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Warning


TERMS AND CONDITIONS

In order to access this website, the Admission Document, and any other information contained in the following pages, it is necessary to read and accept the information provided below, which the reader must carefully consider before reading, accessing, or using the information provided below. By accessing this website, you agree to be bound by the terms and conditions set forth below, which may be modified or updated and therefore should be read in full each time you access this site.

The Admission Document presented in this section of the website (the “Admission Document”) has been prepared in accordance with the issuer regulation of the multilateral trading system called “Euronext Growth Milan” organized and managed by Borsa Italiana S.p.A. for the admission of ordinary shares (the “Shares”) of Palingeo S.p.A. (the “Company” or “Palingeo”) to such multilateral trading system. The offer of financial instruments contemplated in the Admission Document and any other information contained in the following pages does not constitute a “public offering,” as defined by Legislative Decree no. 58 of February 24, 1998, and subsequent amendments (the “TUF”), and therefore the preparation of a prospectus is not required according to the EU Regulation no. 2017/1129 and Delegated EU Regulation no. 2019/980, except as required by the Euronext Growth Milan Issuer Regulation.

The Admission Document does not constitute a prospectus, and its publication should not be authorized by CONSOB pursuant to EU Regulation no. 2017/1129 or any other rule or regulation governing the preparation and publication of information prospectuses under articles 94 and 113 of the TUF, including the issuer regulation adopted by CONSOB by resolution no. 11971 of May 14, 1999, as subsequently amended and supplemented.

The information contained in this section of the website is disseminated in accordance with articles 17 and 26 of the Euronext Growth Milan Issuer Regulation.

The Admission Document and any other information contained in this section of the website are accessible only to individuals who: (a) are residents in Italy and are not domiciled nor currently located in the United States of America, Australia, Japan, Canada, or any other country where the dissemination of the Admission Document and/or such information requires approval from the competent local authorities or violates local laws or regulations (“Other Countries”); and (b) are not a “U.S. Person” as defined in Regulation S of the United States Securities Act of 1933, as amended, nor are acting for their own account or on their behalf without the existence of appropriate registration or a specific exemption from registration under the United States Securities Act and applicable regulations. “U.S. Persons” as defined above are precluded from accessing this website, downloading, temporarily or permanently storing the Admission Document, and any other information contained in this section of the website.

The information contained in this section of the website may not be copied or forwarded. Under no circumstances is it permitted to circulate, directly or through third parties, the Admission Document and any other information contained in this section of the website to individuals falling under the conditions specified in points (a) and (b) of the preceding paragraph, particularly in the United States, Australia, Japan, Canada, or Other Countries.

The Shares have not been and will not be registered under the United States Securities Act of 1933, as amended, or with any regulatory authority of any state or other jurisdiction in the United States of America, and they may not be offered or sold in the United States of America or to, or for the account or benefit of, a “U.S. Person,” as defined above, unless registered or exempt from such registration or in other countries where the offer of shares is subject to limitations under current regulations.

Regulation S of the United States Securities Act of 1933, as amended, defines a “U.S. Person” as: (1) any individual resident in the United States; (2) partnerships and corporations organized and established under the laws of the United States; (3) any property whose administrators or managers are a “U.S. Person”; (4) trusts whose trustee is a “U.S. Person”; (5) any agency, branch, or office of an entity having its place of business in the United States; (6) non-discretionary accounts; (7) other similar accounts (except for properties or trusts) managed or administratively managed on behalf of or for the benefit of a “U.S. Person”; (8) partnerships and corporations if (A) organized and established under the laws of any foreign jurisdiction; and (B) formed by a “U.S. Person” with the principal purpose of investing in unregistered securities under the United States Securities Act of 1933, unless they are formed or organized and owned by accredited investors (as defined in Rule 501(a) of the United States Securities Act of 1933) who are not individuals, properties, or trusts.

Failure to comply with this provision may constitute a violation of the United States Securities Act or applicable law in other jurisdictions.

The information contained on this website (or any other website with which this website has hyperlinks) does not constitute an offer, an invitation to offer, or a promotional activity in relation to the Company’s Shares to any citizen or individual resident in Canada, Australia, Japan, or the United States of America or any other country where such actions are not allowed without specific exemptions or authorizations from the competent authorities. The Shares have not been and will not be registered under the United States Securities Act of 1933, as amended, or with any regulatory authority of any state or other jurisdiction in the United States of America, and they may not be offered or sold in the United States of America or to, or for the account or benefit of, a “U.S. Person,” as defined above, unless registered or exempt from such registration or in Other Countries.

To access this website, the Admission Document, and any other information contained in the following pages, I declare under my full responsibility that I am a resident in Italy and am not domiciled nor currently located in the United States of America, Australia, Japan, Canada, or Other Countries and that I am not a “U.S. Person” as defined in Regulation S of the United States Securities Act of 1933, as amended.

To download the documentation, the above terms must be accepted.