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

Ahli United K.S.C.P. announces Tender Offer for Ahli United Sukuk Limited’s U.S.$200,000,000 Tier 1 Capital Certificates (ISIN: XS1508651665).

General

7 June 2021 – Ahli United Bank K.S.C.P. (the “Offeror”) today announces an offer to holders of the outstanding U.S.$200,000,000 Tier 1 Capital Certificates (ISIN: XS1508651665) (the “Certificates”) issued by Ahli United Sukuk Limited (the “Issuer”) to tender for purchase for cash by the Offeror any and all of the Certificates (the “Tender Offer”). The Tender Offer is being made on the terms and subject to the conditions (including, but not limited to, the satisfaction or waiver of the New Financing Condition (as defined below)) contained in a tender offer memorandum dated 7 June 2021 (the “Tender Offer Memorandum”) prepared by the Offeror, and is subject to the offer and distribution restrictions set out below and as more fully described in the Tender Offer Memorandum.

Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from the Tender and Information Agent as set out below and, subject to eligibility confirmation and registration, from the Tender and Information Agent’s offer website (“Offer Website”) at: https://debtxportal.issuerservices.citigroup.com.

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

Overview of the Tender Offer

Tender Price (per U.S.$1,000 face Face Amount Amount Subject to amount of Series Outstanding Offer Certificates)1 Tier 1 Capital U.S.$200,000,000 Any and all U.S.$1,006.00 Certificates (ISIN: (the “Tender Price”) XS1508651665)

Issuance of New Certificates and New Financing Condition

The Offeror has also announced today the intention for Ahli United Perpetual Sukuk Ltd. to issue new U.S.$ Tier 1 Capital Certificates in an amount to be determined by the Offeror (the “New Certificates”). Whether the Offeror will accept for purchase any Certificates validly tendered in the Tender Offer and complete the Tender Offer is subject, without limitation, to the successful completion (in the sole determination of the Offeror) of the issue of the New Certificates (the “New Financing Condition”) (or waiver of the New Financing

1 In addition to the Tender Price, the Offeror will also pay holders of the Certificates (whose Certificates are accepted for purchase by the Offeror) on the Settlement Date an Accrued Periodic Distribution Amount.

1 Condition). Pricing of the issue of the New Certificates is expected to occur prior to the Expiration Deadline for the Tender Offer.

Any investment decision to purchase any New Certificates should be made solely on the basis of the information contained in the Prospectus, and no reliance is to be placed on any representations other than those contained in the Prospectus. Subject to compliance with all applicable securities laws and regulations, the Preliminary Prospectus is available from the Joint Lead Managers, on request.

Nothing in this announcement or the Tender Offer Memorandum constitutes an offer to sell or the solicitation of an offer to buy the New Certificates 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 Securities Act. The New Certificates 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 (as defined in Regulation S under the Securities Act).

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

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

The offer and sale of the New Certificates will be subject to the selling restrictions specified in the Prospectus.

Rationale for the Tender Offer

The Offeror is undertaking the Tender Offer to manage the refinancing of the Offeror’s additional tier 1 capital in conjunction with the issue of the New Certificates. It is intended that Certificates purchased by the Offeror pursuant to the Tender Offer will be cancelled by the Offeror and will not be reissued or resold. The Offeror intends thereby to optimise the profile of its financings and its distribution to depositors.

Details of the Tender Offer

Tender Price

Each Certificateholder who submits a valid Tender Instruction for the Certificates which is received by the Tender and Information Agent at or prior to the Expiration Deadline and whose Certificates are accepted for purchase in the Tender Offer will receive on the Settlement Date a tender price of U.S.$1,006.00 per U.S.$1,000 in face amount of such Certificates.

Accrued Periodic Distribution Amounts

On the Settlement Date, the Offeror will also pay an amount in cash (rounded to the nearest U.S.$0.01 with half of U.S.$0.01 rounded upwards) equal to the Periodic Distribution Amounts accrued and unpaid on the Certificates accepted by it for purchase in the Tender Offer from (and including) the immediately preceding Periodic Distribution Date to (but excluding) the Settlement Date.

