IPO

IPO

IPO TEAM

Nominated Adviser & Global Coordinator: Advance SIM S.p.A. – www.advancesim.it
Auditing firm: BDO Italia S.p.A. – www.bdo.it
Legal counsel: Grimaldi Studio Legale – www.grimaldilex.com

In order to access this section of the website, users should read and accept the information below, which the reader should consider carefully before reading, accessing, or otherwise using the information provided below. By accessing this section of the website, you agree to be subject to the terms and conditions below, which may be changed or updated (and, for that reason, should be read in full each time you access it).

The Admission Document published in this section of the website was prepared in accordance with the AIM Italia / Alternative Capital Market (“AIM Issuer Regulation”) Issuer Regulation for the purpose of admission to trading of the ordinary shares of SG Company Società Benefit S.p.A. on that multilateral trading system, organized and managed by Borsa Italiana S.p.A..

The Admission Document and the transaction described therein do not constitute an offer of financial instruments to the public or an admission of financial instruments to a regulated market, as specified by Legislative Decree no. 58 of 24 February 1998 (“TUF”), CONSOB Regulation no. 11971 of 14 May 1999 (“Issuer Regulation”), as subsequently amended and supplemented, and the equivalent legal and regulatory provisions applicable abroad. As a result, a prospectus in accordance with the formats envisaged in Regulation 809/2004/EC, except as required by the AIM Issuer Regulation, needs not to be prepared. The Admission Document does not, therefore, constitute a prospectus and its publication needs no authorization by CONSOB pursuant to Directive 2003/71/EC or any other rule or regulation governing the preparation and publication of prospectuses pursuant to Articles 94 and 113 of the TUF, including the Issuer Regulation, as subsequently amended and supplemented.

This section of the website, the Admission Document and any other information contained in the following pages are accessible only by persons who: (i) are residents in Italy and are not domiciled or otherwise currently located in the United States of America, Australia, Japan, Canada, as well as in any other country in which the dissemination of the Admission Document and/or such information requires approval from the competent local Authorities or is in violation of local rules or regulations (“Other Countries”) and (ii) are not “U.S. Person” as that term is defined in Regulation S of the United States Securities Act of 1933, as subsequently amended and supplemented, nor are they persons acting on their behalf or for their benefit without the existence of a special registration or specific exemption to registration provided under the United States Securities Act and applicable law.

“U.S. Persons” in the above sense are precluded from accessing this section of the website, from 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 is it permitted to disseminate, directly or through third parties, the Admission Document and any other information contained in this section of the website to persons in the conditions set forth in (i) and (ii) above and, in particular, in the United States, Australia, Japan, Canada, or the Other Countries.

The information contained in this website (or in any other website with which this website may have hyperlinks) does not constitute an offer, invitation to offer or promotional activity in relation to actions toward any citizen or entity residing in Canada, Australia, Japan or the United States of America or in any Other Country in which such acts are not permitted in the absence of specific exemptions or authorizations from the competent authorities. The shares are not and will not be subject to registration 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, within the meaning stated above, in the absence of such registration or express exemption from such compliance or in Other Countries where the offering of shares is restricted under applicable law.

Regulation S of the United States Securities Act of 1933, as subsequently amended and supplemented, defines as a “U.S. Person”: (a) any natural person resident in the United States; (b) “partnerships” and “corporations” formed and organized under the laws in force in the United States; (c) any estate whose directors or managers are a “U.S. Person”; (d) trusts whose trustee is a “U.S. Person”; (e) any agency, branch, or subsidiary of a person located in the United States; (f) accounts of a non-discretionary nature (“non-discretionary accounts”); (g) other similar accounts (other than estates or trusts), managed or administered on a fiduciary basis on behalf of or for the benefit of a “U.S. Person”; (h) “partnerships” and “corporations” if (i) formed and organized under the laws of any foreign jurisdiction and (ii) formed by a “U.S. Person” principally for the purpose of investing in securities not registered under the United States Securities Act of 1933, as subsequently amended, 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, estates or trusts. In order to access this section of the 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 that I am not currently domiciled or 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 subsequently amended.