THE ANNOUNCEMENT REPRODUCED BELOW CONTAINS INFORMATION THAT QUALIFIED AND WAS ALREADY PUBLISHED THROUGH THE REQUIRED CHANNELS AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014, AS AMENDED. THIS ANNOUNCEMENT REPRESENTS VOLUNTARY PUBLICATION OF THE SAME INFORMATION VIA EQS.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE “UNITED STATES”) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

29 January 2026

CPI Property Group (the “Company”) today announces the invitation to holders (subject to the “Offer and Distribution Restrictions” (as described below)) of (A) its outstanding (i) EUR 750,000,000 2.875 per cent. Senior Notes due 23 April 2027 (ISIN: XS2069407786) (of which EUR 317,059,000 is currently outstanding) (the “2027 Notes”) to tender the 2027 Notes for purchase by the Company for cash (the “2027 Notes Offer”); (ii) GBP 400,000,000 4.000 per cent. Senior Notes due 22 January 2028 (ISIN: XS2106589471) (of which GBP  329,816,000 is currently outstanding) (the “2028 Notes”) to tender the 2028 Notes for purchase by the Company for cash (the “2028 Notes Offer”); and (iii) EUR 600,000,000 7.000 per cent. Senior Unsecured Green Notes due 7 May 2029 (ISIN: XS2815976126) (of which EUR 420,000,000 is currently outstanding) (the “2029 Notes”) to tender the 2029 Notes for purchase by the Company for cash (the “2029 Notes Offer”) and (B) the outstanding EUR 500,000,000 2.500 per cent. Notes due 15 October 2027 issued by CPI Europe AG (formerly Immofinanz AG) (ISIN: XS2243564478) (of which EUR 108,200,000 is currently outstanding) (the “CPIE Notes” and, together with the 2027 Notes, 2028 Notes and 2029 Notes, the “Notes”) to tender the CPIE Notes for purchase by the Company for cash (the “CPIE Notes Offer” and, together with the 2027 Notes Offer, the 2028 Notes Offer and the 2029 Notes Offer, the “Offers” and each an “Offer”) in an aggregate nominal amount (converted into the Euro Equivalent, where applicable) of no more than the Maximum Acceptance Amount, subject to the right of the Company to increase or decrease such amount, subject to the satisfaction of the New Financing Condition (as defined below) and as otherwise set out herein.

The Company also intends to issue new sterling-denominated senior notes expected to be issued by the Company on or about 5 February 2026 (the “New Notes”), subject to market conditions. Whether the Company will accept for purchase Notes validly tendered pursuant to the Offers is subject, without limitation, to the successful completion (in the sole determination of the Company) of the issue of the New Notes (the “New Financing Condition”).

The Offers are being made on the terms and subject to the conditions set out in the tender offer memorandum dated 29 January 2026 (the “Tender Offer Memorandum”) and are subject to the “Offer and Distribution Restrictions” set out below.

Subject to applicable law, the Company reserves the right, in its sole and absolute discretion, to extend, re-open, withdraw or terminate the Offers and to amend or waive any of the terms and conditions of any Offer (including the New Financing Condition) at any time before any unconditional acceptance by the Company of the Notes tendered for purchase in an Offer as described in the section “Amendment and Termination” of the Tender Offer Memorandum, including with respect to any Tender Instructions already submitted as of the time of any such extension, re-opening, withdrawal, termination, amendment or waiver.

Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the Tender Offer Memorandum.

The table below sets forth certain information relating to the Notes:

 

The Rate of Interest on the 2027 Notes and the 2028 Notes is 2.875 per cent. per annum and 4.000 per cent. per annum, respectively, which includes, in each case, a Step Up Margin of 1.25 per cent. per annum following the occurrence of a Step Up Rating Change (each as defined in the relevant final terms for the 2027 Notes and 2028 Notes). The Company reserves the right, in its sole and absolute discretion, to increase or decrease the Maximum Acceptance Amount, or to accept none of the Notes tendered for purchase pursuant to the Offers. The Company will determine the allocation of the Maximum Acceptance Amount between each Series in its sole and absolute discretion, and reserves the right to accept significantly more or less (or none) of the Notes of any Series as compared to any other Series. If the acceptance of the aggregate nominal amount of Notes validly tendered for purchase pursuant to the Offers would result in the relevant Series Acceptance Amount being exceeded, scaling on a pro rata basis may apply, as further set out in the Tender Offer Memorandum.

