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;

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- “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.

2. Form, Denomination, Registration, Title and Transfer of Bonds

2.1 Form and Denomination

The Bonds are issued in the Maximum Aggregate Face Amount and are denominated in EUR.

The Issuer cannot issue Bonds for more than the Maximum Aggregate Nominal Amount. The minimum amount of Bonds that may be issued to any Bondholder is equal to the Nominal Amount but, subject to the Maximum Aggregate Nominal Amount, there is no maximum Nominal Amount of Bonds that can be issued to a single Bondholder. Bonds may only be issued in multiples of the Nominal Amount. 4 4126-6190-7500.7

The minimum tradable amount is equal to the Nominal Amount (i.e. EUR 20,000.00 (twenty thousand/00)), and orders can be executed and settled only for the Nominal Amount or multiple thereof.

2.2 Registration and Title

The Bonds will be admitted to the clearing system with Monte Titoli and issued in bearer form (al portatore) on a dematerialised basis pursuant to Chapter IV, Title II-bis, Part III of the TUF and the Regulation on Centralised Management. Therefore, in accordance with the aforementioned provisions, each transaction regarding the Bonds (including transfers and the creation of liens) as well as the relevant rights may be performed exclusively in accordance with provisions of Article 82 et seq. of the TUF. Without prejudice to the right of the Bondholders to request the certification pursuant to Article 83-quinquies of the TUF, the Bondholders shall not request the delivery of physical certificates representing the Bonds.

2.3 Transfer of Bonds

The subscription of the Bonds is exclusively reserved to Professional Investors and, in the event of subsequent transfer of the Bonds, it is only allowed to Professional Investors.

The Bonds are issued in exemption to the obligation to publish a prospectus pursuant to Article 100 of the TUF and Article 34-ter of the regulation adopted by Consob with resolution dated 14 May 1999 no. 11971, as subsequently amended and modified.

The Bonds have not been, and shall not be, registered pursuant to (i) the U.S. Securities Act of 1933 (as amended) or (ii) the laws and regulations applicable in Canada, Australia, Japan or in any other State where the sale and/or subscription of the Bonds is not permitted by the competent authorities. The subsequent sale, transfer, delivery, distribution of the Bonds shall only occur (a) within the limits in which it is expressly allowed by the laws and regulations applicable in the States where the above-mentioned activities are intended to take place; or (b) when the laws and regulations applicable in those States provide for specific exemptions that allow the sale and transfer of the Bonds.

Moreover, the transfer or sale of the Bonds shall only occur in compliance with all applicable laws and regulations, including the provisions relating to anti-money laundering pursuant to the Italian Legislative Decree 231/2007, as subsequently amended and modified.

Subscriptions and transfers of Bonds in breach of the provisions above shall be ineffective vis-à-vis the Issuer and, in particular, Condition 2.4 (Effectiveness of transfers and payment obligations) shall apply.

2.4 Effectiveness of transfers and payment obligations

Where this Condition 2.4 (Effectiveness of transfers and payment obligations) applies, the obligation of the Issuer to (i) redeem in cash the relevant Bonds on the Maturity Date or the Call Date (as the case may be); (ii) pay any amount under Condition 10 (Events of Default); and (iii) pay the Interest on any Interest Payment Date (or any other due date), shall be construed so that any transfer which is provided hereunder not to be effective vis-à-vis the Issuer shall be ignored and any monies to be paid shall be paid to the transferor (and not the transferee) and the transferor and transferee of the Bonds will hold the Issuer harmless in all respects in relation to the said Bonds’ transfers and in relation to the said payment of monies.

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For the avoidance of doubt, redemptions and/or payments carried out by the Issuer in compliance with this Condition 2.4 (Effectiveness of transfers and payment obligations) shall never constitute, and cannot be deemed to constitute, an Event of Default.

3. Subscription

The Bonds may be subscribed during the subscription period from the Issue Date to 31 December 2021 (the “Subscription Period”) at the Issue Price by Professional Investors only.

Upon subscription of Bonds for an amount equal to the Maximum Aggregate Nominal Amount, the Subscription Period shall be deemed immediately terminated. Notice thereof shall be rendered pursuant to Condition 15 (Notices).

The Issuer may decide to reduce the Maximum Aggregate Nominal Amount by giving prompt notice thereof pursuant to Condition 15 (Notices).

In case the Bonds are not subscribed up to the Maximum Aggregate Nominal Amount by the end of the Subscription Period, the subscription amount shall be intended to refer to the Bonds that have actually been subscribed.

4. Status

The Bonds constitute direct, general and unconditional obligations of the Issuer which will at all times rank pari passu without any preference among themselves and at least pari passu with all other present and future unsubordinated obligations of the Issuer, save for such obligations as may be preferred by provisions of law that are both mandatory and of general application, and shall be freely transferable in accordance with and subject to Conditions 2 (Form, Denomination, Registration, Title and Transfer of Bonds) and 3 (Subscription).

The Bonds are not, and shall not be, convertible into shares or in equity instruments of the Issuer nor of any other company. Therefore, the Bondholders will not be given any right to directly and/or indirectly participate in the Issuer’s management or to control the management of the Issuer or of any other company.

5. Negative pledge

So long as any Bond remains outstanding, the Issuer shall not, (i) create or permit to subsist any Security Interest (other than a Permitted Security Interest) upon the whole or any part of the relevant present or future undertaking, assets or revenues (including uncalled capital) and/or (ii) collateralize the relevant tangible or intangible assets, credits or equity interests, to secure (a) any Relevant Indebtedness or (b) any guarantee and/or indemnity in relation to any Relevant Indebtedness, without (1) at the same time or prior thereto securing the Bonds equally and rateably therewith or (2) providing such other security for the Bonds as may be approved by the Bondholders’ Meeting.

6. Interest

The Bonds bear interest from, and including, the Issue Date at the fixed gross annual rate of interest of 7 per cent. (seven per cent.) (the “Rate of Interest”) – calculated by the Calculation Agent by reference to the Nominal Amount of the Bonds then outstanding – and payable quarterly in arrears on each Interest Payment

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Date. The first Interest Payment Date will fall on 30 June 2021.

Interest payments shall be calculated on an Actual/Actual (ICMA) basis and the amount of interest payable for each Bond in respect of any period which is shorter than an Interest Period shall be calculated on the basis of the number of days in the relevant period from (and including) the first day of such period to (but excluding) the last day of such period divided by the product of the number of days from (and including) the immediately preceding Interest Payment Date (or, if none, the Issue Date) to (but excluding) the next Interest Payment Date and the number of Interest Periods normally ending in any year.

Each Bond will cease to bear interest where such Bond is redeemed or repaid pursuant to Conditions 7 (Redemption and Purchase) or 10 (Events of Default) from the due date for redemption or repayment (which, for the avoidance of doubt, may also be the Maturity Date), unless payment of any sum due is improperly withheld or refused, in which case it will continue to bear interest at such Rate of Interest (both before and after a judgement) until the day (included) on which all sums due in respect of such Bond up to that day are received by or on behalf of the relevant Bondholder.

7. Redemption and Purchase

7.1 Redemption at Maturity

Unless previously redeemed, purchased and cancelled, in whole or in part, as herein provided, the Bonds will be redeemed in cash at 100% (one hundred per cent.) of their Nominal Amount on 6 April 2026 (the “Maturity Date”).

7.2 Redemption at the Option of the Issuer

The Bonds may be redeemed early (in whole or in part) at the option of the Issuer on any Business Day starting from the 8th (eighth) Interest Payment Date (i.e. 31 March 2023) (included), by (i) giving at least a 10 (ten) Business Day prior written notice (the “Call Option Exercise Notice”) to Bondholders in accordance with Condition 15 (Notices) and (ii) promptly notifying the Vienna MTF and Monte Titoli. The Call Option Exercise Notice and the instructions shall specify the intended early redemption date (the “Call Date”) and the aggregate total Nominal Amount of Bonds to be early redeemed.

