TERMS AND CONDITIONS

PLEASE CAREFULLY READ AND ACCEPT THE FOLLOWING RESTRICTIONS AND CONDITIONS RELATING TO ACCESS TO THIS SECTION OF THE SITE

This section contains information and documents relating to the voluntary public offer (“Offer”), concerning the ordinary shares (“Shares”) of Gibus S.p.A. (“Issuer”), launched by Terra Holding S.r.l. (“Terra Holding” or “Offeror”) pursuant to art. 102 of Legislative Decree 58/1998 (“TUF”) and article 12 of the Articles of Association of Gibus.

The Offer will be promoted exclusively on the Italian market as the Shares are listed on Euronext Growth Milan, a multilateral trading facility organized and managed by Borsa Italiana S.p.A., and will be subject to the disclosure obligations and procedural requirements provided for by Italian law. The Offer is addressed, without distinction and on equal terms, to all shareholders.

The Offer is not and will not be promoted or disseminated in the United States of America (i.e. addressed to U.S. Persons, as defined pursuant to the U.S. Securities Act of 1933 and following amendments), in Canada, Japan and Australia, as well as in any other country in which such Offer is not permitted in the absence of authorization by the competent authorities or other fulfilment by the Offeror (such countries, including the United States of America, Canada, Japan and Australia, collectively the “Excluded Countries”), nor by using the Excluded Countries’ national or international means of communication or commerce (including, but not limited to, the postal network, fax, e-mail, telephone and internet), nor through any structure of any of the financial intermediaries of the Excluded Countries, nor in any other way. In addition, the Offer cannot be accepted through the national or international means of communication or commerce referred to above or from the territory of the United States of America.

The Offer is and will be made by means of the publication of the offer document, by the Offeror, subject to the approval of CONSOB (“Offer Document”). The Offer Document will contain a full description of the terms and conditions of the Offer, including the terms and conditions of acceptance.
Before accepting the Offer, shareholders are recommended to carefully read the documentation on the Offer published in accordance with the law. The acceptance of the Offer by persons resident in countries other than Italy may be subject to specific obligations or restrictions provided for by legal or regulatory provisions. It is the sole responsibility of the parties who intend to accept the Offer to comply with these rules and, therefore, before accepting the Offer, such persons will be required to verify their existence and applicability, by contacting their own advisors. The Offeror shall not be held liable for any breach by any person of any of the foregoing limitations. Anyone who wants to access this section of the website and read the Offer Document and the other documents published therein must carefully read and be fully aware of the information contained therein. This section of the website and the information and documents contained herein do not constitute nor are intended to constitute an offer, invitation or solicitation to buy or otherwise acquire, subscribe, sell or otherwise dispose of financial instruments; the documents are made available for information purposes only and are accessible only to persons who are not domiciled or, in any case, are currently located in the Other Countries. This section of the website and the information and documents contained herein are accessible in or from the United Kingdom only: (i) by persons who have professional experience in investment matters falling within the scope of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (“Order”) or (ii) by high net worth companies and other persons to whom the documents may lawfully be transmitted, as they fall under Article 49(2) paragraphs (a) to (d) of the Order (together, the “Relevant Persons”). No sale, issuance or transfer of the Issuer’s financial instruments will be carried out in any country in violation of the regulations applicable therein. No copy of the information included in this section of the website or of any other document relating to the Offer will be, nor may be, sent by post or otherwise transmitted or distributed, in whole or in part, in the Other Countries or to persons resident, domiciled or currently located in the United Kingdom other than the Relevant Persons. Anyone who receives the aforementioned documents and/or information must not distribute, forward or send them (either through the postal service, or using other national and international means of communication or commerce), in whole or in part, to the Other Countries or to persons residing, domiciled or currently located in the United Kingdom other than the Relevant Persons.

By selecting the “ACCEPT” button, you state and guarantee that you are not physically located and not a resident in the Excluded Countries, nor that you are resident, domiciled or currently located in the United Kingdom other than the Relevant Persons, and that you have read, understood and fully accepted and undertake to comply with all the limitations given above.