Priority Allocation in the New Certificates

When considering allocations of New Certificates, the Offeror, among other factors, intends to look favourably upon those Certificateholders who have, prior to the allocation of the New Certificates, validly tendered or

2 indicated their firm intention to the Offeror or the Joint Dealer Managers to tender Certificates for purchase in the Tender Offer.

Accordingly, if a Certificateholder submits a bid for New Certificates to one of the Joint Lead Managers (who are also acting as a Joint Dealer Manager) in accordance with the standard new issue procedures of such Joint Lead Manager, the Offeror may, in its sole and absolute discretion, accord such Certificateholder’s bid priority in the allocation of the New Certificates (“Preferential Allocation”). However, neither the Offeror, the New Issuer nor the Joint Lead Managers is/are obligated to allocate New Certificates or any particular quantity of New Certificates to a Certificateholder that has validly tendered or indicated its firm intention to tender Certificates in the Tender Offer. In order for Certificateholders to be considered for a Preferential Allocation, eligible Certificateholders must contact any of the Joint Dealer Managers using the contact details as set out below. As the New Certificates are expected to price before the expiration of the Tender Offer, Certificateholders who wish to obtain a Preferential Allocation should submit a valid Tender Instruction or indicate their firm intention to tender to the Offeror or the Joint Dealer Managers as soon as possible and submit a bid for the New Certificates, which should be in the form of a separate application to the Joint Lead Managers in accordance with the standard new issue procedures of such Joint Lead Manager.

Tender Instructions

In order to participate in, and be eligible to receive the Tender Price and the Accrued Periodic Distribution Amount pursuant to the Tender Offer, Certificateholders must validly tender their Certificates for purchase by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender and Information Agent by the Expiration Deadline, unless the Tender Offer is extended, re-opened, amended and/or terminated as provided in the Tender Offer Memorandum.

Certificateholders are advised to check with any bank, securities broker or other intermediary through which they hold Certificates when such intermediary would need to receive instructions from a Certificateholder in order for that Certificateholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Tender Offer by the deadlines specified in the Tender Offer Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission and revocation of Tender Instructions will be earlier than the relevant deadlines specified in the Tender Offer Memorandum.

Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.

Certificates in respect of which a valid Tender Instruction is submitted will not be capable of being transferred until the earlier of (i) the date on which, in the limited circumstances in which revocation of a Tender Instruction is permitted, such Tender Instruction is revoked (including their automatic revocation on the termination of the Tender Offer) and (ii) the time of settlement on the Settlement Date.

Settlement

If the Tender Offer is not extended or re-opened or terminated by the Offeror, the Offeror expects to announce its decision of whether to accept valid tenders of Certificates for purchase in the Tender Offer, and the aggregate face amount of the Certificates so accepted, on 15 June 2021.

The Settlement Date for the Tender Offer is expected to be on or around 17 June 2021. All purchases pursuant to the Tender Offer will settle through the normal procedures of Euroclear and Clearstream, Luxembourg. On the Settlement Date, the Offeror shall pay or procure the payment of, to each Certificateholder who has validly submitted a Tender Instruction which is received by the Tender and Information Agent by the Expiration Deadline, in relation to any Certificates of such Certificateholder which are accepted for purchase by the Offeror an amount in cash equal to the Tender Consideration in respect of such Certificates. Payment of the Tender

3 Consideration by or on behalf of the Offeror to the relevant Clearing System shall fully and finally discharge its obligations to the Certificateholders in respect of the Certificates validly tendered and delivered and accepted for purchase by the Offeror pursuant to the Tender Offer.

