Nexi — Capital/Financing Update 2019

Apr 29, 2019

Informazione Regolamentata n. 2170-23-2019		Data/Ora Ricezione 29 Aprile 2019 19:23:25	MTA
Societa'	:	NEXI S.p.A.
Identificativo Informazione Regolamentata	:	117613
Nome utilizzatore	:	NEXIN04 - MANTEGAZZA
Tipologia	:	REGEM
Data/Ora Ricezione	:	29 Aprile 2019 19:23:25
Data/Ora Inizio Diffusione presunta	:	29 Aprile 2019 19:23:26
Oggetto	:		MID-PERIOD STABILISATION NOTICE
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Press Release

MID-PERIOD STABILISATION NOTICE

Milan, April 29, 2019 - Nexi S.p.A. ("Nexi"), on the basis of the information disclosed by Credit Suisse Securities (Europe) Limited or any of its EU affiliates ("Credit Suisse"), acting as Stabilisation Manager in the context of the listing of ordinary shares by Nexi S.p.A., hereby gives notice that Credit Suisse has undertaken stabilization activities (as defined under Article 3, paragraph 2, letter d), of the Market Abuse Regulation (EU/596/2014) in relation to the offering of the securities as set out below.

Financial Instruments
Issuer	Nexi S.p.A.
Financial Instrument	Ordinary Shares (ISIN: IT0005366767)
Offer Size	256,915,812 Ordinary Shares excluding the over-allotment option
Total aggregate amount purchased:	25,173,606
Stabilisation Manager	Credit Suisse Securities (Europe) Limited

Pursuant to Article 6, paragraph 2, of Commission Delegated Regulation (EU) 2016/1052 supplementing Regulation (EU) No. 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures, Nexi S.p.A., on the basis of the information disclosed by Credit Suisse, hereby communicates the data relating to the stabilization activities undertaken by Credit Suisse as stabilization agent.

Execution Date	Lowest Price	Highest Price	Aggregate Amount	Trading Venue
16 April 2019	€8.35	€8.75	21,382,233	Borsa Italiana – Mercato Telematico Azionario
17 April 2019	€8.44	€8.50	1,215,282	Borsa Italiana – Mercato Telematico Azionario
18 April 2019	€8.30	€8.50	2,451,091	Borsa Italiana – Mercato Telematico Azionario
25 April 2019	€8.40	€8.42	125,000	Borsa Italiana – Mercato Telematico Azionario

This press release is issued also on behalf of Credit Suisse Securities (Europe) Limited or any of its EU affiliates pursuant to Article 6, paragraph 2, of Commission Delegated Regulation (EU) 2016/1052.

Nexi

Nexi is the leading PayTech company in Italy. We operate in strong partnership with ~150 partner banks covering 80% of the system in Italy in number of branches. Our integrated end-to-end omni-channel technology connects banks, merchants and consumers enabling digital payments. We help simplify payments for our clients and digitalise the Italian economy. Nexi operates in three market areas: Merchant Services & Solutions, Cards & Digital Payments and Digital Banking Services:

Merchant Services & Solutions: Nexi, together with its partner Banks, serves c.890,000 merchants and manages 1.4 million POS terminals;

Cards & Digital Payments: Nexi, together with its partner Banks, manages 41 million payment cards for c.30 million cardholders;

Digital Banking Solutions: Nexi manages 13,400 ATMs, approximately 420,000 e-banking workstations and over 900 million clearing transactions in 2018. In addition, Nexi is developing the open banking system in collaboration with the CBI consortium which the main Italian banks have already adhered to.

Nexi - External Communication & Media Relations

Daniele de Sanctis	Barabino & Partners
daniele.desanctis@nexi.it	Office: +39 02/7202.3535
Mobile: +39 346/015.1000	Elena Bacis – Mobile: +39 329/074.2029
Direct: +39 02/3488.4491	e.bacis@barabino.it
Matteo Abbondanza	Agota Dozsa – Mobile: +39 338/742.4061
matteo.abbondanza@nexi.it	a.dozsa@barabino.it
Mobile: +39 348/406.8858
Direct: +39 02/3488.2202

Investor Relations

Stefania Mantegazza
stefania.mantegazza@nexi.it
Mobile: +39 335/580.5703
Direct: +39 02/3488.8216

***

These materials are not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Australia and Japan (or in any other jurisdiction where it is unlawful to do so). This communication does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 as amended (the "Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States, Canada, Australia and Japan or in any other jurisdiction where it is unlawful to do so. This document is only being distributed to and is only directed at (i) persons who are outside the United

Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as "relevant persons"). The Shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. This document is an advertisement and is not a prospectus for the purposes of the Prospectus Directive. A prospectus prepared pursuant to the Prospectus Directive has been published and an international offering circular has been made available in connection with the Offering described below. Investors should not subscribe for any securities referred to in this document except on the basis of information contained in the prospectus or the international offering circular which include detailed information regarding the Company and the risks involved in investing in the securities. In any EEA Member State that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive. The expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in any relevant Member State) and includes any relevant implementing measure in the relevant Member State. In Canada the Shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

This announcement is not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament at the Council of November 4th, 2003, as amended, in particular by Directive 2010/73/UE (together, the "Prospectus Directive").

Investors should not subscribe for any securities referred to in this document except on the basis of information contained in the prospectus or the international offering circular which include detailed information regarding the Company and the risks involved in investing in the securities. In any EEA Member State that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.

The distribution of this press release is not made, and has not been approved, by an "authorized person" within the meaning of Article 21(1)of the Financial Services and Markets Act 2000. As a consequence, this press release is directed only at persons who (i) are located outside the United Kingdom, (ii) have professional experience in matters relating to investments and fall within Article 19(5) ("investment professionals") of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (as amended), (iii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) or (iv) are persons to whom this press release may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). This press release is not a prospectus which has been approved by the Financial Conduct Authority or any other United Kingdom regulatory authority for the purposes of Section 85 of the Financial Services and Markets Act 2000.

The distribution of this document in certain countries may constitute a breach of applicable law. The information contained in this document does not constitute an offer of securities for sale in Canada, Australia or Japan. This press release may not be published, forwarded or distributed, directly or indirectly, in Canada, Australia or Japan.