Rationale for the Offers

The Offers are intended to continue the Company’s proactive capital structure management by extending the Company’s senior unsecured bond maturity profile. The Company intends to issue the New Notes, which are expected to be issued on or about 5 February 2026, subject to market conditions. Whether the Company will accept for purchase Notes validly tendered pursuant to the Offers are subject, without limitation, to the New Financing Condition. The net proceeds from the issuance of the New Notes (alongside potential use of available cash on balance sheet, at the Company’s sole discretion), will be used for purchasing the Notes in the Offers and/or other outstanding debt.

Notes purchased by the Company pursuant to the Offers will, in the case of the Notes issued by the Company, be cancelled and will not be re-issued or re-sold and, in the case of the CPIE Notes issued by CPI Europe AG, be held by the Company and are not currently expected by the Company to be re-sold. Notes which have not been validly offered and accepted for purchase pursuant to the Offers will remain outstanding.

New Financing Condition

The Company is not under any obligation to accept for purchase any Notes tendered pursuant to the Offers. The acceptance for purchase by the Company of Notes tendered pursuant to the Offers is at the sole and absolute discretion of the Company and tenders may be rejected by the Company for any reason. In particular, the acceptance of any Notes for purchase by the Company is subject to the New Financing Condition (as described above).

Any investment decision to purchase any New Notes should be made solely on the basis of the information contained in the base prospectus dated 11 June 2025, as supplemented on 26 January 2026, relating to the Company’s Euro Medium Term Note Programme (the “Base Prospectus”), together with the applicable final terms relating to the New Notes (which are expected to be published on or about 4 February 2026), and no reliance is to be placed on any representations other than those contained in the Base Prospectus.

The Company reserves the right at any time to waive any or all of the conditions of the Offers (including the New Financing Condition) as set out in the Tender Offer Memorandum.

The New Notes are not being, and will not be, offered or sold in the United States. Nothing in this announcement or the Tender Offer Memorandum constitutes an offer to sell or the solicitation of an offer to buy the New Notes in the United States or any other jurisdiction. Securities may not be offered, sold or delivered in the United States absent registration under, or an exemption from the registration requirements of, the United States Securities Act of 1933, as amended (the “Securities Act”). The New Notes 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 and may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons.

The New Notes have and shall only be offered in conformity with the provisions of the Base Prospectus and the selling restrictions and, if applicable, the exemption wording, contained therein.

Compliance information for the New Notes: MiFID II and UK MiFIR professionals/ECPs-only/No PRIIPs or UK PRIIPs KID – eligible counterparties and professional clients only (all distribution channels). No sales to EEA or UK retail investors; no key information document has been or will be prepared. See the Base Prospectus for further information.

No action has been or will be taken in any jurisdiction in relation to the New Notes to permit a public offering of securities.

Priority Allocation in the New Notes

A Noteholder that wishes to subscribe for New Notes in addition to tendering or indicating its firm intention to tender Notes for purchase pursuant to the Offers or having indicated its firm intention to tender pursuant to the Offers may, at the sole and absolute discretion of the Company, receive New Notes Priority, subject to such Noteholder making a separate application for the purchase of such New Notes to Banco Santander, S.A., Barclays Bank Ireland PLC or Goldman Sachs International (each in its capacity as a joint bookrunner of the issue of the New Notes) in accordance with the standard new issue procedures of such joint bookrunner.

A key factor in the allocation of the New Notes will be whether Noteholders have validly tendered or indicated to any of Banco Santander, S.A., Barclays Bank Ireland PLC or Goldman Sachs International (each in its capacity as a joint bookrunner of the issue of the New Notes) their firm intention to tender their Notes. When considering allocation of the New Notes, the Company intends to give preference to Noteholders which, prior to such allocation, have validly tendered or indicated to any of Banco Santander, S.A., Barclays Bank Ireland PLC or Goldman Sachs International (each in its capacity as a joint bookrunner of the issue of the New Notes) their firm intention to tender their Notes and subscribe for New Notes. However, the Company is not obliged to allocate any New Notes to a Noteholder which has validly tendered or indicated a firm intention to tender their Notes pursuant to the Offers.

