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Openjobmetis

M&A Activity Aug 4, 2023

4064_rf_2023-08-04_01f53b63-995d-47c5-9b19-80cd33cbe629.pdf

M&A Activity

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ACCEPTANCE FORM

OF PARTIAL VOLUNTARY PUBLIC TENDER OFFER

pursuant to articles 102 et seq. of Italian Legislative Decree no. 58 of 24 February 1998, as subsequently amended and supplemented ("Offer")

promoted by Openjobmetis S.p.A. Agenzia per il Lavoro ("Offering Party") on 1,500,000 Openjobmetis S.p.A. Agenzia per il Lavoro ordinary shares

To: Intermediary in Charge of Coordinating the Collection of Acceptances______________________________________________________________________

The undersigned (name, surname or business name) _____tax code/VAT No. ____ born in
______on ____citizenship/nationality ___________ resident/registered
office in_____ Province ___ Street_____no.__Post Code_____

holder of ________________________ (no.) ordinary shares of Openjobmetis S.p.A. Agenzia per il Lavoro (the "Shares"), with regular entitlement and freely transferable, of which it guarantees the legitimate, full and exclusive ownership and availability, as well as the absence of charges and constraints of any kind and nature, real or personal.

WHEREAS, the capitalised terms not otherwise defined in this acceptance form (the "Acceptance Form") shall have the same meaning as attributed to them in the Offer document ("Offer Document").

DECLARES to have read and understood all the conditions, terms and procedures of this Offer, as detailed in the Offer Document made available to the public as at 4 August 2023 on the Company's website at www.openjobmetis.it as well as on the authorised storage mechanism "eMarket STORAGE" ().

ACCEPTS irrevocably this Offer for:

  • (no). Shares with ISIN code IT0003683528
  • (no). Shares with code XXITV0000313
  • (no). Shares with code XXITV0000321

• (no). Shares with ISIN code IT0005155269

that:

  • □ the IT0003683528 Shares have already been deposited with you in a securities deposit no.__________ under the name of_________________________
  • □ the IT0005155269 Shares have already been deposited with you in a securities deposit no.__________ under the name of_________________________
  • □ the XXITV0000313 Securities have already been deposited with you in a securities deposit no. __________ under the name of____________________
  • □ the XXITV0000321 Securities have already been deposited with you in a securities deposit no.__________ under the name of_____________________ □ have already been deposited with you in a securities deposit no. _______________________________under the name of__________________________;
  • □ will be placed in the aforementioned securities deposit following their stock exchange liquidation;
  • □ are deposited with you at the same time as the signing of this Acceptance Form;
  • □ will be transferred to/deposited with you, in due time, by the Custodian Intermediary of the Shares themselves, according to the order expressly accepted at the foot of this document.

AUTHORISES the placing of the Shares in a provisional deposit set up by you, restricted for the purpose of the Offer.

HEREBY CONSENTS

as of now to the transfer to Openjobmetis S.p.A. Agenzia per il Lavoro of the Shares placed in the aforementioned transitory deposit, granting you an irrevocable mandate to execute or arrange to have executed, in the name and on behalf of the undersigned, all the necessary formalities for the transfer of the Shares to Openjobmetis S.p.A. Agenzia per il Lavoro. All against settlement of the Consideration (as defined below) on the relevant Payment Date, as set forth in the Offer Document and as further specified therein.

DECLARES to accept as of now the cancellation of the operation if irregularities are found in the data contained in this Acceptance Form following the verifications and controls subsequent to the delivery of the Shares covered by this Acceptance Form.