Each Bond subject of the Call Option Exercise Notice shall be redeemed, on the Call Date, in cash at 101% (one hundred and one percent) of the Nominal Amount then outstanding together with interest accrued up to (but excluding) the Call Date.

7.3 No other redemption

The Issuer shall not be entitled to redeem the Bonds otherwise than as provided in Conditions 7.1 (Redemption at Maturity) and 7.2 (Redemption at the Option of the Issuer) above.

7.4 Purchase of Bonds

The Issuer may at any time purchase Bonds in the open market or otherwise and at any price. Such Bonds may be held, resold or reissued or at the option of the Issuer (and to the extent applicable) cancelled.

7.5 Cancellation

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All Bonds so redeemed shall be cancelled and may not be reissued or resold and the obligations of the Issuer in respect of any such Bonds shall be discharged.

8. Payments

8.1 Principal and Interest

Subject always to Condition 2.4 (Effectiveness of transfers and payment obligations), payment of principal amount and interest in respect of a Bond will be made to the Persons in whose name such Bond is registered as at the close of business on the 7th (seventh) Business Day prior to the relevant due date for the relevant payment.

Payment of principal amount and interest in respect of the Bonds shall be made in EUR by direct credit or bank transfer to the EUR bank account (or other account to which EUR may be credited or transferred), maintained with a bank in a city in which banks have access to the TARGET System and nominated by the relevant Bondholder or, in the case of joint registered holders, by the one in whose name such Bond is first- registered, or to such Person or Persons as the registered holder or all the joint registered holders may in writing direct. A direct credit or bank transfer to the relevant account shall be good discharge to the Issuer.

If more than 1 (one) Person is registered as joint holders of any Bond then, the receipt of anyone of such holders of any moneys payable on or in respect of the Bond shall be as effective a discharge to the Issuer or other Person making the payment as if the Person receiving the payment were the sole registered holder of such Bond.

Each Bondholder has to promptly provide the Issuer with specific payment instructions in this regard.

8.2 Payments subject to laws

All payments in respect of the Bonds are subject in all cases to any applicable fiscal or other laws and regulations, but without prejudice to the provisions of Condition 9 (Taxation).

8.3 Payments on Business Days

A payment in respect of the Bonds may only be made on a day which is a Business Day. If a payment would otherwise fall due on a day which is not a Business Day, the due date for payment shall be the next Business Day. No further interest or other payments will be made as a consequence of payment being extended to such Business Day.

8.4 Fractions

When making payments to the Bondholders, if the relevant payment is not of an amount which is a whole multiple of the smallest unit of the relevant currency in which such payment is to be made, such payment will be rounded upwards to the nearest unit.

9. Taxation

The Bondholders are responsible for taxes and fees, both present and future, which are applicable by law to the Bonds, and/or the relevant interest or other proceeds; no additional payment shall be borne by the Issuer. 8 4126-6190-7500.7

The Bondholders are required to consult with their own tax consultants with respect to the tax regime applicable in Italy in relation to the subscription, holding and transfer of the Bonds.

10. Events of Default

If any of the following events occurs (each an “Event of Default” and, together, the “Events of Default”), then any Bond may, by written notice addressed by the Bondholder thereof (or by the Representative of the Bondholders, if appointed) to the Issuer, be declared immediately due and payable, whereupon it shall become immediately due and payable at its outstanding Nominal Amount together with accrued interest without further action or formality (“Early Repayment Request”).

In case of more than one Bondholder, an Early Repayment Request can be sent to the Issuer exclusively following a resolution of the Bondholders’ Meeting, convened pursuant to the law.

The Early Repayment Request shall clearly state (i) the specific Event of Default occurred and (ii) the early repayment date, which shall fall at least 10 (ten) Business Days after the Early Repayment Request.

The Issuer shall promptly notify the Vienna MTF, Monte Titoli and the Bondholders (through the Representative of the Bondholders or, if not appointed, through the intermediaries authorised with Monte Titoli) of receipt of an Early Repayment Request.

(a) Non-payment

The Issuer fails to pay the principal or interest on any of the Bonds when due or any other sum due from it under the Bonds and such failure continues for a period of 30 (thirty) Business Days for the principal and 20 (twenty) Business Days for the interest.

(b) Breach of other obligations

The Issuer fails in any material respect to perform or observe any of its obligations (other than payment obligations to which Condition 10(a) (Non-payment) applies) under the Bonds and the Terms and Conditions – including the undertakings under Conditions 5 (Negative Pledge) and 11 (Undertakings of the Issuer) – which is incapable of remedy or, if capable of remedy, is not remedied within 20 (twenty) Business Days after written notice thereof, addressed to the Issuer by any Bondholder, has been delivered to the Issuer. For the avoidance of doubt any breach of the undertaking under Condition 10(c) shall be considered as incapable of remedy.

(i) any Indebtedness of the Issuer is not paid when due or within any originally applicable grace period;

(ii) any such Indebtedness of the Issuer becomes due and payable prior to its stated maturity by reason of a default or an event of default (however described);

(iii) any Security Interest created or assumed by the Issuer to secure Indebtedness is enforced; or

(iv) the Issuer fails to pay when due or within any originally applicable grace period any amount payable by it under any guarantee and/or indemnity given by it in relation to any Indebtedness 9 4126-6190-7500.7

provided that the amount of Indebtedness referred to in points (i), (ii) and/or (iii) above and/or the amount payable under any guarantee and/or indemnity referred to in point (iv) above individually or in the aggregate exceeds EUR 500,000.00 (five hundred thousand/00).

(d) Bankruptcy Proceedings and Issuer Crises: (a) the submission by the Issuer of a motion aimed at verifying and declaring the Issuer’s insolvency pursuant to Article 5 of the Decree of 16 March 1942, no. 267 (the “Bankruptcy Law”) or, pursuant to the other regulations applicable to the Issuer and/or the beginning of a bankruptcy or insolvency proceeding for the Issuer pursuant to the Bankruptcy Law or other applicable regulations, provided that this motion does not prove to be unfounded within 10 (ten) days starting from the submission date of such motion; or (b) the lack of the Issuer’s business continuity; or (c) the occurrence of the dissolution of the Issuer for any reason pursuant to Article 2484 of the Civil Code; or (d) the Issuer filing a motion for an arrangement with creditors (concordato) at the competent Court as per Article 161, section 6, of the Bankruptcy Law or a motion for approval for the restructuring of the company’s debts as per Article 182-bis of the Bankruptcy Law; or (e) the formalisation of a restructuring plan as per Article 67, section 3, letter (d) of the Bankruptcy Law; or (f) the Issuer beginning negotiations with even one of its creditors in order to obtain moratoriums and/or restructuring agreements and/or altered payment due dates (including agreements to formalize the structures set forth in Article 182-bis of the Bankruptcy Law or Article 67, section 3, letter (d), of the Bankruptcy Law) and/or extra-judicial agreements and/or to transfer assets to creditors.

(e) Liquidation: the adoption of a resolution by the competent body of the Issuer which resolves the liquidation of the Issuer or the cessation of all, or a substantial part, of its business or operations.

(f) Transfer of Assets: the transfer of assets to the creditors by the Issuer pursuant to Article 1977 of the Civil Code.

(g) Delisting: the adoption of an act or measure whose consequence is the exclusion of the Bonds from trading on the Vienna MTF.

(h) Attachment

A distress, attachment, execution or other legal process is levied, enforced or sued out on or against all or substantially all of the property, assets or revenues of the Issuer following upon a decree or judgment of a court of competent jurisdiction and is not discharged or stayed within 45 (forty five) Business Days.

(i) Illegality

It is or will become unlawful for the Issuer to perform or comply with any of its obligations under the Bonds and the Terms and Conditions or any such obligation ceases or will cease to be legal, valid, binding and enforceable.

(j) Analogous events

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Any event occurs which under the laws of Italy has an analogous effect to any of the events referred to in any of the foregoing Paragraphs.

