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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA OR ANY COUNTRY WHERE IT IS UNLAWFUL TO DO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

PRESS RELEASE

OVER-ALLOTMENT OPTION EXERCISED IN FULL / END OF STABILISATION ACTIVITY

Agrate Brianza (MB), 10th November 2021 – Intercos S.p.A. ("Intercos" or the "Company"), on the basis of the information disclosed by BNP Paribas ("BNP Paribas") acting as stabilisation manager on behalf of the underwriters in connection with the initial public offering by the Company (the "Offering"), announces that the over-allotment granted to the underwriters in the Offering by CP7 Beauty LuxCo S.à r.l.; Innovation Trust; and Dafe 4000 S.r.l. has been exercised in full, i.e., with respect to 2,596,580 ordinary shares of the Company (the "Option Shares") on 9 thNovember, 2021. The exercise of the over-allotment option ends the stabilisation period with immediate effect.

The purchase price of the Option Shares is Euro 12.50 per share, equal to the offer price in the Offering, for an aggregate consideration of Euro 32,457,250.

Settlement of over-allotment option will take place on 11th November, 2021.

The Offering, including the Option Shares, amounts to a total of 27,996,580 shares, corresponding to approximately 29.2% of the Company's outstanding share capital. Upon settlement of the sale of the Option Shares, and by virtue of their participation in the Loyalty Voting Program, Dafe 4000 S.r.l. will hold 40.8% of the Company's total voting, Dafe 5000 S.r.l. will hold 16.8% of the total voting rights, and the public shareholders will hold in the aggregate 20.8% of the total voting rights. The holding companies controlled by Mr. Ferrari, Dafe 5000 S.r.l. and Dafe 4000 S.r.l. will own approximately 38.8 million ordinary shares in the Company, corresponding to 40.5% of the total share capital, with voting rights at Shareholder meeting of 57.6%.

Finally, based on the information received from BNP Paribas, Intercos announces that, from the listing date on Euronext Milan, i.e. 2 nd November, 2021, until the date hereof, no stabilization activity was undertaken by BNP Paribas with respect to the Company's ordinary shares.

This press release is issued also on behalf of BNP Paribas pursuant to Article 8, letter f) and Article 6, paragraph 3, of Commission Delegated Regulation (EU) 2016/1052.

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Intercos Group

Intercos is one of the main global business to business operators in the creation, production and marketing of cosmetic products (make-up) and for skin treatment (skincare) as well as for hair and body treatment (hair & body). Intercos products target key national and international brands and emerging brands, as well as retailers active in the cosmetics market in particular and the beauty market more generally. Founded in 1972 by Dario Ferrari, Intercos - which counts among its major customers the main players of the cosmetic industry - can count on a staff of about 5,200 employees, 11 research centres, 15 production plants and 15 sales offices located in three continents. For almost 50 years, Intercos has been interpreting beauty, creating cosmetic products and positioning itself as a trend setter capable of predicting, anticipating and influencing new trends in the world of cosmetics, thus satisfying the requests of all types of customers with products for all price bands.

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 S tate.

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 of the Company's shares (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 an y 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.

This 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 ame nded 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") (th e "UK Prospectus Regulation"); and (ii)(z) have professional experience in matters relating to investments falling within Article 19(5) of the Finan cial 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 Eur opean 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 Austr alia, 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 va lue 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 containe d 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 solve ncy 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 Manage rs 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, advis ers 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 th e 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) an d 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) l ocal 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 inve stors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) ar e 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 appropriate ness 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 app ropriate 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 par t 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. MiF IR (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 inv estors 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 Coo rdinators will only procure investors who meet the criteria of professional clients and eligible counterpartie s 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 approp riateness 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.