Consorzio Stabile S.I.S. S.c.p.A.: Proposal to adopt an Extraordinary Resolution to modify the terms and conditions of Notes (ISIN code: IT0005365728)

Turin (pta026/13.10.2022/16:25 UTC+2)

Thursday, 13 October 2022 – Consorzio Stabile SIS S.c.p.A. (the Issuer) informs that the Issuer has determined today to propose to the holders of the Notes (the Noteholders) to adopt an Extraordinary Resolution (the Extraordinary Resolution) to modify the terms and conditions of the Notes (the Conditions) of the €100,000,000.00 Senior Secured Fixed Rate Notes due 2024 (ISIN code: IT0005365728) (the Notes).

In particular, the Issuer has resolved to convene a meeting of Noteholders and propose to such meeting, inter alia, to approve certain amendments to Condition 8.5 (Redemption at the Option of the Issuer). Such modifications are aimed at enabling a redemption in full of the Notes at the option of the Issuer (which is currently not provided for under the Conditions) and at reducing the 10 Business Days' period to provide the prior notice for early redemption in a 5 Business Days' period.

Furthermore, in the event of (and subject to) the approval by the meeting of Noteholders of the proposed amendments to Condition 8.5 (Redemption at the Option of the Issuer), the board of directors of the Issuer has resolved upon, and expressed its intention to: (i) exercise the option of the Issuer to redeem in full the Notes pursuant to Condition 8.5 (Redemption at the Option of the Issuer) as modified by the Extraordinary Resolution and execute all the necessary and/or appropriate documentation to give effect to the foregoing; and (ii) negotiate, enter into and execute contractual arrangements with the Noteholders qualifying as such pursuant to Articles 85 et seq. of the Italian Legislative Decree of 24 February 1998 No. 58 (as amended, the Italian Financial Services Act) with the aim of providing such Noteholders with the opportunity to obtain an amount equivalent to the so-called "Additional Remuneration" set out under Condition 6.8 (Additional Remuneration) despite the redemption in full of the Notes, pursuant to the same provisions, and subject to the same events, currently set out under the Conditions, given that the redemption in full of the Notes will cause the Noteholders to not being entitled to obtain such "Additional Remuneration" under the Conditions any longer.

A notice convening the meeting of Noteholders (the Notice) and containing, inter alia, the text of the proposed Extraordinary Resolution, will be published in the next days in accordance with the Conditions.

For further information please contact:

Consorzio Stabile SIS S.c.p.A., Tel.: +39 011 7176 201, Email: r.mascarello@fininc.it, www.sisscpa.it/

Disclaimer

This announcement and the Notice are for distribution only outside the United States to persons other than "U.S. Persons" (as defined in Regulation S under the United States Securities Act of 1933, as amended (the Securities Act)). It is not for release, publication or distribution in or into, or to any person located or resident in, any other jurisdiction where it is unlawful to release, publish or distribute this document. This announcement and the Notice are important and require your immediate attention. This announcement and the Notice contain important information which should be read carefully before any decision is made with respect to the proposals set out herein. If you are in doubt as to the action you should take, you are recommended to seek your own legal, tax, financial, business, regulatory and accounting advice and consult your own professional investment advisor. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to vote in respect of the proposal.

Each Noteholder must make its own decision as to whether or not to consent to the relevant proposals set out in this announcement and the Notice and none of the Issuer nor any of the Agents makes any recommendation as to whether or not or how Noteholders should vote in respect of the proposal. This announcement and the Notice are not intended to be, and should not be relied upon as, legal, tax, financial, business, regulatory accounting, investment or other advice. The Issuer is not providing investors with any such advice and investors should consult their own advisors for advice on risks relating to the reform of interest rate benchmarks. The information contained in this announcement and in the Notice are not intended to be comprehensive. Material developments may have occurred since the date of this announcement. In particular, this announcement and the Notice are not intended to address all financial and other risks that may arise in connection with interest rate benchmark reforms and/or transactions referencing affected benchmarks or otherwise impacted by changes to those benchmarks.

The distribution of this announcement and the Notice may be restricted by law in certain jurisdictions and persons into whose possession this announcement and the Notice come are requested to inform themselves about, and to observe, any such restrictions.

This announcement and Notice are not and are not intended to and shall not be deemed to constitute or contain or form part of an offer of financial instruments or invitation to promote and/or engage in any investment activity or an offer or invitation to buy or sell any securities or financial instruments or products in any jurisdiction and is being sent to Noteholders solely in their capacity as such in connection with the Extraordinary Resolution. In particular, the consent solicitation does not constitute an offer to the public in the Republic of Italy and none of this announcement, the Notice or any other documents or materials relating to the consent solicitation have been nor will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (CONSOB).

If you have sold or otherwise transferred your entire holding(s) of any of the Notes, please forward this announcement and the Notice immediately to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The distribution of this announcement and the Notice may be restricted by applicable laws, rules, regulations and guidelines including but not limited to any trade, economic or financial sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by a sanctions authority (Applicable Law) in certain jurisdictions and persons into whose possession this announcement and the Notice come are requested to inform themselves about, and to observe, any such Applicable Law.

Nothing in this announcement and the Notice or the electronic transmission hereof constitutes or contemplates an offer of, an offer to purchase or the solicitation of an offer to sell securities in the United States or any other jurisdiction. This announcement and the Notice have not been, and will not be, registered under the Securities Act, or the securities laws of any state or other jurisdiction of the United States.

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