Trevi Fin Industriale

Share Issue/Capital Change • Jan 11, 2023

Data/Ora Ricezione Regolamentata n. 11 Gennaio 2023 Euronext Milan 19:45:16
: TREVI GROUP
: 171403
: TREVIN04 - Sala
: REGEM
: 11 Gennaio 2023 19:45:16
: 11 Gennaio 2023 19:45:17
: SUCCESSFULLY COMPLETED THE CAPITAL STRENGTHENING TRANSACTION OF TREVI – FINANZIARIA INDUSTRIALE S.P.A. FOR € 51,137,571.10

Testo del comunicato

Vedi allegato.

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

SUCCESSFULLY COMPLETED THE CAPITAL STRENGTHENING TRANSACTION OF TREVI – FINANZIARIA INDUSTRIALE S.P.A. FOR € 51,137,571.10

Cesena, 11 January 2023 – Following up on the press release issued on 9 January 2023, Trevi – Finanziaria Industriale S.p.A. ('Trevifin' or the 'Company') announces that the overall share capital increase implemented in the context of the broader transaction to strengthen the capital and restructure the financial debt to rebalance the financial situation and equity of the Trevi Group has been successfully completed. A total of no. 161,317,259 newly issued ordinary shares of the Company were underwritten for a total value of € 51,137,571.10 (with € 25,568,785.55 as capital and € 25,568,785.55 as share premium). The new share capital of Trevifin is therefore equal to € 123,044,339.55, divided into no. 312,172,952 ordinary shares.

The related statement pursuant to Art. 2444 of the Italian Civil Code will be filed with the Forlì-Cesena and Rimini Business Registry in accordance with the law.

In particular:

• the paid share capital increase offered as an option to the shareholders in accordance with Art. 2441, paragraph 1, of the Italian Civil Code, for a total maximum amount of € 25,106,155.28, indivisible up to the amount of € 24,999,999.90 and divisible for the excess, including the share premium, was underwritten in cash for € 24,999,999.90, of which € 17,006,707 was paid to underwrite a total of no. 53,648,918 shares by the institutional shareholders CDPE Investimenti S.p.A. and Polaris Capital Management, LLC in fulfilment of the underwriting commitments undertaken by them, for the content of which please refer to the press releases of 29 and 30 November 2022 available on the Company website, www.trevifin.com, in the 'Investors Relations/Press Releases' section. The amount of € 7,993,292.90 was paid to underwrite a total of no. 25,215,435 shares by other shareholders; and
• the share capital increase, with exclusion of the option right, against consideration on an indivisible basis for the amount of €26,137,571.21 through the issuance of no. 82,452,906 ordinary shares, reserved for certain financial creditors of the Group, was fully underwritten through a debt-toequity swap of the financial credits of the financial creditors toward the Company, according to a capital credit conversion ratio of 1.25 to 1 in the manner and to the extent provided for in the restructuring agreement, in execution of a certified plan pursuant to Arts. 56, paragraph 3, and 284, paragraph 5 of Italian Legislative Decree no. 14/2019, for the content of which please refer to the press release dated 29 November 2022 available on the Company website, www.trevifin.com, in the 'Investors Relations/Press Releases' section.

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

The overall capital increase transaction was implemented in the context of the overall capital strengthening and debt restructuring transaction aimed at overcoming the crisis and uncertainty regarding going concern of the Company, as well as putting the Trevi Group in a position to reach the targets set out in the 2022–2026 Consolidated Business Plan. For a description of the financial transaction proposal, refer to the press releases of 30 September 2022 and 17 November 2022, available on the Company website, www.trevifin.com, in the 'Investors Relations/Press Releases' section.

About the Trevi Group:

The Trevi Group is a world leader in all-round underground engineering (special foundations, soil consolidation and reclamation of polluted sites), in the design and marketing of specialised technologies in the sector and in the construction of automated underground multi-storey car parks. Born in Cesena in 1957, the Group has about 65 companies and is present in 90 countries with its dealers and distributors. Among the reasons for the success of the Trevi Group are the internationalisation, integration and continuous interchange between the two divisions: Trevi, which carries out special foundation and soil consolidation works for large infrastructure projects (subways, dams, ports and docks, bridges, railway and freeway lines, industrial and civil buildings) and Soilmec, which designs, manufactures and markets machinery, plants and services for the foundation engineering.

The Parent Company Trevi - Finanziaria Industriale S.p.A. has been listed on the Milan stock exchange since July 1999. Trevifin is listed on Euronext Milan that supersedes the old term MTA, as a result of the market rebranding activities that followed the acquisition of Borsa Italiana by Euronext N.V.

For further information:

Investor Relations: Massimo Sala - e-mail: investorrelations@trevifin.com

Group Communications Office: Franco Cicognani - e-mail: fcicognani@trevifin.com - Phone: +39/0547 319503

Press Office: Mailander S.r.l. - Phone: +39/011 5527311

Carlo Dotta – Phone +39 3332306748 - c.dotta@mailander.it

Federico Unnia - Phone +39 3357032646 - federico.unnia@libero.it

***

IMPORTANT REGULATORY NOTICE

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

This communication and the information contained herein does not contain or constitute an offer of securities for sale, or solicitation of an offer to purchase securities, in the United States, Australia, Canada or Japan or any other jurisdiction where such an offer or solicitation would require the approval of local authorities or otherwise be unlawful (the "Other Countries"). Neither this document nor any part of it nor the fact of its distribution may form the basis of, or be relied on in connection with, any contract or investment decision in relation thereto. The securities referred to herein have not been registered and will not be registered in the United States under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or pursuant to the corresponding regulations in force in the Other Countries. The securities may not be offered or sold in the United States unless such securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. Trevi Finanziaria Industriale S.p.A. does not intend to register any portion of any offering in the United States.

This publication constitutes neither an offer to sell nor a solicitation to buy or subscribe for securities. This communication has been prepared on the basis that any offer of securities in any Member State of the European Economic Area ("EEA") which has implemented the Prospectus Regulation (each, a "Relevant Member State"), will be made on the basis of a prospectus approved by the competent authority and published in accordance with the Prospectus Regulation (the "Permitted Public Offer") and/or pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of securities. Any public offering will be conducted in Italy pursuant to a prospectus, duly authorized by CONSOB in accordance with applicable regulations.

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

Accordingly, any person making or intending to make any offer of securities in a Relevant Member State other than the Permitted Public Offer, may only do so in circumstances in which no obligation arises for the Company to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in relation to such offer. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 (this Regulation and amendments together with any delegated act and implementing measures). This document is not a prospectus for the purposes of the Prospectus Regulation. A prospectus prepared pursuant to the Prospectus Regulation will be published in the future. Investors should not subscribe for any securities referred to in this document except on the basis of the information contained in any prospectus.