ACKNOWLEDGES

  • 1) that the Acceptance Period commenced at 8:30 a.m. on 7 August 2023 and shall end at 5:30 p.m. on 8 September 2023, inclusive, unless the acceptance period is extended;
  • 2) that the acceptance of the Offer is irrevocable, without prejudice to the possibility of accepting competing offers, pursuant to applicable laws and regulations; 3) that the Offer is subject to the fulfilment of the conditions set forth in Paragraph A.1 of the Offer Document; in the event of non-fulfilment of any of the Conditions of the Offer and failure by the Offering Party to exercise the right to waive them, with consequent ineffectiveness of the Offer itself, the Shares tendered to the Offer will be returned to those available to their respective holders, without any expenses or fees charged to them, by the
  • first Stock Market Trading Day following the first announcement with which the Offer is declared ineffective; 4) that the Shares for which the Offer is accepted shall remain restricted in connection with the Offer and, therefore, from the Acceptance date until the Payment Date, those who have accepted the Offer may exercise the property (such as the option right and the right to dividends) and administrative (such as the voting right) rights relating to the Shares for which the Offer has been Accepted, but may not entirely or partially transfer, or in any case carry out other disposals, regarding such Shares;
  • 5) that in the case of Acceptances of the Offer for quantities of Shares exceeding the up to 1,500,000 Shares subject to the Offer, an allocation will take place according to the "pro-rata" method, by means of which the Issuer will acquire the same percentage (equal to the Allocation Ratio) of Shares from all Participants for which they have accepted the Offer;
  • 6) that the Offer Document provides that the payment of the Consideration, as defined below, shall be made in cash on the fifth Trading Day following the closing date of the Acceptance Period (i.e. on 15 September 2023) as further specified therein, unless the acceptance period is extended. Such payment is subject to the execution of the formalities necessary to transfer the Shares to Openjobmetis S.p.A. Agenzia per il Lavoro with subsequent completion and effectiveness of such transfer;
  • 7) that the Consideration for each Share tendered to the Offer will be Euro 9.00 ("Consideration");
  • 8) that the Consideration is net of stamp duty, registration tax and tax on Italian financial transactions, where due, and of the fees, commissions and expenses that will be borne by the Offering Party. On the contrary, the income tax, withholding tax or substitute tax, where due, on the capital gain realized, will remain entirely borne by the Participants in the Offer and no interest will be paid on the Consideration between the date of Acceptance of the Offer and the date of Acceptance of the Offer and the Payment Date of the Consideration;
  • 9) that the Shares for which the Offer is accepted that will not be acquired as part of the Offer following the application of the Allocation will be returned to the respective holders, without such holders being charged for any expenses or costs, within the first Trading Day subsequent to the notice whereby the final results of the Offer will be disclosed;
  • 10)that the risk that the Custodian Intermediaries do not deliver this Acceptance Form by the last valid day of the Acceptance Period, unless the acceptance period is extended, and do not deposit the Shares with the Intermediary In Charge of Coordinating the Collection by no later than the last valid day of the Acceptance Period, unless the acceptance period is extended, and that the Custodian Intermediaries do not transfer the Consideration to the persons entitled thereto, or delay the transfer of the Consideration, remains the sole responsibility of the Accepting Parties.

AUTHORISES this Custodian Intermediary to settle/arrange for being settled by:

  • □ crediting account no. IBAN at under the name _________________________
  • □ non-transferable bank draft payable, under the name of ___________________ in the amount of Euro _______________representing the total Consideration due for the transferred Shares.

DECLARES AND GUARANTEES

  • a) to be aware that the Offer is addressed, on equal terms, to all holders of the Shares and is promoted exclusively in Italy, as the Shares are listed on the Euronext STAR Milan, in accordance with Italian law (for further information, see the Offer Document);
  • b) to be aware that the Offer has not been and will not be promoted or disseminated in the United States of America, Canada, Japan and Australia, as well as in any other country in which the Offer is not permitted without authorisation by the competent authorities (all the aforesaid countries, collectively, the "Other Countries");
  • c) not to have received and/or sent directly or indirectly, through the postal services and/or any other means or instrument of communication (including but not limited to, the postal network, fax, telex, electronic mail, telephone and Internet, and/or any other means or media) of national or international trade or the services of any regulated market in the Other Countries - copies or originals of this Acceptance Form, the Offer Document and/or any document relating to the Offer, from or to Other Countries where the Offer is not permitted in the absence of authorisation by the competent authorities; and
  • d) to be located outside Other Countries, where the Offer is not permitted without authorisation from the competent authorities, at the time when this Acceptance Form is delivered or signed.