Any allocation of the New Notes, while being considered by the Company as set out above, will be made in accordance with customary new issue allocation processes and procedures. In the event that a Noteholder validly tenders Notes pursuant to the Offers, such Notes will remain subject to such tender and the conditions of the Offers as set out in the Tender Offer Memorandum irrespective of whether that Noteholder receives all, part or none of any allocation of New Notes for which it has applied. Noteholders should note that the pricing and allocation of the New Notes is expected to take place prior to the Expiration Deadline for the Offers.

To request New Notes Priority, a Noteholder should contact Banco Santander, S.A., Barclays Bank Ireland PLC or Goldman Sachs International (each in its capacity as a joint bookrunner of the issue of the New Notes) using the contact details on the last page of the Tender Offer Memorandum.

The pricing of the New Notes is expected to take place prior to the Expiration Deadline and, as such, holder of Notes are advised to contact Banco Santander, S.A., Barclays Bank Ireland PLC or Goldman Sachs International (each in its capacity as a joint bookrunner of the issue of the New Notes) as soon as possible prior to the pricing of the New Notes in order to request New Notes Priority.

Maximum Acceptance Amount, Final Acceptance Amount, Series Acceptance Amount(s) and Scaling of the Offers

Although the Company is under no obligation to accept any valid tenders of Notes for purchase pursuant to the Offers, it currently proposes to, subject to the New Financing Condition, accept for purchase valid tenders of Notes in an aggregate nominal amount (converted into the Euro Equivalent, where applicable) up to the Maximum Acceptance Amount. The Company reserves the right, in its sole and absolute discretion, to increase or decrease the Maximum Acceptance Amount, or to accept none of the Notes tendered for purchase pursuant to the Offers.

The Final Acceptance Amount and each Series Acceptance Amount will be determined by the Company at its sole and absolute discretion by reference to the aggregate nominal amount of Notes validly tendered for purchase pursuant to the Offers and will be announced by the Company as soon as reasonably practicable after the Expiration Deadline.

Each Series Acceptance Amount will be determined by the Company at its sole and absolute discretion by reference to the aggregate nominal amount of the relevant Series validly tendered for purchase pursuant to the relevant Offer and announced as soon as reasonably practicable after the Expiration Deadline.

The Company will accept (i) validly tendered 2027 Notes for purchase up to the Series Acceptance Amount for the 2027 Notes; (ii) validly tendered 2028 Notes for purchase up to the Series Acceptance Amount for the 2028 Notes; (iii) validly tendered 2029 Notes for purchase up to the Series Acceptance Amount for the 2029 Notes; and (iv) validly tendered CPIE Notes for purchase up to the Series Acceptance Amount for the CPIE Notes. The aggregate nominal amount of Notes (converted into the Euro Equivalent, where applicable) accepted pursuant to the Offers may be (i) higher than the Maximum Acceptance Amount set out herein, or (ii) lower than the Maximum Acceptance Amount set out herein. The Company will determine the allocation of the Final Acceptance Amount between each Series in its sole and absolute discretion, and reserves the right to accept significantly more or less (or none) of the Notes of any Series as compared to any other Series.

If the acceptance of the aggregate nominal amount of the Notes of any Series validly tendered for purchase pursuant to an Offer would result in the relevant Series Acceptance Amount being exceeded, tenders thereof will be accepted on a pro rata basis. Such pro rata allocations will be calculated by multiplying the nominal amount of the Notes of the relevant Series tendered in each relevant Tender Instruction by a factor (in respect of such Series, the “Scaling Factor”) equal to (i) the relevant Series Acceptance Amount divided by (ii) the aggregate nominal amount of the Notes of the relevant Series that have been validly tendered in the relevant Offer (subject to adjustment to allow for the aggregate nominal amount of Notes of the relevant Series accepted for purchase, following the rounding of Tender Instructions as set out below, to equal the relevant Series Acceptance Amount).

