Nexi — Capital/Financing Update 2020

Jul 9, 2020

Informazione Regolamentata n. 2170-44-2020		Data/Ora Ricezione 09 Luglio 2020 10:00:43	MTA
Societa'	:	NEXI S.p.A.
Identificativo Informazione Regolamentata	:	134797
Nome utilizzatore	:	NEXIN04 - MANTEGAZZA
Tipologia	:	2.6
Data/Ora Ricezione	:	09 Luglio 2020 10:00:43
Data/Ora Inizio Diffusione presunta	:	09 Luglio 2020 10:00:44
Oggetto	:	Physical Settlement Notice Press Release
Testo del comunicato

Vedi allegato.

NOT FOR DISTRIBUTION, PUBLICATION OR RELEASE IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN, OR IN ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND NOT AN OFFER OF SECURITIES IN ANY JURISDICTION, INCLUDING IN OR INTO THE UNITED STATES, SOUTH AFRICA, AUSTRALIA OR JAPAN. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT TO INVEST IN SUCH SECURITIES WHATSOEVER IN ANY JURISDICTION (SEE "IMPORTANT NOTICE" BELOW).

Physical Settlement Notice

Milan, July 9, 2020 – Following the resolution of the extraordinary shareholders' meeting held on June 29, 2020, Nexi S.p.A. ("Nexi" or the "Company") announces that the Company sent to the bondholders of the equity linked bonds called "€500,000,000 1.75 per cent. Equity Linked Bonds due 2027" (the "Bonds") the Physical Settlement Notice as a result of which, and effective on July 30, 2020, the Bonds may be converted into ordinary shares of the Company.

Nexi

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

Merchant Services & Solutions: Nexi, together with its partner Banks, serves c. 900,000 merchants;

Cards & Digital Payments: Nexi, together with its partner Banks, manages 41.6 million payment cards;

Digital Banking Solutions: Nexi manages 13,100 ATMs, approximately 469,000 e-banking workstations and 947 million clearing transactions in 2019. In addition, Nexi developed the open banking system in collaboration with the CBI consortium to which the main Italian banks have already adhered.

Nexi - External Communication & Media Relations

Daniele de Sanctis daniele.desanctis@nexi.it Mobile: +39 346/015.1000 Direct: +39 02/3488.4491

Matteo Abbondanza matteo.abbondanza@nexi.it Mobile: +39.348/406.8858 Direct: +39 02/3488.2202

Nexi - Investor Relations Stefania Mantegazza stefania.mantegazza@nexi.it Mobile: +39.335/580.5703 Direct: +39 02/3488.8216

Barabino & Partners Media Relations Office: +39 02/72.02.35.35 Sabrina Ragone - s.ragone@barabino.it Paola Cuccia - p.cuccia@barabino.it Francesco Faenza – f.faenza@barabino.it

Important Notice

This announcement is published for information purposes only pursuant to Italian law and is not an investment proposal and, in any case, may not be used as or deemed to be a sale offer or an invitation to offer or purchase or sell securities to the public.

________________________________________________________________________________________

The documentation relating to the offer of the Bonds shall not be submitted to CONSOB (the Italian Securities Exchange Commission) for approval pursuant to applicable laws and regulations and, therefore, the Bonds may not be offered, sold or distributed to the public in the territory of the Republic of Italy other than to qualified investors, as defined by Article 100 of Legislative Decree no. 58 of 24 February 1998, as subsequently amended (the "Italian Financial Services Act"), and pursuant to Article 34-ter, of CONSOB Regulation no. 11971 of 14 May 1999, as amended from time to time (the "CONSOB Regulation"), or in the other circumstances provided for by Article 100 of the Italian Financial Services Act and by the CONSOB Regulation.

This announcement is 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). This announcement is not an offer to sell securities or the solicitation of any offer to buy securities in the United States, nor shall there be any offer of securities in any jurisdiction in which such offer or sale would be unlawful. The securities mentioned in this announcement have not been and will not be registered in the United States under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act), absent registration or exemption from registration under the Securities Act. There will be no public offer of the securities in the United States or in any other jurisdiction.