Pursuant to Article 13 of the General Data Protection Regulation (EU) 2016/679 (the "GDPR"), Parties Accepting the Offer are hereby informed that the personal data they provide in this application will be processed, also through the use of computer and electronic procedures, for the needs directly related and instrumental to the Offer (collection of acceptances, verification of their validity and allocation). Personal data shall be processed, in the capacity as Data Controllers, each for the purposes related and instrumental to its role in the transaction, by the Intermediary In Charge of Coordinating the Collection of Acceptances (Equita SIM S.p.A.), the Offering Party, the Custodian Intermediaries and the companies identified by the latter which perform functional or support activities as necessary for the transaction. The needs indicated represent the legal basis legitimising the relevant processing operations. The provision of personal data is required in order to execute this request and, therefore, failure to provide even a part of the data shall result in the request being inadmissible. With regard to the aforementioned processing, the Data Subject may exercise all the rights that the GDPR expressly assigns in the manner specified in the privacy sections disclosed on the Data Controller's channels.

_________________, (date)___________________

The Accepting Party or its representative

_______________________________

_________________________________

Intermediary in Charge of Coordinating the Collection of Acceptances (stamp and signature)

The DEPOSITARY INTERMEDIARY with whom this Acceptance Form has been deposited declares at the time of its submission by the Party Accepting the Offer and under its own responsibility:

a) to be the depositary of the above-mentioned Shares subject matter of this Acceptance Form;

b) to arrange for the necessary formalities for the transfer of the Shares subject matter of this Acceptance Form to this Intermediary In Charge exclusively through Monte Titoli S.p.A., by and no later than the final date for acceptance of the Offer.

_________________, (date)___________________

Custodian Intermediary (stamp and signature)

____________________________________

ACCEPTANCE FORM

OF PARTIAL VOLUNTARY PUBLIC TENDER OFFER

pursuant to articles 102 et seq. of Italian Legislative Decree no. 58 of 24 February 1998, as subsequently amended and supplemented ("Offer")

promoted by Openjobmetis S.p.A. Agenzia per il Lavoro ("Offering Party") on 1,500,000 Openjobmetis S.p.A. Agenzia per il Lavoro ordinary shares

To: Intermediary in Charge of Coordinating the Collection of Acceptances______________________________________________________________________

The undersigned (name, surname or business name) _____tax code/VAT No. ____ born in
______on ____citizenship/nationality ___________ resident/registered
office in_____ Province ___ Street_____no.__Post Code_____

holder of ________________________ (no.) ordinary shares of Openjobmetis S.p.A. Agenzia per il Lavoro (the "Shares"), with regular entitlement and freely transferable, of which it guarantees the legitimate, full and exclusive ownership and availability, as well as the absence of charges and constraints of any kind and nature, real or personal.

WHEREAS, the capitalised terms not otherwise defined in this acceptance form (the "Acceptance Form") shall have the same meaning as attributed to them in the Offer document ("Offer Document").

DECLARES to have read and understood all the conditions, terms and procedures of this Offer, as detailed in the Offer Document made available to the public as at 4 August 2023 on the Company's website at www.openjobmetis.it as well as on the authorised storage mechanism "eMarket STORAGE" ().

ACCEPTS irrevocably this Offer for:

  • (no). Shares with ISIN code IT0003683528
  • (no). Shares with code XXITV0000313
  • (no). Shares with code XXITV0000321
  • (no). Shares with ISIN code IT0005155269

that:

  • □ the IT0003683528 Shares have already been deposited with you in a securities deposit no.__________ under the name of_________________________
  • □ the IT0005155269 Shares have already been deposited with you in a securities deposit no.__________ under the name of_________________________
  • □ the XXITV0000313 Securities have already been deposited with you in a securities deposit no. __________ under the name of____________________
  • □ the XXITV0000321 Securities have already been deposited with you in a securities deposit no.__________ under the name of_____________________ □ have already been deposited with you in a securities deposit no. _______________________________under the name of__________________________;
  • □ will be placed in the aforementioned securities deposit following their stock exchange liquidation;
  • □ are deposited with you at the same time as the signing of this Acceptance Form;
  • □ will be transferred to/deposited with you, in due time, by the Custodian Intermediary of the Shares themselves, according to the order expressly accepted at the foot of this document.

AUTHORISES the placing of the Shares in a provisional deposit set up by you, restricted for the purpose of the Offer.

