IPO

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 below, which the reader must consider carefully before reading, accessing or making any other use of the information provided below. By accessing this site, you agree to be subject to the terms and conditions set out below, which may be amended or updated and for that reason should be read in full each time you access this site.

The admission document set forth in this section of the website (the “Admission Document“) has been prepared in accordance with the rules for issuers of the multilateral trading system known as “Euronext Growth Milan” organised and managed by Borsa Italiana S.p.A. for the purpose of the admission of the ordinary shares (the “Shares“) of Gentili Mosconi S.p.A. (the “Company” or “Gentili Mosconi“) on such multilateral trading system. The offer of financial instruments contemplated in the Admission Document and any other information contained in the following pages do not constitute an “offer to the public”, as defined by Legislative Decree No. 58 of 24 February 1998, as amended and integrated (the “TUF”), and therefore it is not necessary to prepare a prospectus in accordance with the schemes provided for by the EU Delegated Regulation No. 2019/980.

The Admission Document therefore does not constitute a prospectus and its publication must not be authorised by CONSOB pursuant to EU Regulation No. 2017/1129 or any other rule or regulation governing the preparation and publication of prospectuses pursuant to Articles 94 and 113 of the Consolidated Law on Finance, including the Issuers’ Regulation adopted by CONSOB with resolution No. 11971 of 14 May 1999, as subsequently amended and supplemented. The information contained in this section of the website is issued in accordance with Articles 17 and 26 of the Issuers’ Regulation Euronext Growth Milan.

The Admission Document and any other information contained in this section of the website is accessible only by persons who (a) are resident in Italy and who are not currently domiciled or otherwise located in the United States of America, Australia, Japan, Canada or any other country in which the dissemination of the Admission Document and/or such information requires the approval of the competent local authorities or is in breach of local rules or regulations (“Other Countries“); and (b) are not “U.S. Person” as that term is defined in Regulation S of the United States Securities Act of 1933, as amended, nor are they persons acting on their behalf or for their benefit without the existence of a specific registration or exemption to registration provided for under the United States Securities Act and applicable law. “U.S. Persons” in the above sense are precluded from accessing this website, downloading, temporarily or permanently storing and/or saving 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. For no reason and under no circumstances may the Admission Document and any other information contained in this section of the website be circulated, directly or through third parties, to persons in the conditions set out in points (a) and (b) of the preceding paragraph and, in particular, in the United States, Australia, Japan, Canada or the Other Countries.

The Regulation S of the United States Securities Act del 1933, as amended, defines a “U.S. Person” as: (1) any natural person resident in the United States; (2) ‘partnerships’ and ‘corporations’ formed and organised under the laws of the United States; (3) any property whose directors or managers are a ‘U.S. Person’; (4) trusts whose trustee is a “U.S. Person”; (5) any agency, branch or subsidiary of a person domiciled in the U.S.; (6) non-discretionary accounts; (7) other similar accounts (other than estates or trusts) held or administered on a fiduciary basis for the account or benefit of a “U. S. Person“; (8) “partnerships” and “corporations” incorporated and organised under the laws of the U.S.; (9) “U.S. Person“; (8) “partnerships” and “corporations” if (A) formed and organized under the laws of any foreign jurisdiction; and (B) formed by a “U.S. Person” for the principal purpose of investing in securities not registered under the United States Securities Act of 1933, unless 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 natural persons, estates or trusts.

Failure to do so may result in a violation of the United States Securities Act or applicable law in other jurisdictions.

The information contained in this website (or in any other website with which this website has hypertext links) does not constitute an offer, solicitation of an offer or promotional activity in relation to the Shares of the Company to any person or entity resident in Canada, Australia, Japan or the United States of America or any other country where such acts are not permitted in the absence of specific exemptions or authorisations from the relevant authorities. The shares are not, 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 of the United States of America and 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, in the absence of such registration or express exemption from such compliance or in Other Countries.