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Up to EUR 3,500,000.00 7% Fixed Rate Bonds Due 6 April 2026 ISIN

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Up to EUR 3,500,000.00 7% Fixed Rate Bonds Due 6 April 2026 ISIN Up to EUR 3,500,000.00 7% Fixed Rate Bonds due 6 April 2026 ISIN IT0005440976 Terms and Conditions Executed by EPizza S.p.A. 4126-6190-7500.7 This Terms and Conditions are dated 6 April 2021. EPizza S.p.A., a company limited by shares incorporated in Italy as a società per azioni, whose registered office is at Piazza Castello n. 19, 20123 Milan, Italy, enrolled with the companies’ register of Milan-Monza-Brianza- Lodi under No. and fiscal code No. 08950850969, VAT No. 08950850969 (the “Issuer”). *** The issue of up to EUR 3,500,000.00 (three million and five hundred thousand /00) 7% (seven per cent.) fixed rate bonds due 6 April 2026 (the “Bonds”) was authorised by the Board of Directors of the Issuer, by exercising the powers conferred to it by the Articles (as defined below), through a resolution passed on 26 March 2021. The Bonds shall be issued and held subject to and with the benefit of the provisions of this Terms and Conditions. All such provisions shall be binding on the Issuer, the Bondholders (and their successors in title) and all Persons claiming through or under them and shall endure for the benefit of the Bondholders (and their successors in title). The Bondholders (and their successors in title) are deemed to have notice of all the provisions of this Terms and Conditions and the Articles. Copies of each of the Articles and this Terms and Conditions are available for inspection during normal business hours at the registered office for the time being of the Issuer being, as at the date of this Terms and Conditions, at Piazza Castello n. 19, 20123 Milan, Italy. The ISIN Code of the Bonds is ISIN IT0005440976 and the LEI Code is 8156004B32CA5D647D98. 1. Definitions and interpretation 1.1 Definitions The definitions above and below apply in the Terms and Conditions: - “Articles” means the articles of association of the Issuer, as amended or replaced from time to time; - “Bankruptcy Law” has the meaning set forth in Condition 10 (Events of Default); - “Bonds” has the meaning set forth in the Preamble; - “Bondholder” means the holder of a Bond; - “Business Day” means a day: (i) which is a TARGET Settlement Day; and (ii) on which commercial banks and exchange markets are open for business in Milan and Vienna (other than a Saturday, Sunday or public holiday); - “Calculation Agent” means Banca Finnat Euramerica S.p.A.; - “Call Date” has the meaning set forth in Condition 7.2 (Redemption at the Option of the Issuer); - “Call Option Exercise Notice” has the meaning set forth in Condition 7.2 (Redemption at the Option of 1 4126-6190-7500.7 the Issuer); - "Conditions" means this Terms and Conditions; - “Consob” means the Italian Companies and Exchange Commission (Commissione Nazionale per le Società e la Borsa); - “Early Repayment Request” has the meaning set forth in Condition 10 (Events of Default); - “EUR” means the single currency of the European Union as constituted by the Treaty on European Union and as referred to in the Economic and Monetary Union Legislation or any successor thereto; - “Event of Default” has the meaning set forth in Condition 10 (Events of Default); - “Subscription Period” has the meaning set forth in Condition 3 (Subscription); - “Indebtedness” means any present and future indebtedness (whether being principal, premium or interest) of any Person for or in respect of money borrowed or raised, including (without limitation) any indebtedness for or in respect of: (i) amounts raised by acceptance under any acceptance of a credit facility; (ii) amounts raised under any note purchase facility; (iii) the amount of any liability in respect of leases or hire purchase contracts which would, in accordance with applicable law and generally accepted accounting principles, be treated as finance or capital leases; - “Interest Payment Date” means each of the following dates: the 31 March, the 30 June, the 30 September and the 31 December of each year. The first Interest Payment Date will fall on the 30th of June 2021; - “Interest Period” means the period beginning on (and including) the Issue Date and ending on (but excluding) the first Interest Payment Date and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date; - “Issue Date” means 6 April 2021; - “Issue Price” means, in respect of each Bond, 100% (one hundred per cent.) of the Nominal Amount; - “Issuer” has the meaning set forth in the Preamble; - "Italian Civil Code" means the Italian Royal Decree no. 262 of 16 March 1942, as subsequently amended and integrated. - “Maturity Date” has the meaning set forth in Condition 7.1 (Redemption at Maturity); - “Maximum Aggregate Nominal Amount” (or also “Maximum Aggregate Face Amount”) means EUR 3,500,000.00 (three million and five hundred