11. Undertakings of the Issuer

(a) Terms and Conditions

So long as any Bond remains outstanding, the Issuer shall (i) perform all of its obligations and undertakings as provided in this Terms and Conditions and (ii) not make any amendment to the Terms and Conditions and the Bonds save for Condition 14 (Modifications).

(b) Other Undertakings

So long as any Bond remains outstanding, the Issuer shall:

(i) promptly give written notice to the Bondholders (also pursuant to Condition 15 (Notices)) on becoming aware of the occurrence of an Event of Default, also giving reasonable details of such Event of Default;

(ii) procure that no substantial change is made to the general nature of its business;

(iii) duly approve its accounts and financial statements and file its accounts and financial statements within the due date;

(iv) provide information, within a reasonable timing, about the Issuer’s financial and economic conditions as the Bondholders may reasonably request;

(v) conduct its business in a diligent and prudent manner;

(vi) not change its legal form and not make any amendment to the Articles which may result in a prejudice for the rights of the Bondholders;

(vii) not reduce its corporate capital except due to mandatory provisions of law and in case of such reduction, to reconstitute its corporate capital for an amount at least equal to that existing before the reduction;

(viii) promptly (and, in any case, no later than 30 calendar days by the end of the relevant quarter) produce and deliver to the Bondholders the quarterly report in the form attached under Annex A (Form of Quarterly Report);

(ix) comply with the disclosure and information obligations set forth by the applicable market abuse rules as well as by the rules for the operation of the Vienna MTF and Monte Titoli.

12. Prescription

Claims against the Issuer for payment in respect of the Bonds shall be prescribed and become void unless made within 10 (ten) years (in the case of principal) or 5 (five) years (in the case of interest) from the appropriate due date for payment.

Claims in respect of any other amounts payable in respect of the Bonds shall be prescribed and become void unless made within 10 (ten) years following the due date for payment thereof. 11 4126-6190-7500.7

13. Further issues

The Issuer may from time to time without the consent of the Bondholders create and issue further notes, bonds or debentures either having the same Terms and Conditions in all respects as the outstanding notes, bonds or debentures of any series (including the Bonds) and so that such further issue shall be consolidated and form a single series with the outstanding notes, bonds or debentures of any series (including the Bonds) or upon such terms as to premium, redemption and otherwise as the Issuer may determine at the time of their issue.

14. Modifications

The Bonds and this Terms and Conditions may be amended without the consent of the Bondholders (i) to correct a manifest error or in order to modify any provision thereof in order to comply with applicable mandatory laws, legislation, rules and regulations and/or (ii) as the Issuer (acting reasonably) may think to be necessary, fit, desirable or appropriate or to be in its best interest provided that such amendments do not result in, or give rise to, a material prejudice to the Bondholders’ rights against the Issuer.

Without prejudice to the above, the Terms and Conditions may be modified by the Issuer following a resolution from the Bondholders’ Meeting.

Any modification shall be binding on the Bondholders and shall be promptly notified to the Bondholders in accordance with Condition 15 (Notices).

15. Notices

Any notice or other document required to be given under this Terms and Conditions and any applicable law and regulation shall be in writing and may be given to or served on any Bondholder by electronic certified post (PEC) at the addresses separately communicated by the relevant Bondholder to the Issuer or through Monte Titoli, in any case in compliance with the applicable disclosure requirements of the Vienna MTF.

If appointed, all notices to the Bondholders can also be sent to the Representative of the Bondholders.

All notices to the Issuer shall be sent to the following address [email protected].

The Issuer shall also ensure that all notices and documents to be given under this Terms and Conditions and any applicable law and regulation are duly published (if such publication is required) in a manner which complies with the applicable market abuse rules, the rules for the operation of the Vienna MTF and the rules and regulations of any stock exchange or other relevant authority on which the Bonds are for the time being listed and/or admitted to trading.

16. Meetings of Bondholders

The Bondholders may convene a Bondholders’ Meeting for the protection of common interest (the “Bondholders’ Meeting”).

All costs relating to the Bondholders’ Meetings and the relevant resolutions shall be borne by the Issuer only in case the meeting is convened by the Issuer and/or is a consequence of a breach by the Issuer of its undertakings pursuant to the Terms and Conditions.

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All costs relating to the appointment and revocation of the Representative of the Bondholders (including the relevant fees) shall be borne by the Issuer.

In particular, the Bondholders’ Meeting may resolve on the matters described under Article 2415 of the Italian Civil Code including, inter alia:

a) on the appointment and revocation of the representative of the Bondholders (“Representative of the Bondholders”);

b) on any amendment to the Terms and Conditions;

c) on the proposal of arrangement with creditors (concordato);

d) on the creation of a fund for expenses necessary for the protection of common interests of the Bondholders and on the relevant expenses report; and

e) on other subjects of common interest for the Bondholders.

The provisions under Articles 2415 et seq. of the Italian Civil Code shall apply to the Bondholders’ Meetings.

17. Service of the Bonds

The payment of interest and the repayment of principal of the Bonds shall be made exclusively through authorised intermediaries for Monte Titoli.

18. Trading

Application has been made to the Vienna Stock Exchange for the Bonds to be admitted to trading on the Vienna MTF as of the Issue Date.

19. Governing Law and Jurisdiction

(a) Governing law

The Bonds and any non-contractual obligations arising out of or in connection with the Bonds and/or the Terms and Conditions are governed by, and shall be construed in accordance with, Italian law.

(b) Jurisdiction

The courts of Italy have exclusive jurisdiction to settle any dispute arising out of or in connection with the Bonds (including any non-contractual obligation arising out of or in connection with the Bonds) and the Terms and Conditions (including any non-contractual obligation arising out of or in connection with the Terms and Conditions) and accordingly any legal action or proceedings arising out of or in connection with the Bonds may be brought in such courts. The Issuer irrevocably submits to the jurisdiction of such courts and waives any objection to proceedings in such courts whether on the ground of venue or on the ground that the proceedings have been brought in an inconvenient forum. This submission is made for the benefit of each of the Bondholders and shall not limit the right of any of them to take proceedings in any other court of competent jurisdiction nor shall the taking of proceedings in one or more jurisdictions preclude the taking of proceedings in any other jurisdiction (whether concurrently or not).

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14 4126-6190-7500.7

Annex A

Form of Quarterly Report

1. Financial KPIs

➢ Network sales: ACT vs BP vs LY ➢ Revenues: ACT VS BP VS LY ➢ Ebitda: ACT vs BP vs LY ➢ Cash Flow: cash generation or Burn, cash position > BOP e EOP

2. Operational KPIs

➢ Total Network : o AWOC : ACT vs BP vs LY o Avg Ticket : ACT vs BP vs LY o N. Nuovi clienti ACT vs LY o % ordini fatti da nuovi clienti ACT vs LY

➢ # Stores (ACT vs BP vs LY) ➢ # Cities of operation

3. Digital KPI’s a. APP: APP downloads → ACT vs LY b. Order taking : % digital (App + Web) orders/total > ACT vs LY c. Distribution : % Turnover in delivery/Take Away/Dine-In > ACT vs BP vs LY

4. Customer KPI’s a. NPS

15 4126-6190-7500.7

EPIZZA S.P.A.

(THE "COMPANY" OR THE "ISSUER" OR "EPIZZA")

ISSUANCE OF

«UP TO EUR 3,500,000.00 7% FIXED RATE BONDS DUE 6 APRIL 2026»

ISIN CODE IT0005440976

(THE "BONDS")

6 APRIL 2021

INFORMATION MEMORANDUM

FOR THE PURPOSES OF THE ADMISSION OF THE BONDS TO LISTING ON THE VIENNA MTF OF THE VIENNA STOCK EXCHANGE

4124-2702-6476.9 GENERAL NOTICE

The Issuer has prepared this Information Memorandum in connection with its application for the admission to trading of the Bonds. Application has been made to Wiener Börse AG (the "Vienna Stock Exchange") for the Bonds to be admitted to trading on its operated MTF (the "Vienna MTF"). This information memorandum (the "Information Memorandum") was prepared in accordance with the Rules for the Operation of the Vienna MTF (the "Rules") including all information specified in Annex B of the Rules, and it is not a prospectus published in accordance with the requirements of the Regulation (EU) 2017/1129, as amended from time to time (the "Prospectus Regulation"). No approval on the part of the Vienna Stock Exchange is required under the Rules.