In respect of each Series, each tender of Notes that is subject to scaling in this manner will be rounded down to the nearest (in the case of the 2027 Notes or the 2029 Notes) EUR 1,000 in nominal amount, (in the case of the 2028 Notes) GBP 1,000 in nominal amount or (in the case of the CPIE Notes) EUR 100,000 in nominal amount. In addition, in the event of any such scaling, the Company will use reasonable endeavours to apply pro rata scaling (to the extent practicable, and adjusted as may be applicable) to each valid tender of Notes of such Series in such a manner as will result in both:

• the relevant Noteholder transferring to the Company an aggregate nominal amount of Notes of such Series; and
• the relevant Noteholder's residual amount of Notes of such Series (being the nominal amount of the Notes the subject of the relevant Tender Instruction that are not accepted for purchase by virtue of such scaling),

amounting, in each case, to either (i) at least (in the case of the 2027 Notes, 2029 Notes or CPIE Notes) EUR 100,000 or (in the case of the 2028 Notes) GBP 100,000 and, in the case of the 2027 Notes, 2028 Notes and 2029 Notes only, further increments of (in the case of the 2027 Notes or 2029 Notes) EUR 1,000 or (in the case of the 2028 Notes) GBP 1,000, as applicable, or (ii) zero, and the Company therefore reserves the right (but shall not be obliged) to adjust the relevant Scaling Factor applicable to any relevant Tender Instruction accordingly.

Offer Period

The Offers commence on 29 January 2026 and will end at 16:00 (London time) on 5 February 2026 (such date and time, as may be extended) unless extended by the Company, in which case notification to that effect will be given by or on behalf of the Company by way of announcement as provided in the Tender Offer Memorandum as soon as reasonably practicable after the relevant decision is made.

In order to participate in, and be eligible to receive the relevant Purchase Price (and the relevant Accrued Interest Payment) pursuant to, the Offers, Noteholders must validly tender their Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by 16:00 (London time) on 5 February 2026 (the “Expiration Deadline”).

Tender Instructions must be submitted in respect of a minimum nominal amount of Notes of no less than (in the case of the 2027 Notes, 2029 Notes or CPIE Notes) EUR 100,000 or (in the case of 2028 Notes) GBP 100,000, being the minimum denomination of the Notes, and may be submitted in integral multiples of (in the case of the 2027 Notes or 2029 Notes) EUR 1,000 or (in the case of 2028 Notes) GBP 1,000 thereafter.

Purchase Price and Accrued Interest

The Company will pay (or arrange to have paid on its behalf) the relevant Purchase Price for any Notes validly tendered and accepted for purchase by the Company pursuant to the Offers.

If the Company decides to accept (subject to satisfaction of the New Financing Condition) valid tenders of Notes pursuant to the Offers, the Company will pay, or arrange to have paid on its behalf, the product of (i) the aggregate nominal amount of the Notes of such Noteholder accepted for purchase pursuant to the Offers and (ii) the relevant Purchase Price. The Company will also pay, or arrange to have paid on its behalf, an accrued interest payment in respect of any Notes accepted for purchase pursuant to the Offers (the “Accrued Interest Payment”). The relevant Accrued Interest Payment will be an amount in cash (rounded to the nearest EUR 0.01 and GBP 0.01, as applicable, with EUR 0.005 and GBP 0.005, as applicable, being rounded upwards) equal to the interest accrued and unpaid on the relevant Notes from (and including) the interest payment date for the relevant Notes immediately preceding the Settlement Date to (but excluding) the Settlement Date on the relevant Notes validly tendered for purchase by a Noteholder and accepted by the Company pursuant to the Offers, calculated in accordance with the terms and condition of the Notes.

Expected Timetable of Events

The following table sets out the expected dates and times of the key events relating to the Offers. This timetable is subject to the right of the Company, in its sole and absolute discretion, to extend, re-open, withdraw or terminate any Offer and to amend or waive any of the terms and conditions of any Offer, as described in the Tender Offer Memorandum under the heading “Amendment and Termination”. Accordingly, the actual timetable may differ significantly from the timetable below.