thousand/00); - “Monte Titoli” means Monte Titoli S.p.A., with its registered office in Milan, Piazza degli Affari, 6; - “Nominal Amount” means EUR 20,000.00 (twenty thousand/00); 2 4126-6190-7500.7 - “Bondholders’ Meeting” has the meaning set forth in Condition 16 (Meeting of the Bondholders); - “Permitted Security Interest” means: (i) any Security Interest arising by operation of law except for any Security Interest arising from a breach of mandatory provisions of law; (ii) any Security Interest existing as at the Issue Date; (iii) any Security Interest created in the ordinary course of business by the Issuer; (iv) any Security Interest over assets created in order to finance the purchase of the latter provided that the value of the assets subject to the Security Interest does not exceed the value of the purchased assets; (v) any Security Interest created in substitution for any existing Security Interest provided that (a) the principal amount created by the new Security Interest does not at any time exceed the principal amount secured by the then existing Security Interest and (b) the value of the assets over which the new Security Interest is created does not exceed the value of the assets over which the then existing Security Interest was created or subsisted; - “Person” means any individual, company, corporation, firm, partnership, joint venture, association, organization, state or agency of a state or other entity, whether or not having separate legal personality; - “Professional Investors” means the qualified investors, as defined by Article 2 of Regulation (EU) 2017/1129; - “Rate of Interest” has the meaning set forth in Condition 6 (Interest); - “Regulation on Centralised Management” means the regulation containing provisions on centralised management (Provvedimento unico sul post-trading della Consob e della Banca d’Italia del 13 agosto 2018 recante la disciplina delle controparti centrali, dei depositari centrali e dell’attività di gestione accentrata) adopted by the Bank of Italy and Consob with resolution dated 13 August 2018, as subsequently amended; - “Relevant Indebtedness” means any present or future Indebtedness which is in the form of, or represented by, any bond, note, debenture, debenture stock, loan stock, certificate or other instrument which is, or is capable of being, traded, quoted, listed or dealt in on any stock exchange or any over-the- counter or other securities market; - “Representative of the Bondholders” has the meaning set forth in Condition 16 (Meeting of the Bondholders); - “Security Interest” means any mortgage, charge, pledge, lien or other form of security interest, surety or other form of personal guarantees, including, without limitation, anything substantially analogous to any of the foregoing under the laws of any applicable jurisdiction; - “TARGET Settlement Day” means any day on which the TARGET System is open for the settlement of payments in EUR; 3 4126-6190-7500.7 - “TARGET System” means the Trans-European Automated Real-Time Gross Settlement Express Transfer payment system (TARGET2); - “Terms and Conditions” means the terms and conditions of the Bonds; - TUF” means the Legislative Decree number 58 of the 24th of February 1998 (Testo unico delle disposizioni in materia di intermediazione finanziaria), as amended and integrated from time to time; - “Vienna MTF” means the multilateral trading facility operated by Vienna Stock Exchange. 1.2 Interpretation The rules of interpretation below apply in this Terms and Conditions: - references to Conditions are to the Conditions of the Bonds; - any annexures or schedules to this Terms and Conditions form part of this Terms and Conditions and shall have effect as if set out in full in the body of this Terms and Conditions. Any reference to this Terms and Conditions includes any annexures or schedules; - a reference to this Terms and Conditions or to any other agreement or document referred to in this Terms and Conditions is a reference to this Terms and Conditions or such other agreement or document as varied or novated in accordance with their terms from time to time; - unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular and a reference to one gender shall include a reference to the other gender; - any words following the terms including, include, in particular, for example, inter alia, e.g. or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms; - a reference to a statute or statutory provision or to other regulatory provisions is a reference to them as amended, extended or re-enacted from time to time and shall include all subordinate legislation and implementing provisions made from time to time. - any obligation on a Person not to do something includes an obligation not to allow that thing to be done; - any Bond being outstanding means such Bonds as are in issue, not redeemed, not converted and not cancelled at the relevant time.
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