Intercos — Capital/Financing Update 2021

Nov 10, 2021

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA OR ANY COUNTRY WHERE IT IS UNLAWFUL TO DO SO.

This announcement is an advertisement and not a prospectus and not an offer of securities for sale in or into the United States, Canada, Japan or Australia, or any other jurisdiction where it is unlawful to do so.

COMUNICATO STAMPA ESERCIZIO DELL'OPZIONE GREENSHOE / TERMINE DEL PERIODO DI STABILIZZAZIONE

Agrate Brianza (MB), 10 novembre 2021 – Intercos S.p.A ("Intercos" o la "Società") sulla base delle informazioni diffuse da BNP Paribas ("BNP Paribas"), quale soggetto incaricato dell'attività di stabilizzazione per conto dei joint global coordinator in relazione all'offerta pubblica iniziale della Società (l' "Offerta"), annuncia che la c.d. Opzione Greenshoe concessa ai joint global coordinator nell'ambito dell'Offerta da parte di CP7 Beauty LuxCo S.à r.l., Innovation Trust e Dafe 4000 S.r.l. è stata esercitata integralmente, e pertanto per n. 2.596.580 azioni ordinarie della Società il 9 novembre 2021. Con l'esercizio dell'Opzione Greenshoe termina il periodo di stabilizzazione con effetto immediato.

Il prezzo di acquisto delle azioni oggetto della Opzione Greenshoe è di Euro 12,50 per azione, corrispondente al prezzo di offerta per un controvalore complessivo pari a Euro 32.457.250.

Il regolamento dell'Opzione Greenshoe avverrà l'11 novembre 2021.

L'Offerta, incluse le azioni oggetto della Opzione Greenshoe, ammonta a un totale di n. 27.996.580 azioni, corrispondente a circa il 29,2% del capitale sociale della Società. Ad esito della vendita delle azioni oggetto della Opzione Greenshoe, e tenendo conto degli effetti della maggiorazione dei diritti di voto, Dafe 4000 S.r.l, deterrà il 40,8% dei diritti di voto totali della Società, Dafe 5000 S.r.l, deterrà il 16,8% del totale dei diritti di voto, e il mercato deterrà una quota pari al 20,8% del totale dei diritti di voto. Le holding controllate dal Signor Ferrari, Dafe 5000 S.r.l e Dafe 4000 S.r.l, deterranno complessivamente circa 38,8 milioni delle azioni ordinarie della Società, corrispondenti al 40,5% del capitale sociale, con diritti di voto in Assemblea pari a 57,6%.

Infine, sulla base delle informazioni ricevute da parte di BNP Paribas, Intercos comunica che, dalla data inizio delle negoziazioni delle azioni Intercos su Euronext Milan, avvenuta il 2 novembre 2021, fino alla data odierna, non è stata effettuata alcuna operazione di stabilizzazione da parte di BNP Paribas sulle azioni ordinarie della Società.

Il presente comunicato stampa è stato diffuso per conto di BNP Paribas ai sensi dell'Articolo 8, lettera f) e Articolo 6, paragrafo 3, del regolamento delegato (EU) 2016/1052.

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Intercos Group

Intercos è uno dei principali operatori business to business a livello globale nella creazione, produzione e commercializzazione di prodotti cosmetici (make-up) e per il trattamento della pelle (skin-care) oltre che per il trattamento dei capelli e del corpo (hair&body), destinati ai principali marchi nazionali e internazionali, ai marchi emergenti, nonché ai retailer attivi nel mercato della cosmesi e, più in generale, del beauty. Fondato nel 1972 da Dario Ferrari, Intercos annovera tra i suoi maggiori clienti i principali marchi dell'industria cosmetica, può contare su un organico di circa 5.200 risorse, 11 centri di ricerca, 15 stabilimenti produttivi e 15 uffici commerciali dislocati in tre continenti. Intercos da quasi 50 anni interpreta la bellezza, creando prodotti cosmetici e ponendosi quale trend setter

in grado di prevedere, anticipare e influenzare le nuove tendenze del mondo della cosmesi, soddisfacendo così le richieste di tutte le tipologie di clienti con prodotti per tutte le fasce di prezzo.

Media Relation

Image Building Via Privata Maria Teresa, 11 20123 – Milano Tel. +39 02 89011300 intercos@imagebuilding.it

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DISCLAIMER

This document is an announcement and not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation"), and as such does not constitute an offer to sell or the solicitation of an offer to purchase securities of Intercos S.p.A. (the "Company"). A prospectus prepared pursuant to the Prospectus Regulation, Commission Delegated Regulation (EU) 2019/980, the Commission Delegated Regulation (EU) 2019/979 (the "Delegated Regulations"), Legislative Decree n. 58/1998 of 24 February 1998, as subsequently amended (the "Consolidated Financial Law") and Regulation adopted by CONSOB with Resolution no. 11971 of 14 May 1999, as subsequently amended (the "Issuers' Regulation"), has been approved by Consob and has been made available in accordance with the requirements of the Prospectus Regulation, the Delegated Regulations, the Consolidated Financial Law and the Issuers' Regulation. Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EU Member State is addressed solely to qualified investors (within the meaning of Article 2(1)(e) of the Prospectus Regulation) in that Member State.