Events		Times and Dates (all times are London time)
Commencement of the Offers
Offers are announced and the New Notes issuance is launched. Tender Offer Memorandum available from the Tender Agent.		29 January 2026
Expiration Deadline
Final deadline for receipt of valid Tender Instructions by the Tender Agent in order for Noteholders to be able to participate in the Offers. Determination of the Applicable Sterling/Euro Exchange Rate.		16:00 on 5 February 2026
Announcement of Results of the Offers
Announcement by the Company of its decision whether to accept valid tenders of Notes pursuant to the Offers (subject to satisfaction of the New Financing Condition) and, if so accepted (i) the Maximum Acceptance Amount, (ii) the aggregate nominal amount of the Notes of each Series validly tendered, (iii) the Applicable Sterling/Euro Exchange Rate, (iv) the Final Acceptance Amount, (v) each Series Acceptance Amount, (vi) the details of any Scaling Factor to be applied to Notes for each Series, and (vii) the aggregate nominal amount of the Notes of each Series that will remain outstanding following completion of the Offers.		As soon as reasonably practicable on 6 February 2026
Settlement Date for the New Notes issuance			Expected to be on or about 5 February 2026
Settlement Date for the Offers
Subject to satisfaction of the New Financing Condition on or prior to the Settlement Date, expected Settlement Date for the Offers. Payment of the relevant Purchase Price and the relevant Accrued Interest Payment in respect of Notes accepted for purchase pursuant to the Offers.		Expected to be 12 February 2026

 

The above times and dates are subject to the right of the Company in its sole and absolute discretion to extend, re-open, amend, and/or terminate the Offers at any time (subject to applicable law and as provided in the Tender Offer Memorandum). Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offers before the deadlines specified in this announcement. The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified above. See “Procedures for Participating in the Offers” in the Tender Offer Memorandum.

Participation in the Offers

Noteholders are advised to read carefully the Tender Offer Memorandum for full details of, and information regarding, the procedures for participating in the Offers.

For Further Information

A complete description of the terms and conditions of the Offers is set out in the Tender Offer Memorandum. Further details about the transaction can be obtained from:

DEALER MANAGERS
Banco Santander, S.A. Ciudad Grupo Santander Avenida de Cantabria s/n 28660 Boadilla del Monte Madrid Spain Attention: Liability Management Email: LiabilityManagement@gruposantander.com	Barclays Bank Ireland PLC One Molesworth Street Dublin 2 Ireland D02 RF29   Attention: Liability Management Group Email: eu.lm@barclays.com
Goldman Sachs International Plumtree Court 25 Shoe Lane London EC4A 4AU United Kingdom   Tel: +44 207 774 4836 Attention: Liability Management Group Email: liabilitymanagement.eu@gs.com	Société Générale 17, cours Valmy 92987 Paris La Défense cedex France   Attention: Liability Management Email: liability.management@sgcib.com
TENDER AGENT
Kroll Issuer Services Limited The News Building 3 London Bridge Street London SE1 9SG United Kingdom Telephone: +44 207 704 0880 Attention: Arlind Bytyqi Email: cpi@is.kroll.com Website: https://deals.is.kroll.com/cpi

A copy of the Tender Offer Memorandum is available to eligible persons upon request from the Tender Agent.

This announcement is released by CPI Property Group and contains information that qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (“MAR”), encompassing information relating to the Offers described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by David Greenbaum, Chief Executive Officer at CPI Property Group.

Disclaimer

This announcement must be read in conjunction with the Tender Offer Memorandum. Each Noteholder is solely responsible for making its own independent appraisal of all matters as such Noteholder deems appropriate (including those relating to the Offers, the Notes, the Company and the Tender Offer Memorandum) and each Noteholder must make its own decision as to whether to tender any or all of its Notes for purchase pursuant to the Offers based upon its own judgement and having obtained advice from such financial, accounting, regulatory, investment, legal and tax advisers as it may deem necessary. Accordingly, each person receiving this announcement and the Tender Offer Memorandum acknowledges that such person has not relied upon the Company, the Dealer Managers or the Tender Agent (or any of their respective directors, officers, employees, agents, advisers or affiliates) in connection with its decision as to whether to participate in the Offers. Each such person must make its own analysis and investigations regarding the Offers, with particular reference to its own investment objectives and experience, and any other factors which may be relevant to it. If such person is in any doubt about any aspect of the Offers and/or the action it should take, including in respect of any tax consequences, it should consult its professional advisers.