Expected Timetable of Events

The following sets out the expected times and dates of the key events relating to the Tender Offer. The times and dates below are indicative only. This timetable is subject to change and the times and dates may (subject to applicable law) be extended, re-opened or amended by the Offeror, or the Tender Offer terminated, in each case in accordance with the terms of the Tender Offer as described in the Tender Offer Memorandum. Accordingly, the actual timetable may differ significantly from the timetable below.

Event Time and Date Description

Launch ...... 7 June 2021 Tender Offer announced on the websites of Euronext Dublin and Nasdaq and as set out below. Tender Offer Memorandum available (subject to the offer and distribution restrictions set out in the Tender Offer Memorandum) on the Offer Website and from the Tender and Information Agent. Expiration Deadline ...... 4:00 p.m., London time, on Cut-off time for receipt by the Tender 14 June 2021, unless extended and Information Agent of valid Tender Instructions for Certificateholders to be eligible to participate in the Tender Offer and receive the Tender Consideration for their Certificates accepted for purchase. Announcement of Results On or about 15 June 2021 Announcement of results (subject to of the Tender Offer ...... satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date) of the Tender Offer will be delivered by the Offeror to (i) the Clearing Systems for communication to Direct Participants, and (ii) Euronext Dublin, and Nasdaq Dubai. Settlement Date/Payment On or about 17 June 2021 Subject to satisfaction (or waiver) of of the Tender Consideration the New Financing Condition on or prior to such date, expected Settlement Date for the Tender Offer; the Offeror will pay the Tender Consideration, including the Accrued Periodic

4 Event Time and Date Description Distribution Amount, to each Certificateholder whose Certificates were accepted for purchase.

Announcements

Unless stated otherwise, announcements will be made by the Offeror (i) by the delivery of notices to the Clearing Systems for communication to Direct Participants, (ii) by publication on the websites of Euronext Dublin and Nasdaq Dubai, (iii) by publication on the Offer Website and (iv) as otherwise required under relevant laws or regulations. Significant delays may be experienced in respect of notices delivered to the Clearing Systems and Certificateholders are urged to contact the Tender and Information Agent for the relevant announcements during the course of the Tender Offer, the contact details for which are set out below.

Citigroup Global Markets Limited, HSBC Bank plc and Standard Chartered Bank are acting as Joint Dealer Managers for the Tender Offer and Citibank, N.A., London Branch is acting as Tender and Information Agent.

Questions with respect to the terms of the Tender Offer should be directed to the Joint Dealer Managers at their contact details set forth below.

JOINT DEALER MANAGERS

Citigroup Global Markets Limited HSBC Bank plc Standard Chartered Bank Citigroup Centre 8 Canada Square 7th Floor Building One, Gate Precinct Canada Square London E14 5HQ Dubai International Financial Centre Canary Wharf United Kingdom P.O. Box 999 London E14 5LB Dubai United Kingdom

Tel: +44 20 7986 8969 Tel: +44 20 7992 6237 Tel: +65 6596 8807 (Singapore) +44 20 7885 8888 (London)

Email: Email: [email protected] Email: [email protected] [email protected]

Requests for copies of the Tender Offer Memorandum and other related documents, as well as for assistance in delivering the Tender Instructions, should be directed to the Tender and Information Agent at its contact details set forth below.

5 TENDER AND INFORMATION AGENT

Citibank, N.A., London Branch Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom

Tel: +44 20 7508 3867

Email: [email protected]

Offer Website: https://debtxportal.issuerservices.citigroup.com

This announcement is released by Ahli United Bank K.S.C.P. and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (“MAR”), encompassing information relating to the Tender Offer described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Amgad Younes - Senior General Manager – Finance.

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Tender Offer. If any Certificateholder is in any doubt as to the action it should take, it is recommended to seek its own financial, legal and Shari’a advice, including in respect of any financial, accounting and tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax, legal or Shari’a adviser. Any individual or company whose Certificates are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender such Certificates pursuant to the Tender Offer.

