SICIT S p A : 16 April 2021 – Circular BidCo’s takeover bid

English courtesy translation

CONSOB	Borsa Italiana S.p.A.
Corporate Governance Division	Piazza Affari, 6
Takeover and Shareholder Ownership Office	20123 Milan
Via G.B. Martini, 3	Fax no. 02 72004666
00198 Rome
[e-mail]
Fax no. 06 8416703
Sicit Group S.p.A.	ANSA
Via Arzignano 80,	[e-mail] / [e-mail]
36072 Chiampo (VI)	Fax no. 02 39801501
[e-mail]
Fax no. 0444 453812	Reuters
	[e-mail]
	Fax no. 02 801149
	Radiocor
	[e-mail]
	Fax no. 02 3022481

NOTICE PURSUANT TO ARTICLE 102, PARAGRAPH 1, OF LEGISLATIVE DECREE DATED 24 FEBRUARY 1998, NO. 58, AS SUBSEQUENTLY AMENDED AND SUPPLEMENTED, AND TO ARTICLE 37, PARAGRAPH 1, OF THE REGULATION ADOPTED BY CONSOB WITH RESOLUTION DATED 14 MAY 1999, NO. 11971 AS SUBSEQUENTLY AMENDED AND SUPPLEMENTED

Milan, 16 April 2021 - In accordance with and for the purposes of article 102, paragraph 1, of Legislative Decree dated 24 February 1998, no. 58, as subsequently amended and supplemented (the "CFA"), and article 37, paragraph 1, of the Regulation adopted by CONSOB with resolution No. 11971 of 14 May 1999, as subsequently amended and supplemented (the "Issuers' Regulation"), Circular BidCo S.p.A. with sole shareholder (the "Offeror" or "BidCo") hereby announces (the "Notice") its decision to launch a voluntary totalitarian tender offer (the "Offer"), in accordance with and for the purposes of articles 102 and 106, paragraph 4, of the CFA, aimed at:

1. acquiring all the ordinary shares (the "Shares") of the company Sicit Group S.p.A. ("Sicit" or the "Issuer"), a company with shares listed on the STAR segment of the Mercato Telematico Azionario ("MTA"), organised and managed by Borsa Italiana S.p.A. ("Borsa Italiana") -

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including treasury shares held, also indirectly, from time to time by the Issuer, as well as maximum no. 1,603,059 ordinary shares which may be possibly issued as a result of the exercise of the subscription right vested in no. 5,908,806 warrants of the Issuer - equal to aggregate maximum no. 22,648,539 ordinary shares (hereinafter, the "Shares subject to the Offer"); and

1. obtaining the delisting from the MTA, organised and managed by Borsa Italiana S.p.A. of the Issuer's Shares ("Delisting").

Please find below the legal basis, the terms and conditions and the key elements of the Offer. For a more detailed description and assessment of the Offer, reference is made to the offer document which will be drafted in accordance with scheme no. 1 of Annex 2(A) to the Issuers' Regulation, filed with CONSOB and published by the Offeror in compliance with the terms and conditions set forth by the applicable laws (the "Offer Document").

• THE OFFEROR

The Offeror is Circular BidCo S.p.A., a company incorporated under the Italian law, with registered office in Milan, viale Bianca Maria no. 25, registration number with the Companies' Register of Milan, Monza Brianza, Lodi, tax code and VAT no. 11648660964, share capital equal to Euro 50,000.00 fully paid-in.

As at the date of this Notice, the Offeror's share capital is wholly owned by Circular HoldCo S.p.A. ("HoldCo"), a company incorporated under the Italian law, with registered office in Milan, viale Bianca Maria no. 25, registration number with the Companies' Register of Milan, Monza Brianza, Lodi, tax code and VAT no. 11648710967, share capital equal to Euro 50,000.00 fully paid-in.

In turn, HoldCo's share capital, as at the date of this Notice, is wholly owned by Galileo Otto S.à r.l., a société à responsabilité limitée under Luxembourg law, with registered office at 80 Route d'Esch, L-1470 Luxembourg ("Galileo"), in turn owned by NB Renaissance Partners Holding S.à r.l., société à responsabilité limitée under the Luxembourg law and having its registered office at 9 Rue du Laboratoire, L-1911 Luxembourg ("NB" and, together with Galileo, the "Investor").

NB is directly controlled by the reserved alternative investment fund NB Renaissance Partners S.à r.l. SICAV-RAIF, société à responsabilité limitée under Luxembourg law, having its registered office at 80, Route d'Esch, L-1470 Luxembourg, managed by the alternative investment fund manager Neuberger Berman AIFM S.à r.l. a société à responsabilité limitée under Luxembourg law, having its registered office at 9 Rue du Laboratoire, L-1911 Luxembourg ("NB AIFM").