The Bonds have a maximum nominal amount of EUR 3,500,000.00, a nominal amount of EUR 20,000.00 each and are denominated in EUR. The Bonds will be issued in bearer form (al portatore) on a dematerialised basis pursuant to Chapter IV, Title II-bis, Part III of the Legislative Decree 58/1998 ("TUF") and 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. Therefore, in accordance with the aforementioned provisions, each transaction regarding the Bonds (including transfers and the creation of liens) as well as the relevant rights may be performed exclusively in accordance with provisions of Article 82 et seq. of the TUF. Without prejudice to the right of the Bondholders to request the certification pursuant to Article 83- quinquies of the TUF, the Bondholders shall not request the delivery of physical certificates representing the Bonds.

The Bonds will be held through and accounted for in book entry form with the central securities depository and management system managed by Monte Titoli S.p.A.

RISK FACTORS AND DISCLAIMER

THE TERMS AND CONDITIONS OF THE BONDS ARE HERETO ATTACHED UNDER ANNEX 1. SELLING RESTRICTION

THIS INFORMATION MEMORANDUM DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO PURCHASE OR AN INVITATION OF AN OFFER TO PURCHASE IN ANY JURISDICTION AND NEITHER THE PUBLICATION OF THIS INFORMATION MEMORANDUM NOR ANYTHING CONTAINED IN IT SHALL FORM THE BASIS OF OR BE RELIED UPON IN CONNECTION WITH ANY INVESTMENT ACTIVITY OR ACT AS AN INDUCEMENT TO CARRY OUT ANY SUCH ACTIVITY.

NEITHER THIS INFORMATION MEMORANDUM NOR ANY OTHER INFORMATION SUPPLIED IN CONNECTION WITH THE ADMISSION OF THE BONDS TO TRADING ON THE VIENNA MTF (A) IS INTENDED TO PROVIDE THE BASIS OF ANY CREDIT OR OTHER EVALUATION OR (B) SHOULD BE CONSIDERED AS A RECOMMENDATION BY THE ISSUER THAT ANY PERSON SHOULD PURCHASE ANY BONDS.

NEITHER THIS INFORMATION MEMORANDUM NOR THE TRANSACTION DESCRIBED HEREIN, CONSTITUTE AN OFFER TO THE PUBLIC OF FINANCIAL INSTRUMENTS OR AN ADMISSION TO TRADING OF FINANCIAL INSTRUMENTS IN A REGULATED MARKET PURSUANT TO THE TUF AND THE CONSOB REGULATION 11971/1999. THEREFORE, THE PUBLICATION OF A PROSPECTUS PURSUANT TO THE PROSPECTUS REGULATION IS NOT REQUIRED. THE DISTRIBUTION OF THIS INFORMATION MEMORANDUM SHALL NOT BE AUTHORISED BY CONSOB UNDER THE PROSPECTUS REGULATION OR ANY OTHER APPLICABLE LAW OR REGULATION REGARDING THE PUBLICATION OF PROSPECTUS, INCLUDING THE TUF AND THE CONSOB REGULATION 11971/1999.

THE SUBSCRIPTION OF THE BONDS IS EXCLUSIVELY RESERVED TO “QUALIFIED INVESTORS” AS DEFINED BY ARTICLE 2 OF THE PROSPECTUS REGULATION AND, IN THE EVENT OF SUBSEQUENT TRANSFER OF THE BONDS, THE TRANSFER IS ONLY ALLOWED TO QUALIFIED INVESTORS.

THE BONDS HAVE NOT BEEN, AND SHALL NOT BE, REGISTERED PURSUANT TO (I) THE U.S. SECURITIES ACT OF 1933 (AS AMENDED) OR (II) THE LAWS AND REGULATIONS APPLICABLE IN CANADA, AUSTRALIA, JAPAN OR IN ANY OTHER STATE WHERE THE SALE AND/OR SUBSCRIPTION OF THE BONDS IS NOT PERMITTED BY THE COMPETENT AUTHORITIES. THE SUBSEQUENT SALE, 2 4124-2702-6476.9

TRANSFER, DELIVERY, DISTRIBUTION OF THE BONDS SHALL ONLY OCCUR (A) WITHIN THE LIMITS IN WHICH IT IS EXPRESSLY ALLOWED BY THE LAWS AND REGULATIONS APPLICABLE IN THE STATES WHERE THE ABOVE-MENTIONED ACTIVITIES ARE INTENDED TO TAKE PLACE; OR (B) WHEN THE LAWS AND REGULATIONS APPLICABLE IN THOSE STATES PROVIDE FOR SPECIFIC EXEMPTIONS THAT ALLOW THE SALE AND TRANSFER OF THE BONDS.

PERSONS INTO WHOSE POSSESSION THIS INFORMATION MEMORANDUM COMES ARE REQUIRED BY THE ISSUER TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS. THE ISSUER DOES NOT REPRESENT THAT THIS INFORMATION MEMORANDUM MAY BE LAWFULLY DISTRIBUTED, NOR THAT THE BONDS MAY BE LAWFULLY SOLD IN COMPLIANCE WITH ANY APPLICABLE REGISTRATION OR OTHER REQUIREMENTS IN ANY JURISDICTION OR PURSUANT TO ANY EXEMPTION, NOR DOES IT ASSUME ANY RESPONSIBILITY FOR FACILITATING ANY SUCH DISTRIBUTION OR SALE. IN PARTICULAR, NO ACTION HAS BEEN TAKEN OR WILL BE TAKEN BY THE ISSUER THAT WOULD, OR IS INTENDED TO, PERMIT A PUBLIC OFFERING OF THE BONDS OR THE DISTRIBUTION OF THIS INFORMATION MEMORANDUM IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. ACCORDINGLY, NO BONDS MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, AND NEITHER THIS INFORMATION MEMORANDUM NOR ANY ADVERTISEMENT OR OTHER MATERIAL MAY BE DISTRIBUTED OR PUBLISHED IN ANY JURISDICTION, EXCEPT UNDER CIRCUMSTANCES THAT WILL RESULT IN COMPLIANCE WITH ANY APPLICABLE LAWS AND REGULATIONS.

MOREOVER, THE TRANSFER OR SALE OF THE BONDS SHALL ONLY OCCUR IN COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS, INCLUDING THE PROVISIONS RELATING TO ANTI-MONEY LAUNDERING PURSUANT TO THE ITALIAN LEGISLATIVE DECREE 231/2007, AS SUBSEQUENTLY AMENDED AND MODIFIED.

3 4124-2702-6476.9

SECTION 1 - GENERAL INFORMATION ON THE ISSUER

1. INCORPORATION AND STATUS

The Issuer is 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. 08950850969 and fiscal code No. 08950850969, VAT No. 08950850969.

ePizza is a Milan based company, leader in the development, production and marketing of innovative products and services with high technological value and, in particular, the development and marketing in Italy of a franchising model significantly based on online and digital activities. In addition to the above, the Company is also active in the production, retailing, wholesaling and distribution of food products and in particular pizza, either on its own or through franchising or participations in other companies. For additional information, please refer to Section 3 (Object of Business) below.

2. CONTACT DETAILS

Phone no.: +39 0209998045

Website: https://www.dominositalia.it/it/

Email: [email protected]

Certified Email: [email protected]

3. SHARE CAPITAL

As at the date of this Information Memorandum, the Issuer’s authorized share capital is equal to EUR 824,636.00 and is represented by no. 824,636 shares with a nominal value of EUR 1.00 each.