None of the Joint Dealer Managers, the Tender and Information Agent or any of their respective directors, officers, employees, agents, advisers or affiliates assumes any responsibility for (i) the accuracy or completeness of the information concerning the Tender Offer, the Offeror, the Issuer, the Certificates or the New Certificates contained in this announcement or in the Tender Offer Memorandum or for any failure by the Offeror to disclose events that may have occurred or may affect the significance or accuracy of such information; or (ii) any acts or omissions of the Issuer, the Offeror or any other person in connection with this announcement, the Tender Offer Memorandum, the Tender Offer, the Certificates or the New Certificates.

The Joint Dealer Managers are acting exclusively for the Offeror and no one else in connection with the arrangements described in this announcement and the Tender Offer Memorandum and will not be responsible to any Certificateholder for providing the protections which would be afforded to customers of the Joint Dealer Managers or for advising any other person in connection with the Tender Offer.

None of the Offeror, the Issuer, the Joint Dealer Managers, the Tender and Information Agent, or any director, officer, employee, agent, adviser or affiliate of any such person, is acting for any Certificateholder, or will be responsible to any Certificateholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Tender Offer, and accordingly none of the Offeror, the Issuer, the Joint Dealer Managers, the Tender and Information Agent, or any director, officer, employee, agent, adviser or affiliate of any such person has made or will make any assessment of the merits and risks of the Tender Offer or of the impact of the Tender Offer on the interests of the Certificateholders either as a class or as individuals, and none of them makes any recommendation as to whether Certificateholders should tender Certificates in the Tender Offer.

None of the Offeror, the Issuer, the Joint Dealer Managers, the Tender and Information Agent, or any director, officer, employee, agent, adviser or affiliate of any such person, is providing Certificateholders with any tax, accounting, financial, legal or Shari’a advice regarding the suitability to Certificateholders of the tax, accounting, financial, legal or Shari’a consequences of participating in the Tender Offer, including (if applicable) any disposal of Certificates and any investment in any New Certificates. Certificateholders should consult their own tax, accounting, financial, legal and Shari’a advisers regarding the suitability to

6 themselves of the tax, accounting, financial, legal or Shari’a consequences of participating in the Tender Offer, including (if applicable) any disposal of Certificates and any investment in any New Certificates.

OFFER AND DISTRIBUTION RESTRICTIONS

This announcement and the Tender Offer Memorandum do not constitute an invitation to participate in the Tender Offer in any jurisdiction in which, or to or from 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 come are required by each of the Offeror, the Issuer, the Joint Dealer Managers and the Tender and Information Agent to inform themselves about, and to observe, any such restrictions.

No action has been or will be taken in any jurisdiction by any person in relation to the New Certificates that would permit a public offering of securities and the minimum denomination of the New Certificates will be U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof.

United States

The Tender Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mail 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 or to, or for the account or benefit of, any U.S. Person. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Certificates may not be tendered in the Tender Offer 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 Securities Act. Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer 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, or for the account or benefit of, any U.S. Person. Any purported tender of Certificates in the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Certificates made by, or by any person acting for the account or benefit of, a person located in the United States, a U.S. Person 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. Each Certificateholder participating in the Tender Offer will represent that it is not a U.S. Person, it is not located in the United States and it is not participating in the Tender Offer 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 Tender Offer from the United States and it is not a U.S. Person. For the purposes of this and the above paragraph, “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.

The New Certificates have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except in certain transactions exempt from the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S. The New Certificates will be offered and sold outside the United States to non-U.S. persons in reliance on Regulation S.

United Kingdom

The communication of this announcement and the Tender Offer Memorandum by the Offeror and any other documents or materials relating to the Tender Offer is 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 and Markets Act 2000 (the “FSMA”). 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 is exempt from the restriction on financial promotions under section 21(1) of the FSMA on the basis that it is only directed at and may be communicated to: (1) persons who have professional experience in matters relating to investments, being investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”)), (2) persons who fall within Article 49 of the Financial Promotion Order (“high net worth companies, unincorporated associations etc.”); or (3) any other

7 persons to whom these documents and/or materials may lawfully be communicated. Any investment or investment activity to which this announcement and the Tender Offer Memorandum relates is available only to such persons or will be engaged only with such persons and other persons should not rely on it.