NB AIFM is indirectly controlled by Neuberger Berman Group LLC, a limited liability company incorporated and existing under the laws of the State of Delaware, United States of America.

On today's date, NB, on the one hand, and Intesa Holding S.p.A. ("Intesa Holding" or "IH"), a company which - as at the date of this Notice - holds 43.4% of Sicit's share capital, have signed a binding term sheet (the "TS") pursuant to which, amongst the others:

1. IH has undertaken to tender to the Offer, thus tendering to the Offer (within the fifth day from the start of the Tender Period, as defined below) all 9,142,100 Sicit's Shares in its ownership, at the same time exercising its right to withdraw from the shareholders' agreements which IH itself is party to as Sicit's shareholder (as described below);
2. IH has undertaken to invest indirectly in BidCo's share capital (through HoldCo) if the Offer is perfected, by purchasing 50% of HoldCo's share capital from the Investor at a price equal to its par value no later than three days before payment of the Consideration (as defined below)

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and, subsequently, to subscribe HoldCo's new shares, in such number so as to ensure that IH and NB hold 50% of HoldCo's share capital;

1. NB and IH defined the principles of governance of HoldCo, BidCo and Sicit if the Offer is completed and the Delisting achieved;

all taking into account the fact that, following the Offer, HoldCo's share capital will be held by Intesa Holding and the Investor in equal parts.

BidCo shall be the only person to become the purchaser of the Issuer's Shares tendered to the Offer and to assume any related obligations and responsibilities.

For further information on the content of the TS, please refer to the relevant essential information, which will be published pursuant to the terms and conditions set forth in article 122 of the CFA and article 130 of the Issuers' Regulation.

Without prejudice to the binding nature of the agreements contained in the TS, NB and IH also undertook to detail and supplement, within the terms provided for by article 102, paragraph 3, of the CFA, the provisions contained in the TS, inter alia, in the following agreements:

1. an investment agreement between NB and IH which, based on what has already been agreed in the TS, regulates in greater detail, so as far as necessary, the launch of the Offer, the regulation of BidCo/HoldCo's capitalization commitments and the cooperation obligations in relation to their funding;
2. a shareholders' agreement between NB and IH which, based on what has already been agreed in the TS, regulates in greater detail, so as far as necessary: (a) the governance of Sicit and that of its corporate chain, following completion of the Offer and the consequent Delisting; and (b) certain rules concerning the transfer of the Shares of Sicit and those of its corporate chain, as well as the specific exit mechanisms upon completion of the Offer and the consequent Delisting.

For the sake of completeness, please note that, as at the date of this Notice, IH is party to the following shareholders' agreements (published pursuant to article 122 of the CFA) relating to Sicit: (i) a shareholders' agreement entered into on 7 May 2019 (and subsequently amended), with Promosprint Holding S.r.l. concerning the corporate governance of Sicit, falling within scope of article 122, paragraph 1, of the CFA; and (ii) a lock-up entered into on 7 May 2019 (and subsequently amended) with Sicit and Banca IMI S.p.A., concerning IH's commitment not to transfer a portion of its shareholding in Sicit, comprising 9,000,000 Shares held in Sicit's share capital, falling within scope of article 122, paragraph 5, lett. b) of the CFA. Please also note that certain Intesa Holding's shareholders, holding an aggregate stake equal to 50.51% of Intesa Holding's share capital, entered into a lock-up on 7 May 2019 with Sicit, PromoSprint Holding S.r.l. and Banca IMI S.p.A. concerning the commitment of such Intesa Holding's shareholders not to transfer their shareholdings held in Intesa Holding.

• PERSONS ACTING IN CONCERT IN RELATION TO THE OFFER

In accordance with the provisions applicable from time to time, as the case may be, pursuant to article 101- bis, paragraphs 4 and 4-bis of the CFA, NB, Galileo, HoldCo and IH are persons acting in concert with the Offeror (the "Persons Acting in Concert").

For further information on the content of the TS, please refer to the relevant essential information, which will be published pursuant to the terms and conditions set forth in article 122 of the CFA and article 130 of the Issuers' Regulation.

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The Offeror will be the only entity to launch the Offer and to become the purchaser of the Shares tendered to the Offer itself, as well as to bear the costs arising out of the payment of the Consideration (as defined below).

• THE ISSUER

The Issuer is Sicit Group S.p.A., a joint-stock company incorporated and existing under Italian law, with registered office in Via Arzignano no. 80, 36072 Chiampo (VI), registration number with the Companies' Register of Vicenza, tax code and VAT no. 09970040961 and R.E.A. no. VI-388405.

