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Download Milione S.p.A. incorporated with limited liability as a società per azioni under the laws of the Republic of Italy with registered office at Viale Galileo Galilei, 30/1, 30173, Venezia (VE), Italy share capital equal to Euro 188,737.00, fully paid up Fiscal Code and VAT number No. 03411340262 registered with the Company's register of Venice under No. VE - 418330 The Legal Entity Identifier (LEI): 815600C3EF5B55209517 ADMISSION DOCUMENT dated 18 December 2018 for the admission to trading on ExtraMOT market - Professional Segment (ExtraMOT PRO) operated by Borsa Italiana S.p.A. of the €300,000,000 2.47 per cent. Senior Secured Bonds due 20 December 2026 (the "Bonds") issued by Milione S.p.A. ISIN code: XS1922522021 / Common code: 192252202 Issue Price: 100% Bonds are subject to, and have the benefit of: (i) an English law governed intercreditor agreement dated 20 December 2018, as amended and restated from time to time, entered into between, inter alios, the Issuer, Deutsche Bank AG, London Branch as security agent also acting in its capacity as representative (rappresentante) pursuant to Article 2414-bis, paragraph 3, of the Italian Civil Code (the "Security Agent"), Deutsche Trustee Company Limited as trustee (the "Trustee") and the other Secured Parties named therein (the "Intercreditor Agreement"); (ii) a pledge over the shares of the Issuer owned by Infra Hub S.r.l., Leone Infrastructure S.r.l. and Sviluppo 87 S.r.l. (collectively, the "Shareholders"), representing, in the aggregate, approximately 99.99 per cent. of the share capital of the Issuer, pursuant to a pledge agreement (governed by Italian law) dated 20 December 2018 between, inter alios, the Shareholders, the Trustee and the Security Agent (the "Issuer Share Pledge Agreement"); (iii) a pledge over each of the bank accounts of the Issuer and an assignment by way of security of the receivables of the Issuer arising from, or in connection with, the Intercompany Loan Agreements and the Hedging Documents pursuant to a security deed (governed by Italian law) dated 20 December 2018 between, inter alios, the Issuer, the Trustee and the Security Agent (the "Security Deed") (each term as therein defined); and (iv) a pledge over the shares of SAVE S.p.A. owned by the Issuer representing the 98.8% of the share capital of SAVE S.p.A. pursuant to a pledge agreement (governed by Italian law) dated 20 December 2018 between, inter alios, the Issuer, the Trustee and the Security Agent (the "SAVE Share Pledge Agreement" and together with the Issuer Share Pledge Agreement and the Security Deed, the "Collateral"). Pursuant to the Intercreditor Agreement, proceeds from the enforcement of the Collateral will be shared pro rata among the Secured Parties (as defined in the Intercreditor Agreement, including the holders of the Bonds) who have enforced their security interests pursuant to the Transaction Security Documents (as defined in the Terms and Conditions of the Bonds, see Condition 4(a) (Secured Property and Negative Pledge)). NEITHER CONSOB NOR BORSA ITALIANA S.P.A HAVE EXAMINED OR APPROVED THE CONTENT OF THIS ADMISSION DOCUMENT 227441-4-23312-v16.2 - 1 - 70-40687054 IMPORTANT NOTICES This admission document dated 18 December 2018 (the "Admission Document") contains important information and it should be read in its entirety, in conjunction with all information which is incorporated by reference in and forms part of this Admission Document. This Admission Document is made available at the registered office of Milione S.p.A. ("Milione" or the "Issuer"), at Via Galileo Galilei 30/1, 30173 Venice (VE) and on the website of Milione at the following link (www.milionespa.it). This Admission Document has been prepared exclusively in relation to the admission to trading on the professional segment of the ExtraMOT (the "ExtraMOT PRO"), managed by Borsa Italiana S.p.A. ("Borsa Italiana"), of the "€300,000,000 2.47 per cent. Senior Secured Bonds due 20 December 2026", ISIN code: XS1922522021 / Common code: 192252202 (the "Bonds") issued by Milione. This Admission Document has been drafted in accordance with the rules of the ExtraMOT PRO (the "Rules of ExtraMOT") and does not represent a prospectus pursuant to Legislative Decree No. 58 dated 24 February 1998 and to Regulation No. 11971 dated 14 May 1999, both as subsequently amended and supplemented (the "Financial Services Act" and "Regulation No. 11971", respectively). Neither this Admission Document nor the transactions described herein represent, or may be intended as representing, a public offering of financial instruments nor an admission to trading of financial instruments on a regulated market (mercato regolamentato) as defined in the Financial Services Act and in the Regulation No. 11971. Therefore, the Bonds are not subject to the Commission Regulation (EC) No. 809 dated 29 April 2004 implementing the Directive 2003/71/EC, as successively amended. This Admission Document is not a prospectus for the purposes of Directive 2003/71/EC, as amended or superseded, or with any other rule or regulation regarding the prospectus to be published for the offer or for the admission to trading of financial instruments (including Articles 94 et. seq. and 113 et. seq. of the Financial Services Act). Neither the Commissione Nazionale per le Società e la Borsa ("CONSOB") nor Borsa Italiana have examined or approved this Admission Document. English is the language used by Milione the purposes of this Admission Document, as well as for the purposes of any other document and/or information made available and/or to be made available to the investors pursuant to applicable laws and regulations and to the terms and conditions of the Notes. Certain legislative references and technical terms have been cited in their original language in order that the correct technical meaning may be ascribed to them under applicable law. The Bonds have not been and will not be registered under the United States Securities Act of 1933, as amended and securities legislations of other countries where it is unlawful to sell, transfer or deliver the Bonds, either directly or indirectly, in lack of exemptions or authorisations from the competent Authorities (the "Other Countries") and, accordingly, the Bonds may not be offered, sold or delivered within the United States and the Other Countries or to, or for the account or benefit of, U.S. persons or to those persons to whom they may not be sold, transferred or delivered pursuant to applicable laws. The distribution of this Admission Document and the offer, sale and delivery of the Bonds in certain jurisdictions may be restricted by law. Persons into whose possession this Admission Document (or any part of it) comes are required by the Issuer to inform themselves about, and to observe, any such restrictions. Neither this Admission Document nor any part of it constitutes an offer, or may be used for the purpose of an offer, to sell any of the Bonds, or a solicitation of an offer to buy any of the Bonds, by anyone in any jurisdiction or in any circumstances in which such offer or solicitation is not authorised or is unlawful. The Bonds may not be offered or sold directly or indirectly, and neither this Admission Document nor any other offering circular or any prospectus, form of application, advertisement, other offering material or other information relating to the Issuer or the Bonds may be issued, distributed or published in any country or jurisdiction, except under circumstances that will result in compliance with all applicable laws, orders, rules and regulations. In particular, the Bonds will not and may not be offered, sold or delivered in the Republic of Italy and copy of this Admission Document will not and may not be made available in the Republic of Italy nor any other offering material relating to the Bonds, other than to "qualified investors" ("investitori qualificati") as referred to in article 227441-4-23312-v16.2 - 2 - 70-40687054 100 of the Financial Services Act, as implemented by article 35, paragraph 1(d) of CONSOB Regulation No. 20307 of 15 February 2018, as amended, pursuant to article 34-ter, paragraph 1, letter (b) of Regulation No. 11971 and in accordance with any applicable Italian laws and regulations. PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive 2002/92/EC ("IMD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. MiFID II product governance / Professional investors and ECPs only target market – Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Bonds has led to the conclusion that: (i) the target market for the Bonds is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the Bonds to eligible counterparties and professional clients are appropriate.
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