4. OWNERSHIP STRUCTURE

As at the date of this Information Memorandum, the share capital of the Issuer is held as follows.

SHAREHOLDERS AND HOLDERS TOTAL ORDINARY SHARES: 788,400

OF OTHER RIGHTS

PERSONAL DETAILS SHARES NOMINAL PERCENTAGE RIGHT

VALUE (EUR)

EVCP GROWTH HOLDINGS 372,458 372,458.00 45.17% OWNERSHIP

LIMITED

4 4124-2702-6476.9

LEGENDARY INVESTMENTS 292,047 292,047.00 35.42% OWNERSHIP S.R.L.

ITALIAN RETAIL S.R.L. 104,750 104,750.00 12.70% OWNERSHIP

SUTTER ALDO 33,821 33,821.00 4.10% OWNERSHIP

VFM S.R.L. 10,496 10,496.00 1.27% OWNERSHIP

ALETTI FIDUCIARIA S.P.A. – 9,346 9,346.00 1.13% TRUST

SOCIETÀ FIDUCIARIA IN COMPANY

BREVE ALETTI FIDUCIARIA S.P.A.

ELILANI S.R.L. 1,718 1,718.00 0.21% OWNERSHIP

Legendary Investments S.r.l, is a limited liability company regulated by the laws of Italy , incorporated on 28-10-2014, entirely dedicated to the investment in Domino’s Italy where several family offices and key business people invested; the company is registered in the Milan Chamber of Commerce, REA # 2050752, Fiscal Code 08816310968, with registered office in Piazza Castello 19, Milan, administrated by Giuseppe Fredella.

Italian Retail Srl is a limited liability partnership regulated by the Italian laws. Italian Retail Srl is a family & friend co-investment vehicle founded in 2015 and it has invested in innovative companies like Domino’s Pizza Italia. Alessandro Lazzaroni is the co-founder of Italian Retail Srl and he acts as CEO of the company.

EVCP Growth Holdings Limited, is a Limited Liability Company, part of the EVCP Group, regulated by the laws of England and Wales, incorporated on 22/11/2019, registered with the Companies' House under company number 12329789 , with registered office in 14A Danehurst Street, London, SW66SD, United Kingdom

EVCP Growth Holdings Limited is managed by Marcello Vittorio Gaetano Bottoli (Director) and Eric Bourguignon (Director) and is owned by EVCP Growth Equity II SCSp, a Luxembourg-based Fund.

5 4124-2702-6476.9

SECTION 2 – COMPANY STRUCTURE

1. DESCRIPTION OF THE ISSUER AND ITS SHAREHOLDER

GROUP

The Issuer is not part of any corporate group.

SHAREHOLDERS

Please refer to Section 1.

ADMINISTRATION, MANAGEMENT AND SUPERVISORY BODIES

Corporate governance practices

ePizza places attention on, and promotes the importance of, good corporate governance practices and standard.

Administrative Body

As at the date of this Information Memorandum, the Issuer is managed by a board of directors composed by the 5 (five) following members, appointed in office on 4 July 2019.

NAME, SURNAME POSITION PLACE OF BIRTH DATE OF BIRTH

AND

NATIONALITY

MARCELLO CHAIRMAN MILANO (MI) 5 JANUARY 1962

VITTORIO

GAETANO

BOTTOLI

SWISS CITIZEN

ALESSANDRO DIRECTOR RHO (MI) 18 FEBRUARY 1979

LAZZARONI

ITALIAN

CITIZEN

GIUSEPPE DIRECTOR FOGGIA (FG) 4 MARCH 1963

FREDELLA

ITALIAN

6 4124-2702-6476.9

CITIZEN

LUCA VODINI DIRECTOR NAPOLI (NA) 14 MAY 1971

ITALIAN

CITIZEN

ERIC ROBERT DIRECTOR PARIGI 13 JANUARY 1974

BOURGUIGNON

FRENCH

CITIZEN

Mr. Marcello Bottoli has 35 years of experience actively leading, operating and investing in consumer companies across Europe and the U.S. Throughout his career, Marcello has led as CEO and/or Chairman several multinational companies like Louis Vuitton Malletier, Samsonite Inc. and Pandora A/S. Since 2010 Marcello Bottoli has been a professional investor in the consumer lifestyle and discretionary sector.

Mr. Alessandro Lazzaroni is a Senior Manager with almost 20 years’ experience in the food retail sector; in particular he has worked for big US brands with a specific focus on e.commerce / digital attitude.

Alessandro has co-founded Domino’s Pizza in Italy, he had worked as CEO for 5 years before becoming CEO at Burger King SEE.

Mr. Giuseppe Fredella was born in Foggia, Italy on 4th March 1963.

He graduated in Business Economy at Milan’s Commercial University "Luigi Bocconi", where he also got a master’s degree in Tax Business Law and a master’s degree in Tourism Economics.

He licensed as a chartered accountant, registered in Milan’s Register of Chartered Accountants and Accounting Experts. He also qualified as an Auditor, registered in the Register of "active" Legal Auditors at Italian Ministry of Economy and Finance. He has worked as a tax expert for leading Italian International law firms.

He has participated as a speaker in conferences on international tax issues.

Expert in the management and protection of personal assets, generational transfers of companies and assets, corporate restructuring, extraordinary transactions and M&A.

He is also Member of the board of directors and statutory auditor of listed and unlisted companies.

Since June 2010, he has been Chairman of the Executive Commission of the Italian Turkish 7 4124-2702-6476.9

Association – ITA. He was also President of the Italian Fashion Cultural Center.

In 2017 he became President of Associazione Gioiello Moda Italia, the Italian Association which wants to represent the fashion jewelry industry by promoting and protecting Made in Italy fashion jewelry.

Mr. Luca Vodini is a senior banker at Citi Private Banking with 20 years of experience in the wealth management business.

Luca joined Citi from Credit Suisse, where he spent the last 3 years as Head of UHNWI desk in Milan. Previously, he worked as a Private Banker at Merrill Lynch and UBS, always focusing on the UHNWI sector providing comprehensive brokerage and advisory financial products and solutions to family offices and family holdings on different booking platform (London, Geneva and New York).

Luca received his BA in Economics from the University of Rome with specialization in Banking and Venture Capital. He also holds an MBA from SDA Bocconi in Milan.

Mr. Eric Bourguignon has 23 years of professional experience in Consulting, Investment Banking and Corporate Finance, including 13 years in the consumer lifestyle sector – during which time he developed considerable expertise in the health and beauty, fragrance, luxury, fashion, e-commerce, restaurant and niche brand industries, along with an extensive network of industry contacts.

***

Board of Statutory Auditors

As at the date of this Information Memorandum, the board of the statutory auditors is composed by the 5 (five) following members, appointed in office on 4 July 2019.

NAME, SURNAME POSITION PLACE OF BIRTH DATE OF BIRTH

AND

NATIONALITY

MARIA CHAIRMAN MILANO 12 DECEMBER 1967

STEFANIA SALA

ITALIAN

CITIZEN

MADDALENA STANDING NAPOLI (NA) 5 APRIL 1963

LIETO AUDITOR

ITALIAN

8 4124-2702-6476.9

CITIZEN

MARGHERITA STANDING FOGGIA (FG) 7 SEPTEMBER 1968

VOLPE AUDITOR

ITALIAN

CITIZEN

GIUSEPPE DE ALTERNATE SAN GIOVANNI 19 JUNE 1967

CILLIS AUDITOR ROTONDO (FG)

ITALIAN

CITIZEN

ALESSIA ALTERNATE FOGGIA (FG) 29 OCTOBER 2019

TRIGIANI AUDITOR

ITALIAN

CITIZEN

Operating and administrative team

The Company's operating and administrative team structure is illustrated in the chart below. Retail Headquarter Supply Chain center Total

228 36 13 277

9 4124-2702-6476.9

SECTION 3 – OBJECT OF BUSINESS

1. HISTORY OF THE ISSUER

ePizza was incorporated on 27 January 2015.

