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Intred Major Shareholding Notification 2020

Feb 18, 2020

4179_iss_2020-02-18_ca0ed9b0-00d5-4edc-9610-941c24e2c225.pdf

Major Shareholding Notification

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Press Release

INTRED PURCHASES A MINORITY SHARE OF 25.222% OF THE SHARE CAPITAL OF QCOM S.P.A.

THE PERIMETER OF THE ACQUISITION TRANSACTION OF QCOM S.P.A. IS RAISED TO 100%

Brescia, 18 February 2020 – Intred S.p.A. ("Intred" or the "Company"), a telecommunications operator listed on the Italian Stock Exchange AIM Italia market since 2018 (symbol: ITD.MI), announces that today it brought the perimeter of the acquisition of Qcom S.p.A. ("Qcom") to 100%, acquiring the remaining 25.222% of the share capital, after the agreement of 8 January 2020 for 74.778%.

The Transaction, in detail, saw Intred become part of a purchase and sale agreement (the "Binding Agreement") concerning the purchase of the remaining 25.222% (the "Minority Shareholding") of the share capital of Qcom, following the appointment - pursuant to art. 1401 et seq. of the Civil Code - of Intred itself as third party, by Fabio Massimo Erri, majority shareholder of Qcom.

As part of the Transaction, Intred proceeded to modify some provisions of the binding agreement signed on 8 January 2020 with the Erri family aimed at the purchase of 74.778% of the share capital of Qcom, in order to align them with the purchase of the minority shareholding.

Daniele Peli, President and CEO of Intred, commented: "This transaction testifies to the quality of our offer to Qcom's shareholders and at the same time allows us to give greater impetus to the subsequent integration phase".

Methods and details of the Transaction

The Transaction provides for the sale of a total of n. 1,320,000 Qcom shares (representing 100% of the relative share capital) by the partners Fabio Massimo Erri, Franca Tarantino and Fiorenzo Erri, Sergio Mazzoleni, Pietro Marcassoli, Aurelio Agnelli, Gianfranco Pezzoli, Diego Mazzoleni, Elios Ruggeri, Graziella Breviario and Francesco Ruggeri for an overall provisional consideration of approximately € 10.2 million, of which approximately € 8.3 million to be paid at closing and the remaining part to be paid following the closure of the price adjustment procedure, which will be carried out after the approval of the financial statements of Qcom at 31 December 2019. The prospective economic and financial data of Qcom SpA are shown below as of 2019, as previously communicated with the press release of January 16, 2019:

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  • Expected production value of € 11.2 million;
  • Expected sales revenues of € 10.9 million;
  • Expected positive net financial position of € 0.8 million;

  • Adjusted EBITDA, to take into account revenues and costs not related to ordinary operations, equal to € 1.8 million

The Acquisition, as previously communicated, will be financed partly through Intred's own means and partly by recourse to bank credit.

The contract for the purchase of the Minority Shareholding includes usual provisions for operations of this type, given that the minority shareholders do not hold active positions in the management of Qcom, and does not provide for guarantees or indemnity obligations, given that it was already issued by the majority shareholders, Fabio Massimo Erri, Franca Tarantino and Fiorenzo Erri.

For more information on Qcom, on the economic-financial data used for the assessments of the Transaction, on the timing of the Transaction itself, on the agreement signed on January 8, 2020 with Fabio Massimo Erri, Franca Tarantino and Fiorenzo Erri and others details, please refer to the press releases published by Intred on 8 and 16 January 2020.

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The Transaction does not represent a "related party transaction" within the meaning of the procedure adopted by Intred in this regard and the applicable regulations.

For Intred, the international law firm Gianni, Origoni, Grippo, Cappelli & Partners acted as legal advisor also for this second phase of the Transaction.

This press release is online on and on the Issuer's website www.intred.it (Investors section / Price Sensitive Press Releases).

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Nomad Banca Profilo S.p.A. +39 02 584081 [email protected]

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Intred Telecomunicazioni

Reference telecommunications operator in Lombardy founded in 1996 by Daniele Peli, the company's current Chairman and CEO, and listed on the Italian Stock Exchange AIM Italia market since 2018 (symbol: ITD.MI). With an optic fibre network of over 2,900 km, Intred provides ultra-broadband, broadband and wireless connectivity, landline telephone services, cloud services and related services for business and retail customers, the latter served with the EIR brand. Intred directly operates its own infrastructure to ensure efficiency, profitability, service quality and – thanks to a dedicated in-house call centre – excellent service levels for its users. Its high-value assets and consolidated, highly scalable business model, combined with a turnover of €20.8 million as at 31 December 2019, make Intred an ideal infrastructure technology partner with a full range of high-quality, reliable and secure solutions. www.intred.it

Specialist Integrae SIM S.p.A. +39 02 87208720 [email protected]

Investor Relation Intred CFO & Investor Relations Officer Filippo Leone Tel. +39 391 4143050 [email protected]

CDR Communication Vincenza Colucci Tel. +39 335 6909547 [email protected] Media Relation CDR Communication Angelo Brunello Tel. +39 329 2117752 [email protected]

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