Nexi — Share Issue/Capital Change 2019

May 17, 2019

Informazione Regolamentata n. 2170-33-2019		Data/Ora Ricezione 17 Maggio 2019 15:13:49	MTA
Societa'	:	NEXI S.p.A.
Identificativo Informazione Regolamentata	:	118726
Nome utilizzatore	:	NEXIN04 - MANTEGAZZA
Tipologia	:	REGEM
Data/Ora Ricezione	:	17 Maggio 2019 15:13:49
Data/Ora Inizio Diffusione presunta	:	17 Maggio 2019 15:13:50
Oggetto	:	Post stabilization notice
Testo del comunicato

Vedi allegato.

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA

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

Post stabilization notice

Milan, May 17 th , 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 including the over-allotment option
Total aggregate amount purchased	28,483,968
Stabilisation Manager	Credit Suisse Securities (Europe) Limited

Pursuant to Article 6, paragraph 3, 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 that the stabilisation purchases began on April 16, 2019 and that the last stabilisation purchase took place on May 13, 2019.

The chart below sets out the data on the stabilisation transactions carried out during the stabilisation period.

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
26 April 2019	€8.10	€8.34	450,000	Borsa Italiana – Mercato Telematico Azionario
29 April 2019	€8.05	€8.14	431,901	Borsa Italiana – Mercato Telematico Azionario

1

30 April 2019	€8.05	€8.15	275,000	Borsa Italiana – Mercato Telematico Azionario
2 May 2019	€7.85	€8.035	1,250,000	Borsa Italiana – Mercato Telematico Azionario
3 May 2019	€8.14	€8.14	100,000	Borsa Italiana – Mercato Telematico Azionario
06 May 2019	€8.04	€8.14	300,000	Borsa Italiana – Mercato Telematico Azionario
07 May 2019	€8.133	€8.133	100,000	Borsa Italiana – Mercato Telematico Azionario
08 May 2019	€8.07	€8.10	155,570	Borsa Italiana – Mercato Telematico Azionario
09 May 2019	€8.00	€8.05	72,891	Borsa Italiana – Mercato Telematico Azionario
10 May 2019	€8.435	€8.435	100,000	Borsa Italiana – Mercato Telematico Azionario
13 May 2019	€8.30	€8.30	75,000	Borsa Italiana – Mercato Telematico Azionario

As communicated on May 16, 2019, on May 15, 2019 the joint global coordinators, also in the name and on behalf of the underwriting syndicate, partially exercised the greenshoe option in respect of no. 5,026,790 Nexi ordinary shares.

Including the shares purchased in the exercise of the Greenshoe Option, the Offering comprised n. 228,431,844 Nexi ordinary shares, approximately corresponding to 36.4% of the share capital. Upon completion of the partial exercise of the Greenshoe Option Mercury UK will hold no. 377,639,706 Nexi shares corresponding to approximately the 60.15% of the share capital.

This press release is issued also on behalf of Credit Suisse Securities (Europe) Limited pursuant to Article 6, paragraph 3, of Commission Delegated Regulation (EU) 2016/1052.

About Nexi

Nexi is the leading PayTech company in Italy, listed on MTA of Borsa Italiana. 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	Sabrina Ragone – Mobile: +39 338/251.9534
Direct: +39 02/3488.4491	s.ragone@barabino.it
Matteo Abbondanza	Elena Bacis – Mobile: +39 329/074.2029
matteo.abbondanza@nexi.it	e.bacis@barabino.it
Mobile: +39 348/406.8858	Francesco Faenza – Mobile: 345/831.6045
Direct: +39 02/3488.2202	f.faenza@barabino.it

Nexi - Investor Relations

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

DISCLAIMER

This announcement contains inside information within the meaning of Article 7(1) of Regulation (EU) No 596/2014. Upon publication of this announcement, this inside information is now considered to be in the public domain, and any persons previously in possession of such inside information will no longer be considered to be in possession of inside information following publication of this announcement.

These materials are not for publication or 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). These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The Company's shares (the "Shares") mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act") or under the applicable securities laws of Australia, Canada or Japan. The Shares 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, Australia, Canada or Japan or elsewhere. This communication is distributed in any member state of the European Economic Area which applies Directive 2003/71/EC (this Directive together with any implementing measures in any member state, the Prospectus Directive) only to those persons who are qualified investors for the purposes of the Prospectus Directive in such member state, and such other persons as this document may be addressed on legal grounds, and no person that is not a relevant person or qualified investor may act or rely on this document or any of its contents.

For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU). 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. 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, as amended from time to time (the Order) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(A) to (D) 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).

Any investment activity to which this communication relates will only be available to and will only be engaged 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 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. 6 All forward-looking statements included herein are based on information available to the Group as of the date hereof. No Group company undertakes any obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by applicable law. All subsequent written and oral forward-looking statements attributable to any Group company or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements.

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) local 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 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 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 Joint Global Coordinators and Joint Bookrunners 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 appropriateness 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..