The company is the master franchisor for Domino’s Pizza in Italy. From the foundation of the Issuer until 2018, the restaurants were directly operated.

In 2016 and 2017 the Company has heavily invested in refining a localized format, fine-tuning the product offer and its operations, training people, installing technology and building a supply chain center able to serve in excess of 100 stores. In this time frame store openings have been concentrated in Milan and sustained a low pace in order to allow for the above activities optimize the product offering, achieving a positive store productivity and balancing commercial policy.

In2018 ePizza set all standards and procedures to start sub-franchising: store profitability is good enough to have a format which is appealing for sub – franchisees.

Store openings and advertising/marketing push were instrumental in pursuing the Company growth. After the first openings in Milano, other locations were identified in major high potential metropolitan cities like Bologna and Turin.

As of the 2nd half of 2019, after the entry of EVCP into the share capital, ePizza started a development of the franchising expansion programme all over the country.

2. BUSINESS FIELD

EPIZZA'S BUSINESS MODEL

ePizza is the master franchisee for Domino’s Pizza in Italy.

The brand was established in 1960.

Today, there are more than 17.000 stores in 90 countries and more than 500 million pizzas are being sold every year. 10 4124-2702-6476.9

Domino’s pizza operates in international markets under a Master Franchise Model, which includes corporate stores, sub-franchisee and commissary (supply chain).

The Brands is highly recognized in the industry for the great service, quality products, delivery excellence thanks to superior digital technology and strong teamwork between team members and franchisees.

This model has a strong focus on product and services innovation:

• Heated bag to keep pizzas warm during delivery; • Sturdy boxes to prevent toppings to stick on the top during delivery; • Recognizable and ecological own fleet of delivery vehicles; • Pizza builder and tracking online service which allows customers to create and see how their pizza will look like as well as to follow the progress of the order.

The business mix is skewed towards deliveries and take away with a very small portion of the business as dine-in and order taking is heavily geared towards “leading edge” digital technologies (> 50% of sales is digital through the “Domino’s APP” or its Web Site).

11 4124-2702-6476.9

SECTION 4 – FINANCIAL FIGURES

The following table shows selected financial information of the Issuer for the years 2019 and 2020 and forecasts for the coming years.

in k euro 2019 2020 2021 2022 2023 2024 2025 2026 Network Sales 9.050 9.717 16.494 31.060 50.451 71.098 93.901 117.984 Sales revenue 8.711 8.754 11.982 17.933 26.532 35.646 46.141 56.283 Contribution margin 793 1.973 3.017 5.770 8.969 12.000 16.135 19.968 EBITDA - 2.675 - 1.668 - 674 731 2.216 3.287 5.044 6.674 EBIT - 4.481 - 4.408 - 2.942 - 1.499 45 1.682 3.623 5.000

The business plan is based on the following 2 assumptions:

1) Strong acceleration of new openings from autumn 2020 onwards; 2) Continued growth in store performance supported by Delivery and Take Away services and increased digital sales.

To get the goal described in our business plan, we already started to:

➢ Improve Domino’s app and make it more interactive; ➢ Develop a sophisticated CRM system; ➢ Improve our store labor planning and efficiency parameters; ➢ Automate our Supply chain center and optimize our logistical routes; ➢ Scaling purchasing economies; ➢ Launch attractive new products (both Pizza’s and collateral products).

12 4124-2702-6476.9

SECTION 5 – USE OF PROCEEDS AND REPAYMENT OF THE BONDS

1. USE OF PROCEEDS

The use of proceeds of the Bonds will allow the company to:

1) invest in infrastructure, commercial efforts and marketing to accelerate and sustain the growth in the network of point of sales; 2) invest in digital technologies digital (order taking and deliveries) as well as in a powerful CRM (Customer Relationship Marketing) tools

13 4124-2702-6476.9

SECTION 6 – DESCRIPTION OF RISKS

This section provides an overview of the material risks factors relating to the Issuer, the relevant markets and the Bonds.

If any of the following events or circumstances arise, the business, the financial condition and/or results of operations of the Issuer could be materially adversely affected. Additional risks and uncertainties not presently known, or presently deemed immaterial, may also have an adverse effect on the business of the Issuer and the risks below do not necessarily comprise all the risks associated with an investment in the Bonds.

The Issuer believes that the following factors may affect its ability to fulfil its obligations. Most of these factors are contingencies which may or may not occur and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring. Factors which are material for the purpose of assessing the market risks associated with the Bonds are also described below.

The Issuer believes that the factors described below represent the principal risks inherent in investing in the Bonds.

Prospective investors should also read the detailed information set out elsewhere in this Information Memorandum (including the information incorporated by reference therein) and consider carefully whether an investment in the Issuer is suitable for them in the light of the information in this Information Memorandum and their personal circumstances, based upon their own judgment and upon advice from such financial, accounting, legal, tax and other professional advisers as they deem necessary.

Words and expressions defined elsewhere in this Information Memorandum have the same meaning in this section.

COMPANY-SPECIFIC RISKS

Issuer risk

By purchasing the Bonds, the bondholders (the "Bondholders") will be financing the Company hence becoming a creditor thereof for the payment of interest and principal upon maturity. The Bonds are subject to the general risk that the Issuer may not be able to pay interest at the set payment dates and/or reimburse the principal amount upon maturity.

Risks related to the issuer’s inability to achieve or the delayed achievement of the Issuer’s industrial strategy

The Issuer's future financial performance and success largely depends on the ability to implement its business strategies. The Issuer's may not be able to successfully implement its business strategies, due to, inter alia, factors beyond the control of the Company or which cannot be predicted at this time. These factors may include but are not limited to: changes in or increased levels of competition, including the

14 4124-2702-6476.9

entry of additional competitors and increased success by existing competitors; changes in general economic conditions; increases in operating costs, including costs of supplies, personnel and equipment.

Moreover, the business strategies of the Issuer may not sustain or improve the Issuer's results of operations or justify their costs. Any failure to develop, revise or implement the Issuer’s business strategies in a timely and effective manner may have a material adverse effect on the Issuer's business, financial condition and results of operations.

This, in turn, may have a material adverse effect on the Company’s ability to pay interest at the set interest payment dates and/or reimburse the principal amount under the Bonds upon maturity.

Risk related to the reliance on external financing or existing investments for cash flow requirements

The Issuer is largely reliant on external financing or the realisation of existing investments for cash flow requirements. No assurance is given that external finance will always be available to the Issuer on attractive terms or at all. Any failure to obtain satisfactory external financing or an adequate return on investments could impair the Issuer’s liquidity and consequently have a material adverse effect on its business, financial condition and results of operations.

This, in turn, may have a material adverse effect on the Company’s ability to pay interest at the set interest payment dates and/or reimburse the principal amount under the Bonds upon maturity.

Risk related to the dependence on third party service providers

The Issuer is reliant upon third party service providers for certain aspects of its businesses. Any interruption or deterioration in the performance of these third party service providers could impair the timing and quality of the Issuer’s services or damage the value of its investments. In addition, if the contracts with any of these third party service providers are terminated, or any of the service providers become insolvent, the Issuer may not find alternative outsource providers on a timely basis or on equivalent terms. The occurrence of any of these events could impact upon the Issuer’s reputation and have a material adverse effect on the financial condition, results or operations of the Issuer.

This, in turn, may have a material adverse effect on the Company’s ability to pay interest at the set interest payment dates and/or reimburse the principal amount under the Bonds upon maturity.

Liquidity risk

Liquidity risk is the risk that new financial resources may not be available (funding liquidity risk) or that the Issuer may be unable to convert produced goods into cash, meaning that the Issuer may not be able to meet its payment commitments. This may adversely affect the business, financial condition and results of operations of ePizza, should the Issuer be obliged to incur extra costs to meet the financial commitments or, in extreme cases, threaten the Issuer’s future as a going concern and lead to insolvency.