France

This announcement and the Tender Offer Memorandum and any other offering material relating to the Tender Offer may not be distributed in the Republic of France except to qualified investors (investisseurs qualifiés) as defined in Article 2(e) of Regulation (EU) 2017/1129. This announcement and the Tender Offer Memorandum have not been submitted for clearance to the Autorité des marchés financiers.

Kingdom of

This announcement and the Tender Offer Memorandum do not constitute an offer of securities in the Kingdom of Bahrain in terms of Article (81) of the and Financial Institutions Law 2006 (decree Law No. 64 of 2006) nor an offer under Module TMA (Take-overs, Mergers and Acquisitions) of Volume 6 of the Rulebook issued by the Central Bank of Bahrain. This announcement, the Tender Offer Memorandum and related offering documents have not been and will not be filed nor registered as a prospectus with the Central Bank of Bahrain. Accordingly, no Certificates can be tendered for purchase by, nor will this announcement, the Tender Offer Memorandum or any other related document or material be used in connection with any offer, sale or invitation to tender Certificates, whether directly or indirectly, to persons in the Kingdom of Bahrain, other than in compliance with Bahraini law.

United Arab Emirates (excluding the Dubai International Financial Centre)

The Tender Offer is not being made and will not be publicly promoted or advertised in the United Arab Emirates other than in compliance with any laws applicable in the United Arab Emirates governing the issue, offering and sale of securities.

Dubai International Financial Centre

The Tender Offer is not being made and may not be made to any person in the Dubai International Financial Centre unless such offer is: (a) an “Exempt Offer” in accordance with the Markets Rules (MKT) Module of the Dubai Financial Services Authority rulebook (the “DFSA Rulebook”); and (b) made only to persons who meet the “Professional Client” criteria set out in Rule 2.3.3 of the Conduct of Business Module of the DFSA Rulebook.

Kingdom of Saudi Arabia

The communication of this announcement and the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer are only being made and the Tender Offer will only be made or advertised in the Kingdom of Saudi Arabia, (i) to persons who have confirmed that they are “sophisticated investors” (as defined in Article 9 of the “Rules on the Offer of Securities and Continuing Obligations” as issued by the Board of the Capital Market Authority (the “CMA”) resolution number 3-123-2017 dated 27 December 2017 (as amended, the “KSA Regulations”)); or (ii) by way of a limited offer under Article 10 or, as otherwise required or permitted by, the KSA Regulations. This announcement, the Tender Offer Memorandum and the Tender Offer shall not therefore constitute a “public offer”, “exempt offer” or a “parallel market offer” pursuant to the KSA Regulations.

This announcement, the Tender Offer Memorandum and the Tender Offer are subject to restrictions on secondary market activity under the KSA Regulations. Accordingly any Saudi investor who has acquired Certificates pursuant to a private placement under the KSA Regulations may not offer or sell those Certificates to any person unless the offer or sale is made in compliance with the restrictions on secondary market activity under the KSA Regulations.

State of

This announcement and the Tender Offer Memorandum are private, solely addressed to the Certificateholders, confidential and are neither intended nor approved for general circulation in the State of Kuwait. The Tender Offer does not constitute, and shall not be interpreted in any circumstance as, an offer or invitation to subscribe for, or purchase, any Certificates (regardless of nomenclature or type) in the State of Kuwait. The Tender Offer shall not constitute, and shall not be interpreted in any circumstance as, an issuance or an offering of “Securities” (as defined in Law No. 7 of 2010 Concerning the Establishment of the

8 Capital Markets Authority and Regulating of Securities Activities and its executive bylaws, each as amended (the “CML Rules”)) by the Offeror, the Issuer or the New Issuer and any invitation to subscribe in the New Certificates made onshore to prospective investors in the State of Kuwait shall be subject to the terms and conditions of the Prospectus and, where applicable, after having obtained the requisite regulatory approvals.

