Neodecortech — Share Issue/Capital Change 2019

Oct 30, 2019

Press release published on behalf of Finanziaria Valentini S.p.A. 30th October 2019 at 08.55.

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

FINANZIARIA VALENTINI S.P.A.: THE ACCELERATED BOOK-BUILDING PROCESS STARTED ON THE 29TH OCTOBER 2019 HAS BEEN CONCLUDED

Rimini, 30th October 2019 – Finanziaria Valentini S.p.A. ("Finanziaria Valentini"), majority shareholder of Neodecortech S.p.A. ("NDT"), listed on AIM Italia, multilateral trading facility organised and managed by Borsa Italiana S.p.A. (Borsa Italiana Ticker: NDT) (ISIN IT0005275778), following the press release published on the 29th October 2019, announces the completion of the accelerated book-building reserved for qualified and institutional investors aimed at increasing the NDT free-float for the transition of the NDT financial instruments from the AIM Italia to the Main Market ("MTA"), organised and managed by Borsa Italiana S.p.A. (the "ABB" or the 'Transaction").

Through the Transaction, Finanziaria Valentini sold a total of 1,200,000 ordinary NDT shares at a unit price of €3.40.

Settlement of the Transaction will take place on the 1st November 2019.

Finanziaria Valentini, as a result of the Transaction, will hold 63.55% of NDT share capital, subject to lock-up commitments undertaken at the time of the listing on AIM Italia, which will expire at: (i) the 36th month from the start of trading on AIM Italia (i.e. the 26th September 2017) or, if earlier, the 6th month from the start of trading on the MTA (in the event of completion of the transition project). To allow the Transaction to be completed, BPER Banca S.p.A. ('BPER') e Banca Profilo S.p.A. have accepted a request from Finanziaria Valentini to waive the lock-up commitment.

To the best of Finanziaria Valentini's knowledge, on the basis of publicly available information, as a result of the ABB, the free float is equal to 36.14% of NDT share capital (including NDT treasury shares in the equation.)

BPER acted as Sole Bookrunner for the Transaction.

*

For further information, see the communication of the commencement of the Accelerated Book-Building published on the 29th October 2019.

* * *

This press release is published for purely informational purposes under Italian law and should not be considered an investment proposal or in any case used as or considered an offer to sell or an invitation to offer, purchase or sell Neodecortech S.p.A. listed financial instruments.

This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia), Canada, South Africa, Australia or Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such

jurisdiction. 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 without registration thereunder or pursuant to an available exemption therefrom. Neither this document nor the information contained herein constitutes or forms part of an offer to sell, or the solicitation of an offer to buy, securities in the United States. There will be no public offer of any securities in the United States or in any other jurisdiction. 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 Regulation (EU) 2017/1129) in that Member State. This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who 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") and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order or (iv) certified high net worth individuals and certified and self-certified sophisticated investors as described in Articles 48, 50, and 50A respectively of the Order or (v) persons to whom this communication may otherwise be lawfully communicated (all such persons together being referred to as "relevant persons"). This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.