15 4124-2702-6476.9

The Issuer’s policies aim at diversifying the due dates of debt and funding sources and rely on liquidity buffer to meet unexpected commitments.

Should the events above materialize or should the strategy of the Issuer to diversify the source of funding prove incorrect or only partially correct, they may have, in turn, a material adverse effect on the Company’s ability to pay interest at the set interest payment dates and/or reimburse the principal amount under the Bonds upon maturity.

Risks connected to a deterioration of the Issuer's creditworthiness

After subscription, the price of the Bonds may be subject to negative variations in cases of deterioration of the Issuer's financial situation or of its creditworthiness. This may have an impact on the price of the Bonds on the secondary market.

Risks related to cyber-frauds

The Issuer may incur into liabilities, and may suffer damages, including those of reputational nature, in relation to digital payments and credit cards' frauds.

Such frauds may include the sale of forged and counterfeited goods, "scam" transactions, phishing, malware, hacking of credit and debit cards', spam emails, etc.

Should such events materialise, they may have a material adverse effect on (i) the business, financial condition and results of operations of the Issuer and, in turn, (ii) the Company’s ability to pay interest at the set interest payment dates and/or reimburse the principal amount under the Bonds upon maturity.

Risks related to data protection

In the context of its business, the Issuer processes personal data, including that of its customers and clients, and therefore is required to comply with data protection laws and regulation across different jurisdictions.

Pursuant to the abovementioned legal and regulatory framework, the Issuer is responsible in the event of inappropriate use of and/or loss of and/or non-authorised access to such personal data.

As a result, non compliance with and/or breaches of such laws and regulations, may expose the Issuer to reputational as well as monetary damages with consequent material adverse effect on (i) the business, financial condition and results of operations of the Issuer.

This, in turn, may have adverse effects on the Company’s ability to pay interest at the set interest payment dates and/or reimburse the principal amount under the Bonds upon maturity.

Operational risks

The Company is potentially subject to various operational risks – including the risk of fraud by employees of other persons, unauthorized transactions by employees or operational errors which may

16 4124-2702-6476.9

negatively affect its business, financial condition and results of operations.

In particular, given the business of the Issuer, risks relating to system reliability (e.g. downtime of websites, apps etc.), and those relating to its supply chain and its logistics (e.g. delays in supply of key ingredients and deliveries, unexpected fluctuations in the availability and prices of key ingredients and deliveries, etc. etc. are of particular relevance and may have significant negative effects on ePizza's business, financial condition and results of operations.

These events, in turn, may have a material adverse effect on the Company’s ability to pay interest at the set interest payment dates and/or reimburse the principal amount under the Bonds upon maturity.

Risk of inability to deploy its growth strategy

The issuer mainly relies on scouting and agreeing terms with franchise partners to grow its business across the territory. The inability by the Issuer to retain and develop existing partners and to continuously enlist new partners because of general economic conditions or because of underperformance of our franchised stores or other reasons may have a material adverse effect on the Company’s ability to pay interest at the set interest payment dates and/or reimburse the principal amount under the Bonds upon maturity.

Risk of change in tax regimes

The Issuer is subject to risks that the country in which the Issuer operates,, may impose additional withholding taxes, income taxes or other taxes, as well as changing tax levels from those in force at the date of the respective projects or the date hereof.

Any future adverse changes in general to tax regimes applicable to the Issuer may have an adverse impact on its business, financial conditions and results of operations and on its future results of operations and cash flows.

This, as well as any other changes to the tax regime generally applicable to the Issuer, may have a material adverse effect on the Company’s ability to pay interest at the set interest payment dates and/or reimburse the principal amount under the Bonds upon maturity.

Risk of Litigation

Legal proceedings may arise from time to time in the course of the Company's businesses.

In particular, the Issuer (i) is exposed to possible litigation risks including, but not limited to, regulatory intervention and third party claims; (ii) may be involved in disputes with other parties in the future which may result in litigation; (iii) may be involved in disputes if the Issuer and/or its employees or agents are found not to have met the appropriate standard of care or exercised their discretion or authority in a prudent or appropriate manner in accordance with accepted standards.

The Directors cannot preclude that litigation may be brought against the Issuer and that such litigation 17 4124-2702-6476.9

may have a material adverse effect on reputation of the Issuer or its business, financial condition and results of operations.

So far as the directors of the companies of the Issuer are aware, however, there is no current, pending or threatened litigation in which the Issuer is directly or indirectly concerned, which would have a material adverse effect on the Issuer’s reputation, business, financial condition and results of operations.

Should any of the events above materialise, they may have, in turn, a material adverse effect on the Company’s ability to pay interest at the set interest payment dates and/or reimburse the principal amount under the Bonds upon maturity.

Risks relating to joint ventures, partnerships and future acquisitions

The Issuer may establish partnerships or joint ventures or make acquisitions to develop and implement its strategy or strengthen its core business. However, the possible benefits or expected returns from such joint ventures, partnerships and acquisitions may be difficult to achieve or may prove to be less valuable than the Issuer estimates. Furthermore, joint ventures, partnerships and acquisitions bear the risk of difficulties that may arise when integrating people, operations, technologies and products. This may have a material adverse effect on the Issuer’s business, financial condition and results of operations.

In addition, the success of acquisitions depends in part on the Issuer’s ability to identify successfully and acquire suitable companies and other assets on acceptable terms and, once they are acquired, on the successful integration into the Issuer’s and group's operations, as well as its ability to identify suitable strategic partners and conclude suitable terms with them. Any inability to implement an acquisition strategy or a failure in any particular implementation of this strategy may have an adverse impact on the Issuer’s business, financial position and results of operations.

MARKET-SPECIFIC RISKS

Risks related to the competitiveness of the Issuer

The Issuer operates in a market where competitive activity can significantly and suddenly increase because of actions by existing players or because of new international or domestic entrants and the Issuer might not be able to respond adequately and hence see its competitiveness decrease significantly. These events may have a material adverse effect on the Company’s ability to pay interest at the set interest payment dates and/or reimburse the principal amount under the Bonds upon maturity.

Risks related to regulatory requirements

The industries in which the Issuer operates are subject to a significant level of regulations.

In particular, e-commerce is subject to data protection, advertising, cyber-security, and marketing 18 4124-2702-6476.9

regulations.

Similarly, food products are subject to food safety, health and wellness regulations.

The Issuer devotes significant resources to ensure compliance with the abovementioned regulations but it cannot be excluded that breaches thereof may occur which could lead to a negative impact on the economic and financial conditions of the issuer as well as materially impact its reputation in the market place with the deriving negative effects on consumer appeal for its products.

These events may have a material adverse effect on (i) the business, financial condition and results of operations of the Issuer and, in turn, (ii) the Company’s ability to pay interest at the set interest payment dates and/or reimburse the principal amount under the Bonds upon maturity.

Risks arising from uncertainty in worldwide and regional economic, political and market conditions

The Issuer’s future prospects are in part linked to the global economy and volatility in the stock market. Macroeconomic factors outside of the Issuer’s control can greatly affect its clients and hence the Issuer’s own performance and financial position. Reductions in the number and size of public offerings and mergers and acquisitions and reduced securities trading activities, due to changes in economic, political or market conditions could cause the value of the Issuer's investments to decline materially.

These events may have a material adverse effect on the Company’s ability to pay interest at the set interest payment dates and/or reimburse the principal amount under the Bonds upon maturity.

European monetary union breakup risks relating to the industries where the Issuer operates

The possibility that one or more countries that adopted the Euro as their national currency might decide, in the long term, to adopt an alternative currency or prolonged periods of uncertainty connected to these eventualities could have significant negative impacts on international markets.