Pursuant to article 4 of its current by-laws, the Issuer's term is set until 31 December 2100.

At the date of this Notice, the Issuer's share capital is equal to Euro 2,462,729.90 (two million four hundred sixty-two thousand seven hundred twenty-nine/90), fully subscribed and paid-in, divided into no. 21,045,480 Shares, without par value.

The Shares are listed on MTA, STAR segment, organised and managed by Borsa Italiana, since 2020, and are represented in book-entry form pursuant to article 83-bis of the CFA, with the ISIN code IT0005372344.

As at the date hereof, according to the information publicly disclosed by the Issuer, Sicit holds no. 304,209 treasury shares (the "Treasury Shares").

The following chart includes a list of the persons that, based on the notices made pursuant to article 120, paragraph 2, of the CFA, as published on CONSOB's website, as at the date hereof, own a significant equity interest in the Issuer's share capital.

	Declarant	Direct shareholder		Title	% of share capital
						held
	Promo Sprint	Promo Sprint Holding		Ownership	9.676%
	S.r.l.
	Holding S.r.l.
	Aggregate				9.676%
	Intesa Holding	Intesa Holding S.p.A.		Ownership	43.440%
	S.p.A.
	Aggregate			43.440%

It should be underlined that the above percentages - taken from the website www.consob.it and based on the information provided by the shareholders pursuant to article 120 of the CFA - may be outdated and/or not in line with the data processed and published by other sources (including the Issuer's website), in case subsequent changes in the shareholdings did not trigger any disclosure obligations for the relevant shareholders.

As at the date hereof, IH is able to exercise a de facto control over the Issuer, pursuant to article 93 of the CFA.

• FINANCIAL INSTRUMENTS SUBJECT TO THE OFFER

The Offer is directed to all the Shares of Sicit, including:

1. The Treasury Shares; and

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1. maximum no. 1,603,059 ordinary shares which may be possibly issued, as a result of the exercise of the subscription right vested in 5,908,806 warrants of the Issuer.

The Offer therefore concerns a maximum of no. 22,648,539 Shares.

Following this Notice, as well as during the Tender Period (as defined below), as possibly extended, the Offeror and/or the Persons Acting in Concert reserve the right to purchase Shares of the Issuer outside the Offer, to the extent permitted by applicable laws. Any possible purchases made outside the Offer will be disclosed to the market pursuant to article 41, paragraph 2, lett. c), of the Issuers' Regulation.

The Offer is addressed, without distinction and on equal terms, to all holders of Shares.

The Shares Subject to the Offer shall be freely transferable in favour of BidCo, as well as free from liens and encumbrances of any kind and nature, whether in rem, contractual or personal.

• UNITARY CONSIDERATION AND TOTAL COUNTERVALUE OF THE OFFER

The consideration to be paid by BidCo per each Share Subject to the Offer tendered to the Offer is equal to Euro 16.00 (sixteen/00), minus the amount of any possible (ordinary or extraordinary) dividend per share whose distribution may be resolved upon by the relevant corporate bodies of the Issuer and actually paid before the date of payment of the consideration (the "Consideration").

For the sake of completeness, please note that Sicit's Board of Directors proposed that the shareholders' meeting convened for 29 April 2021 approves a dividend of Euro 0.55 per Share; if the shareholders' meeting approves such proposal, the Consideration will be reduced by the amount of the dividend per share that should be actually paid before the date of payment of the Consideration.

The Consideration is intended to be net of stamp duty, fees, charges and expenses that will be borne by BidCo. The ordinary or substitute tax on capital gains, if due, shall be borne by the shareholders who will tender their shares to the Offer.

The maximum total disbursement of BidCo, in the event of full acceptance of the Offer, that is by all recipients of the Offer, calculated on the total number of Shares Subject to the Offer, shall be Euro 362,376,624.00 (three hundred sixty-two million three hundred seventy-six thousand six hundred twenty- four/00) (the "Maximum Disbursement").

The Consideration incorporates a premium of:

• 3.3% with respect to the official unitary closing price of the Shares recorded on the 15 April 2021 (last trading day prior to the announcement of the Offer), equal to Euro 15.49 per Share (source: Capital IQ);
• 8.1% with respect to the weighted average price per quantities exchanged during the last month (source: Capital IQ);
• 16.3% with respect to the weighted average price per quantities exchanged during the last three months (source: Capital IQ);
• 22.1% with respect to the weighted average price per quantities exchanged during the last six months (source: Capital IQ);
• 30.3% with respect to the weighted average price per quantities exchanged during the last twelve months (source: Capital IQ).

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