None of the Dealer Managers or the Tender Agent (or their respective directors, officers, employees, agents, advisers or affiliates) makes any representation or recommendation whatsoever regarding this announcement, the Tender Offer Memorandum or the Offers, and none of the Company, the Dealer Managers or the Tender Agent (or their respective directors, officers, employees, agents, advisers or affiliates) makes any recommendation whatsoever regarding this announcement, the Tender Offer Memorandum or the Offers (including as to whether Noteholders should tender Notes in the Offers and no one has been authorised by any of them to make such recommendation). The Tender Agent is the agent of the Company and owes no duty to any Noteholder.

Offer and Distribution Restrictions

This announcement and the Tender Offer Memorandum do not constitute an invitation to participate in the Offers in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and the Tender Offer Memorandum comes are required by each of the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

No action has been or will be taken in any jurisdiction in relation to the New Notes that would permit a public offering of securities.

United States

The Offers are not being made, and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Notes may not be tendered in the Offers by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States as defined in Regulation S of the U.S. Securities Act of 1933, as amended (the “Securities Act”).

Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States. Any purported tender of Notes in the Offers resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Neither this announcement nor the Tender Offer Memorandum is an offer of, or the solicitation of an offer to buy or subscribe for, securities to or from any person in the United States or any other jurisdiction. Securities may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act. The New Notes 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, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S of the Securities Act).

Each Noteholder participating in the Offers will represent that it is not located in the United States and it is not participating in the Offers from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Offers from the United States. For the purposes of this and the above paragraphs, “United States” means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

Republic of Italy

None of the Offers, this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offers have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (“CONSOB”) pursuant to Italian laws and regulations.

The Offers are being carried out in the Republic of Italy (“Italy”) as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the “Financial Services Act”) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.

Noteholders or beneficial owners of the Notes that are located in Italy may tender Notes for purchase through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-a-vis its clients in connection with the Notes or the Offers.

United Kingdom

The communication of this announcement and the Tender Offer Memorandum by the Company and any other documents or materials relating to the Offers are not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to, and may only be acted upon by, those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”)) or persons who are within Article 43 or 49 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

France

This announcement, the Tender Offer Memorandum and any other document or material relating to the Offers have only been and shall only be distributed in France to qualified investors as defined in Article 2(e) of Regulation (EU) 2017/1129. None of this announcement, the Tender Offer Memorandum or any other such document or material has been or will be submitted for clearance to, nor approved by, the Autorité des Marchés Financiers.

Belgium

The Offer is not being made, and will not be made or advertised, directly or indirectly, to any individual in Belgium qualifying as a consumer within the meaning of the Belgian Code of Economic Law, as amended (a “Consumer”) and this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers have not been and may not be distributed, directly or indirectly, in Belgium to Consumers

General

Neither this announcement nor the Tender Offer Memorandum nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes in the Offers will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an Offer to be made by a licensed broker or dealer and a Dealer Manager or any of its respective affiliates is such a licensed broker or dealer in any such jurisdiction, such Offer shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Company in such jurisdiction.

Nothing in this announcement or the Tender Offer Memorandum or the electronic transmission thereof constitutes an offer to sell or the solicitation of an offer to buy the New Notes in the United States or any other jurisdiction.

In addition to the representations referred to above in respect of the United States, each Noteholder participating in an Offer will also give certain representations in respect of the other jurisdictions referred to above and generally as set out in the section “Procedures for Participating in the Offers” in the Tender Offer Memorandum. Any tender of Notes for purchase pursuant to an Offer from a Noteholder that is unable to make these representations will not be accepted.

Each of the Company, the Dealer Managers and the Tender Agent reserves the right, in its sole and absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to an Offer, whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation is not correct, such tender shall not be accepted.