The Joint Dealer Managers, their agents and representatives have not been registered, licensed, or authorised to market, offer or sell securities in the State of Kuwait where it is unlawful to make such an offer or invitation without compliance with the registration, licensing or other legal requirements mandated by the CML Rules. While the Tender Offer does not specifically target persons in the State of Kuwait, this announcement, the Tender Offer Memorandum and any other documents or materials in relation thereto shall only be deemed available to persons in the State of Kuwait on a cross-border/offshore basis. Interested Certificateholders in the State of Kuwait who approach the Joint Dealer Managers, their agents and representatives acknowledge the restrictions under the CML Rules. No services relating to the Tender Offer, including the receipt of applications and/or the allotment of interests (regardless of nomenclature or type) shall be considered to have been rendered within the State of Kuwait by the Joint Dealer Managers, their agents and representatives.

The participation in the Tender Offer as contemplated in this announcement and the Tender Offer Memorandum by investors in the State of Kuwait is not governed by the laws of the State of Kuwait as all the related contractual instruments will be entered into, or deemed to have been entered into, outside the jurisdiction of the State of Kuwait. Investors from the State of Kuwait shall be precluded from the disclosure or distribution of any materials or information in relation to this announcement and the Tender Offer Memorandum to any other person in the State of Kuwait.

Italy

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

The Tender Offer is being carried out in the Republic of 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 3 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.

Certificateholders or beneficial owners of the Certificates that are located in Italy can tender some or all of their Certificates pursuant to the Tender Offer through authorised persons (such as investment firms, or financial intermediaries permitted to conduct such activities in the Republic of 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-à-vis its clients in connection with the Certificates or the Tender Offer.

General

Neither this announcement or the Tender Offer Memorandum nor the electronic transmission thereof constitutes an offer to sell or buy or a solicitation of an offer to sell or buy the Certificates and tenders of Certificates for purchase by the Offeror for cash pursuant to the Tender Offer will not be accepted from Certificateholders in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer and the Joint Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender Offer shall be deemed to be made by such Joint Dealer Manager or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.

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

In addition to the representations referred to above in respect of the United States, each holder of Certificates participating in the Tender Offer will also be deemed to give certain other representations as set out in the Tender Offer Memorandum generally and in respect of other jurisdictions referred to above. Any offer of Certificates for purchase pursuant to the Tender Offer from a Certificateholder that is unable to make these representations will not be accepted. Each of the Offeror, the Issuer, the Joint Dealer Managers and the Tender and Information Agent reserves the right, in its absolute discretion, to investigate, in relation to any

9 tender of Certificates for purchase pursuant to the Tender Offer, whether any such representation given by a Certificateholder is correct and, if such investigation is undertaken and as a result the Offeror, the Issuer, the Joint Dealer Managers or the Tender and Information Agent determines (for any reason) that such representation is not correct, such tender shall not be accepted.

Holders of the Certificates must comply in all respects with all laws that apply to them and must obtain any consents or approvals required of them in order to tender any of their Certificates in the Tender Offer. None of the Offeror, the Joint Dealer Managers or the Tender and Information Agent is responsible for Certificateholders’ compliance with such laws and requirements.

The Offeror is not under any obligation to accept any tender of Certificates for purchase pursuant to the Tender Offer. Tenders of Certificates for purchase may be rejected in the sole discretion of the Offeror for any reason, and the Offeror is not under any obligation to Certificateholders to furnish any reason or justification for refusing to accept a tender of Certificates for purchase. For example, tenders of Certificates for purchase may be rejected if the Tender Offer is terminated, if the New Financing Condition is not satisfied (or waived), if the Tender Offer does not comply with the relevant requirements of a particular jurisdiction or for any other reason.

10