HEREBY CONSENTS

as of now to the transfer to Openjobmetis S.p.A. Agenzia per il Lavoro of the Shares placed in the aforementioned transitory deposit, granting you an irrevocable mandate to execute or arrange to have executed, in the name and on behalf of the undersigned, all the necessary formalities for the transfer of the Shares to Openjobmetis S.p.A. Agenzia per il Lavoro. All against settlement of the Consideration (as defined below) on the relevant Payment Date, as set forth in the Offer Document and as further specified therein.

DECLARES to accept as of now the cancellation of the operation if irregularities are found in the data contained in this Acceptance Form following the verifications and controls subsequent to the delivery of the Shares covered by this Acceptance Form.

ACKNOWLEDGES

  • 1) that the Acceptance Period commenced at 8:30 a.m. on 7 August 2023 and shall end at 5:30 p.m. on 8 September 2023, inclusive, unless the acceptance period is extended;
  • 2) that the acceptance of the Offer is irrevocable, without prejudice to the possibility of accepting competing offers, pursuant to applicable laws and regulations; 3) that the Offer is subject to the fulfilment of the conditions set forth in Paragraph A.1 of the Offer Document; in the event of non-fulfilment of any of the Conditions of the Offer and failure by the Offering Party to exercise the right to waive them, with consequent ineffectiveness of the Offer itself, the Shares tendered to the Offer will be returned to those available to their respective holders, without any expenses or fees charged to them, by the
  • first Stock Market Trading Day following the first announcement with which the Offer is declared ineffective; 4) that the Shares for which the Offer is accepted shall remain restricted in connection with the Offer and, therefore, from the Acceptance date until the Payment Date, those who have accepted the Offer may exercise the property (such as the option right and the right to dividends) and administrative (such as the voting right) rights relating to the Shares for which the Offer has been Accepted, but may not entirely or partially transfer, or in any case carry out other disposals, regarding such Shares;
  • 5) that in the case of Acceptances of the Offer for quantities of Shares exceeding the up to 1,500,000 Shares subject to the Offer, an allocation will take place according to the "pro-rata" method, by means of which the Issuer will acquire the same percentage (equal to the Allocation Ratio) of Shares from all Participants for which they have accepted the Offer;
  • 6) that the Offer Document provides that the payment of the Consideration, as defined below, shall be made in cash on the fifth Trading Day following the closing date of the Acceptance Period (i.e. on 15 September 2023) as further specified therein, unless the acceptance period is extended. Such payment is subject to the execution of the formalities necessary to transfer the Shares to Openjobmetis S.p.A. Agenzia per il Lavoro with subsequent completion and effectiveness of such transfer;
  • 7) that the Consideration for each Share tendered to the Offer will be Euro 9.00 ("Consideration");
  • 8) that the Consideration is net of stamp duty, registration tax and tax on Italian financial transactions, where due, and of the fees, commissions and expenses that will be borne by the Offering Party. On the contrary, the income tax, withholding tax or substitute tax, where due, on the capital gain realized, will remain entirely borne by the Participants in the Offer and no interest will be paid on the Consideration between the date of Acceptance of the Offer and the date of Acceptance of the Offer and the Payment Date of the Consideration;
  • 9) that the Shares for which the Offer is accepted that will not be acquired as part of the Offer following the application of the Allocation will be returned to the respective holders, without such holders being charged for any expenses or costs, within the first Trading Day subsequent to the notice whereby the final results of the Offer will be disclosed;
  • 10)that the risk that the Custodian Intermediaries do not deliver this Acceptance Form by the last valid day of the Acceptance Period, unless the acceptance period is extended, and do not deposit the Shares with the Intermediary In Charge of Coordinating the Collection by no later than the last valid day of the Acceptance Period, unless the acceptance period is extended, and that the Custodian Intermediaries do not transfer the Consideration to the persons entitled thereto, or delay the transfer of the Consideration, remains the sole responsibility of the Accepting Parties.

AUTHORISES this Custodian Intermediary to settle/arrange for being settled by:

  • □ crediting account no. IBAN at under the name _________________________
  • □ non-transferable bank draft payable, under the name of ___________________ in the amount of Euro _______________representing the total Consideration due for the transferred Shares.