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or any other securities, nor shall it (or any part of it) or the fact of its distribution form the basis of, or be relied on in connection with, any contract therefor. The Offering and the distribution of this announcement and other information in connection with the Offering in certain jurisdictions may be restricted by law and persons into whose possession this announcement or any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the laws of any such jurisdiction.

The communication is directed only at persons (A) in member states of the European Economic Area ("EEA") who are "qualified investors" ("Qualified Investors") within the meaning of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017, as amended and supplemented (the "Prospectus Regulation") or (B) in the United Kingdom who (i) are "qualified investors" within the meaning of Article 2 of the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK Prospectus Regulation"); and (ii)(z) 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 (the "Order") (ii)(y) falling within Article 49(2)(a) to (d) of the Order (and only where the conditions contained in those Articles have been, or will at the relevant time be, satisfied) (all such persons referred to in (B) being "Relevant Persons"). The Information must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any member state of the European Economic Area, by persons who are not Qualified Investors. Any investment or investment activity to which the Information relates is available only to or will be engaged in only with, (i) Relevant Persons in the United Kingdom, and (ii) Qualified Investors in any member state of the European Economic Area. Any investment activity to which this communication relates will only be available to and will only be engaged in with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

Neither this announcement, nor any copy of it may be taken, transmitted or distributed, directly or indirectly, into Australia, Canada, Japan, or to any persons in any of those jurisdictions or any other jurisdictions where to do so would constitute a violation of the laws of such jurisdiction. The securities referred to herein have not been and will not be qualified under the applicable securities laws of Australia, Canada, Japan and, subject to certain exceptions, may not be offered or sold within Australia, Canada, Japan or to any resident or citizen of Australia, Canada, Japan.

This announcement does not constitute an offer for sale of, or a solicitation of an offer to purchase or subscribe for, any securities in the United States. No securities of the Company have been registered under the U.S. Securities Act of 1933, as amended, and the Company does not intend to register any of the securities in the United States or to conduct a public offering of the securities in the United States. There will be no public offering of the securities in the United States or elsewhere.

This announcement does not constitute a recommendation concerning the Offering or the shares of the Company. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. Information in this announcement or any of the documents relating to the Offering cannot be relied upon as a guide to future performance. Potential investors should consult, to the extent they deem necessary, a professional investment, business, tax, and/or legal advisor as to the suitability of the Offering for the person concerned.

Any purchase of shares of the Company in the proposed Offering should be made solely on the basis of the information contained in the offering documents and the prospectus approved by Consob for the purposes of the admission to trading on Euronext Milan. The approval of the prospectus by Consob shall not constitute an evaluation of the economic and financial soundness of the transaction and the quality or solvency of the Company.

No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change.

Certain figures contained in this document, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.

None of the banks acting as joint global coordinators in the context of the Offering (the "Managers") 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 Company, its subsidiaries or associated companies, 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. Nothing contained herein is, or shall be relied upon as, a promise or representation by the Managers or any of their respective directors, officers, employees, advisers or agents in this respect, whether as to the past or future.

None of the Managers or any of their respective directors, officers, employees, advisers or agents assumes any responsibility for its accuracy, completeness or verification and accordingly the Managers and each of their respective directors, officers, employees, advisers or agents disclaim, to the fullest extent permitted by applicable law, any and all liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or any such statement. The Managers are each acting exclusively for the Company and the Selling Shareholders in the transaction referred to in this announcement and for no-one else in connection with any transaction mentioned in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to any such transaction and will not be responsible to any other person for providing the protections afforded to their respective clients, or for advising any such person on the contents of this announcement or in connection with any transaction referred to in this announcement. In this press release, UBS means UBS Europe SE which is authorised and regulated by the Bundesanstalt für Finanzdienstleistungaufsicht (BaFin) and the European Central Bank (ECB) and Jefferies means Jefferies GmbH which is registered in Germany and authorised and regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht and has its registered office address at Bockenheimer Landstraße 24, 60323 Frankfurt am Main, Germany.

Information to distributors in the EEA

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that such Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II to such target market (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Shares may decline, and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the offering. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Managers will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels.

Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels.

Information to Distributors in the United Kingdom

Solely for the purposes of the product governance requirements contained within: (a) Regulation (EU) 600/2014 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (U.K. MiFIR); and (b) the FCA Handbook Product Intervention and Product Governance Sourcebook, (together, the U.K. MiFIR Product Governance Rules), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of U.K. MiFIR) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that the Shares are: (a) compatible with an end target market of retail investors and investors who meet the criteria of eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in U.K. MiFIR; and (b) eligible for distribution through all distribution channels as are permitted by U.K. MiFIR (the U.K. Target Market Assessment). Notwithstanding the U.K. Target Market Assessment, distributors should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The U.K. Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offer. Furthermore, it is noted that, notwithstanding the U.K. Target Market Assessment, the Joint Global Coordinators will only procure investors who meet the criteria of professional clients and eligible counterparties for the purposes of the U.K. MiFIR Product Governance Rules.

For the avoidance of doubt, the U.K. Target Market Assessment does not constitute: (i) an assessment of suitability or appropriateness for the purposes of the U.K. MiFIR Product Governance Rules; or (ii) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels.