger Berman AIFM SARL.

The "Neuberger Berman" name and logo are registered service marks of Neuberger Berman Group LLC.

© 2022 Neuberger Berman Group LLC. All rights reserved.

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