DECLARES AND GUARANTEES

  • a) to be aware that the Offer is addressed, on equal terms, to all holders of the Shares and is promoted exclusively in Italy, as the Shares are listed on the Euronext STAR Milan, in accordance with Italian law (for further information, see the Offer Document);
  • b) to be aware that the Offer has not been and will not be promoted or disseminated in the United States of America, Canada, Japan and Australia, as well as in any other country in which the Offer is not permitted without authorisation by the competent authorities (all the aforesaid countries, collectively, the "Other Countries");
  • c) not to have received and/or sent directly or indirectly, through the postal services and/or any other means or instrument of communication (including but not limited to, the postal network, fax, telex, electronic mail, telephone and Internet, and/or any other means or media) of national or international trade or the services of any regulated market in the Other Countries - copies or originals of this Acceptance Form, the Offer Document and/or any document relating to the Offer, from or to Other Countries where the Offer is not permitted in the absence of authorisation by the competent authorities; and
  • d) to be located outside Other Countries, where the Offer is not permitted without authorisation from the competent authorities, at the time when this Acceptance Form is delivered or signed.

Pursuant to Article 13 of the General Data Protection Regulation (EU) 2016/679 (the "GDPR"), Parties Accepting the Offer are hereby informed that the personal data they provide in this application will be processed, also through the use of computer and electronic procedures, for the needs directly related and instrumental to the Offer (collection of acceptances, verification of their validity and allocation). Personal data shall be processed, in the capacity as Data Controllers, each for the purposes related and instrumental to its role in the transaction, by the Intermediary In Charge of Coordinating the Collection of Acceptances (Equita SIM S.p.A.), the Offering Party, the Custodian Intermediaries and the companies identified by the latter which perform functional or support activities as necessary for the transaction. The needs indicated represent the legal basis legitimising the relevant processing operations. The provision of personal data is required in order to execute this request and, therefore, failure to provide even a part of the data shall result in the request being inadmissible. With regard to the aforementioned processing, the Data Subject may exercise all the rights that the GDPR expressly assigns in the manner specified in the privacy sections disclosed on the Data Controller's channels.

_________________, (date)___________________

The Accepting Party or its representative

_______________________________

_________________________________

Intermediary in Charge of Coordinating the Collection of Acceptances (stamp and signature)

The DEPOSITARY INTERMEDIARY with whom this Acceptance Form has been deposited declares at the time of its submission by the Party Accepting the Offer and under its own responsibility:

a) to be the depositary of the above-mentioned Shares subject matter of this Acceptance Form;

b) to arrange for the necessary formalities for the transfer of the Shares subject matter of this Acceptance Form to this Intermediary In Charge exclusively through Monte Titoli S.p.A., by and no later than the final date for acceptance of the Offer.

_________________, (date)___________________

Custodian Intermediary (stamp and signature)

____________________________________

ACCEPTANCE FORM

OF PARTIAL VOLUNTARY PUBLIC TENDER OFFER

pursuant to articles 102 et seq. of Italian Legislative Decree no. 58 of 24 February 1998, as subsequently amended and supplemented ("Offer")

promoted by Openjobmetis S.p.A. Agenzia per il Lavoro ("Offering Party") on 1,500,000 Openjobmetis S.p.A. Agenzia per il Lavoro ordinary shares

To: Intermediary in Charge of Coordinating the Collection of Acceptances______________________________________________________________________

The undersigned (name, surname or business name) _____tax code/VAT No. ____ born in
______on ____citizenship/nationality ___________ resident/registered
office in_____ Province ___ Street_____no.__Post Code_____

holder of ________________________ (no.) ordinary shares of Openjobmetis S.p.A. Agenzia per il Lavoro (the "Shares"), with regular entitlement and freely transferable, of which it guarantees the legitimate, full and exclusive ownership and availability, as well as the absence of charges and constraints of any kind and nature, real or personal.

WHEREAS, the capitalised terms not otherwise defined in this acceptance form (the "Acceptance Form") shall have the same meaning as attributed to them in the Offer document ("Offer Document").

DECLARES to have read and understood all the conditions, terms and procedures of this Offer, as detailed in the Offer Document made available to the public as at 4 August 2023 on the Company's website at www.openjobmetis.it as well as on the authorised storage mechanism "eMarket STORAGE" ().

ACCEPTS irrevocably this Offer for:

  • (no). Shares with ISIN code IT0003683528
  • (no). Shares with code XXITV0000313
  • (no). Shares with code XXITV0000321
  • (no). Shares with ISIN code IT0005155269

that:

  • □ the IT0003683528 Shares have already been deposited with you in a securities deposit no.__________ under the name of_________________________
  • □ the IT0005155269 Shares have already been deposited with you in a securities deposit no.__________ under the name of_________________________
  • □ the XXITV0000313 Securities have already been deposited with you in a securities deposit no. __________ under the name of____________________
  • □ the XXITV0000321 Securities have already been deposited with you in a securities deposit no.__________ under the name of_____________________ □ have already been deposited with you in a securities deposit no. _______________________________under the name of__________________________;
  • □ will be placed in the aforementioned securities deposit following their stock exchange liquidation;
  • □ are deposited with you at the same time as the signing of this Acceptance Form;
  • □ will be transferred to/deposited with you, in due time, by the Custodian Intermediary of the Shares themselves, according to the order expressly accepted at the foot of this document.

AUTHORISES the placing of the Shares in a provisional deposit set up by you, restricted for the purpose of the Offer.

HEREBY CONSENTS

as of now to the transfer to Openjobmetis S.p.A. Agenzia per il Lavoro of the Shares placed in the aforementioned transitory deposit, granting you an irrevocable mandate to execute or arrange to have executed, in the name and on behalf of the undersigned, all the necessary formalities for the transfer of the Shares to Openjobmetis S.p.A. Agenzia per il Lavoro. All against settlement of the Consideration (as defined below) on the relevant Payment Date, as set forth in the Offer Document and as further specified therein.

DECLARES to accept as of now the cancellation of the operation if irregularities are found in the data contained in this Acceptance Form following the verifications and controls subsequent to the delivery of the Shares covered by this Acceptance Form.

ACKNOWLEDGES

  • 1) that the Acceptance Period commenced at 8:30 a.m. on 7 August 2023 and shall end at 5:30 p.m. on 8 September 2023, inclusive, unless the acceptance period is extended;
  • 2) that the acceptance of the Offer is irrevocable, without prejudice to the possibility of accepting competing offers, pursuant to applicable laws and regulations; 3) that the Offer is subject to the fulfilment of the conditions set forth in Paragraph A.1 of the Offer Document; in the event of non-fulfilment of any of the Conditions of the Offer and failure by the Offering Party to exercise the right to waive them, with consequent ineffectiveness of the Offer itself, the Shares tendered to the Offer will be returned to those available to their respective holders, without any expenses or fees charged to them, by the
  • first Stock Market Trading Day following the first announcement with which the Offer is declared ineffective; 4) that the Shares for which the Offer is accepted shall remain restricted in connection with the Offer and, therefore, from the Acceptance date until the Payment Date, those who have accepted the Offer may exercise the property (such as the option right and the right to dividends) and administrative (such as the voting right) rights relating to the Shares for which the Offer has been Accepted, but may not entirely or partially transfer, or in any case carry out other disposals, regarding such Shares;
  • 5) that in the case of Acceptances of the Offer for quantities of Shares exceeding the up to 1,500,000 Shares subject to the Offer, an allocation will take place according to the "pro-rata" method, by means of which the Issuer will acquire the same percentage (equal to the Allocation Ratio) of Shares from all Participants for which they have accepted the Offer;
  • 6) that the Offer Document provides that the payment of the Consideration, as defined below, shall be made in cash on the fifth Trading Day following the closing date of the Acceptance Period (i.e. on 15 September 2023) as further specified therein, unless the acceptance period is extended. Such payment is subject to the execution of the formalities necessary to transfer the Shares to Openjobmetis S.p.A. Agenzia per il Lavoro with subsequent completion and effectiveness of such transfer;
  • 7) that the Consideration for each Share tendered to the Offer will be Euro 9.00 ("Consideration");
  • 8) that the Consideration is net of stamp duty, registration tax and tax on Italian financial transactions, where due, and of the fees, commissions and expenses that will be borne by the Offering Party. On the contrary, the income tax, withholding tax or substitute tax, where due, on the capital gain realized, will remain entirely borne by the Participants in the Offer and no interest will be paid on the Consideration between the date of Acceptance of the Offer and the date of Acceptance of the Offer and the Payment Date of the Consideration;
  • 9) that the Shares for which the Offer is accepted that will not be acquired as part of the Offer following the application of the Allocation will be returned to the respective holders, without such holders being charged for any expenses or costs, within the first Trading Day subsequent to the notice whereby the final results of the Offer will be disclosed;
  • 10)that the risk that the Custodian Intermediaries do not deliver this Acceptance Form by the last valid day of the Acceptance Period, unless the acceptance period is extended, and do not deposit the Shares with the Intermediary In Charge of Coordinating the Collection by no later than the last valid day of the Acceptance Period, unless the acceptance period is extended, and that the Custodian Intermediaries do not transfer the Consideration to the persons entitled thereto, or delay the transfer of the Consideration, remains the sole responsibility of the Accepting Parties.

AUTHORISES this Custodian Intermediary to settle/arrange for being settled by:

  • □ crediting account no. IBAN at under the name _________________________
  • □ non-transferable bank draft payable, under the name of ___________________ in the amount of Euro _______________representing the total Consideration due for the transferred Shares.

DECLARES AND GUARANTEES

  • a) to be aware that the Offer is addressed, on equal terms, to all holders of the Shares and is promoted exclusively in Italy, as the Shares are listed on the Euronext STAR Milan, in accordance with Italian law (for further information, see the Offer Document);
  • b) to be aware that the Offer has not been and will not be promoted or disseminated in the United States of America, Canada, Japan and Australia, as well as in any other country in which the Offer is not permitted without authorisation by the competent authorities (all the aforesaid countries, collectively, the "Other Countries");
  • c) not to have received and/or sent directly or indirectly, through the postal services and/or any other means or instrument of communication (including but not limited to, the postal network, fax, telex, electronic mail, telephone and Internet, and/or any other means or media) of national or international trade or the services of any regulated market in the Other Countries - copies or originals of this Acceptance Form, the Offer Document and/or any document relating to the Offer, from or to Other Countries where the Offer is not permitted in the absence of authorisation by the competent authorities; and
  • d) to be located outside Other Countries, where the Offer is not permitted without authorisation from the competent authorities, at the time when this Acceptance Form is delivered or signed.

Pursuant to Article 13 of the General Data Protection Regulation (EU) 2016/679 (the "GDPR"), Parties Accepting the Offer are hereby informed that the personal data they provide in this application will be processed, also through the use of computer and electronic procedures, for the needs directly related and instrumental to the Offer (collection of acceptances, verification of their validity and allocation). Personal data shall be processed, in the capacity as Data Controllers, each for the purposes related and instrumental to its role in the transaction, by the Intermediary In Charge of Coordinating the Collection of Acceptances (Equita SIM S.p.A.), the Offering Party, the Custodian Intermediaries and the companies identified by the latter which perform functional or support activities as necessary for the transaction. The needs indicated represent the legal basis legitimising the relevant processing operations. The provision of personal data is required in order to execute this request and, therefore, failure to provide even a part of the data shall result in the request being inadmissible. With regard to the aforementioned processing, the Data Subject may exercise all the rights that the GDPR expressly assigns in the manner specified in the privacy sections disclosed on the Data Controller's channels.

_________________, (date)___________________

The Accepting Party or its representative

_______________________________

_________________________________

Intermediary in Charge of Coordinating the Collection of Acceptances (stamp and signature)

The DEPOSITARY INTERMEDIARY with whom this Acceptance Form has been deposited declares at the time of its submission by the Party Accepting the Offer and under its own responsibility:

a) to be the depositary of the above-mentioned Shares subject matter of this Acceptance Form;

b) to arrange for the necessary formalities for the transfer of the Shares subject matter of this Acceptance Form to this Intermediary In Charge exclusively through Monte Titoli S.p.A., by and no later than the final date for acceptance of the Offer.

_________________, (date)___________________

Custodian Intermediary (stamp and signature)

____________________________________

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