At the date of this Information Memorandum there is no legal procedure or practice aimed at facilitating the exit of a Member State from the Euro, the consequences of these decisions are exacerbated by the uncertainty regarding the methods through which a Member State could manage its current assets and liabilities denominated in Euros and the exchange rate between the newly adopted currency and the Euro.

In addition, a collapse of the Eurozone could be accompanied by the deterioration of the economic and financial situation of the European Union and could have a significant negative effect on the entire financial sector, creating new difficulties in the granting of sovereign loans and loans to businesses and involving considerable changes to financial activities both at market and retail level.

These events may have a material adverse effect on (i) the Company's business, financial position and results of operations and (ii) the Company’s ability to pay interest at the set interest payment dates and/or

19 4124-2702-6476.9

reimburse the principal amount under the Bonds upon maturity.

Brexit risk

On 23 June 2016, in a public referendum, the United Kingdom (UK) voted to leave the EU (Brexit). On 29 March 2017, by formal notice of the British Prime Minister, the UK triggered official exit negotiations with the EU. In accordance with Article 50 of the Lisbon Treaty, the EU negotiated a withdrawal agreement with the UK. On 24 January 2020, it was announced that the government of the UK and the EU had executed and entered into a withdrawal agreement (the Withdrawal Agreement). On 29 January 2020, the European Parliament voted to consent to the Withdrawal Agreement, and on 30 January 2020, the European Council adopted, by written procedure, the decision on the conclusion of the Withdrawal Agreement on behalf of the EU.

On 31 January 2020, the UK withdrew from the European Union. According to Articles 126 and 127 of the Withdrawal Agreement (approved by the European Parliament on 29 January 2020), the UK entered an implementation period during which it has negotiated its future relationship with the European Union. During this implementation period – which is operated until 31 December 2020 – the European Union law continued to apply in the United Kingdom. On 24 December 2020, the EU and UK announced the reaching of an agreement on a trade and cooperation agreement (the TCA). As of 1 January 2021, the UK is no longer part of the EU.

Although the TCA provides a structure for EU and UK cooperation in the future, it may lead to further or reduced cooperation in different areas. As the impact of the TCA begins to unfold and as a result of the ongoing political uncertainty as regards the structure of the future relationship between the UK and the EU, the precise impact on the business of ePizza, including as a result of the TCA, is difficult to determine.

Furthermore, the exit of the United Kingdom from the European Union, the possible exit of Scotland, Wales or Northern Ireland from the United Kingdom, the possibility that other European Union countries could hold similar referendums to the one held in the United Kingdom and/or call into question their membership of the European Union, could include further falls in stock exchange indices, a fall in the value of the pound, an increase in exchange rates between the pound and the Euro and/or greater volatility of markets in general due to the increased uncertainty, with possible negative consequences on the shares’ markets.

These events may have a material adverse effect on (i) the Company's business, financial position and results of operations, (ii) the Company’s ability to pay interest at the set interest payment dates and/or reimburse the principal amount under the Bonds upon maturity, and/or the market value and/or the liquidity of the Bonds in the secondary market.

Risks relating to Covid-19

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In late-2019, a highly infectious novel coronavirus named Covid-19 (the “Covid-19”) was identified and a global pandemic was declared by the World Health Organization on 11 March 2020. Various countries across the world (including Italy) have introduced measures aimed at preventing the further spread of the Covid-19, such as a ban on public events above a certain number of attendees, temporary closure of places where larger groups of people gather, lockdowns, border controls and travel and other restrictions.

Such measures have disrupted the normal flow of business operations in those countries and regions, due to, for example, a spread impossibility for workers of many different categories of circulating and commuting even within the area of single city or town. This situation has generally affected global supply chains and has resulted in uncertainty across the global economy and financial (and transportation) markets. This situation can have a material impact on the Issuer's business.

In addition to measures aimed at preventing the further spread of the Covid-19, governments in various countries have introduced measures aimed at mitigating the economic consequences of the outbreak. The Italian government has adopted economic measures aimed at sustaining income of employees, the self-employed, self-employed professionals, micro and small/medium enterprises, including suspension of instalments payment.

Moreover, there are no assurances that there will not be further lockdowns and court closures in the future due to a new Covid-19 outbreak. Governments, regulators and central banks, including the ECB, are taking or considering measures in order to safeguard the stability of the general market. Lockdown and limitation to mobility deriving therefrom can have a material impact on the sustainability of the Issuer's business and cash flows. The exact ramifications of the Covid-19 outbreak are still highly uncertain and it is difficult to predict the further spread or duration of the pandemic and the economic effects thereof.

Therefore, these events may have a material adverse effect on (i) the Company's business, financial position and results of operations and (ii) the Company’s ability to pay interest at the set interest payment dates and/or reimburse the principal amount under the Bonds upon maturity.

RISKS RELATING TO THE BONDS

Risk related to the Bonds sale before their maturity

Even a professional investor wishing to divest themselves of the Bonds before their maturity may encounter significant difficulties in finding a purchaser and runs the risk of obtaining a lower price than the subscription price of the Bonds. After subscription, the sale price of the Bonds may also be affected by different elements such as:

- interest and market rate variations;

- the characteristics of the market on which the Bonds will be listed; 21 4124-2702-6476.9

- any variation in the Issuer's creditworthiness;

- commissions and other dues.

Investors must therefore take into account that the term of their investment in the Bonds may be equal to the term of the Bonds: i.e. that the Bonds may have to be held until their maturity. However, this does not influence the redemption price of the Bonds, which remains equal to 100% of the nominal value.

Risk related to the market rate

The market value of the Bonds could change due to the market rate’s trend.

With respect to the Bonds, which have a fixed interest rate, fluctuations in the interest rates on financial markets may have an adverse effect on the price and therefore on the return of the Bonds. Therefore, in the event of a sale of the Bonds before their maturity, their market value may be significantly lower than their subscription price.

Changes in law may adversely affect returns to holders of the Bonds

The Bonds will be governed by Italian law. No assurance can be given as to the impact of any possible change to Italian law. Any change in the Issuer’s tax status or taxation legislation or practice could affect the Issuer’s ability to provide returns to the Bondholders or alter post tax returns to the Bondholders.

Resolutions of Noteholders

Resolutions properly adopted in accordance with the Terms and Conditions of the Bondholders are binding on all Bondholders, therefore certain rights of each Bondholder against the Issuer under the Terms and Conditions may be amended or reduced or even cancelled pursuant to any such resolution.

Suitability

Prospective investors should determine whether an investment in the Bonds is appropriate in their particular circumstances and should consult with their legal, business and tax advisers to determine the consequences of an investment in the Bonds and to arrive at their own evaluation of the investment.

Investment in the Bonds is only suitable for investors who:

1. have the requisite knowledge and experience in financial and business matters to evaluate such merits and risks of an investment in the Bonds;

2. have access to, and knowledge of, appropriate analytical tools to evaluate such merits and risks in the context of their financial situation;

3. are capable of bearing the economic risk of an investment in the Bonds; and 22 4124-2702-6476.9

4. recognise that it may not be possible to dispose of the Bonds for a substantial period of time, if at all.

Prospective investors in the Bonds should make their own independent decision whether to invest in the Bonds and whether an investment in the Bonds is appropriate or proper for them, based upon their own judgement and upon advice from such advisers as they may deem necessary.

Prospective investors in the Bonds should not rely on or construe any communication (written or oral) of the Issuer as investment advice or as a recommendation to invest in the Bonds, it being understood that information and explanations related to the Conditions shall not be considered to be investment advice or a recommendation to invest in the Bonds.

No communication (written or oral) received from the Issuer or from any other person shall be deemed to be an assurance or guarantee as to the expected results of an investment in the Bonds.

23 4124-2702-6476.9

ANNEX 1

TERMS AND CONDITIONS OF THE BONDS

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.

24 4124-2702-6476.9

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 Bondholders (and their successors in title) are deemed to have notice of all the provisions of this Terms and Conditions and the Articles.

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

25 4124-2702-6476.9

(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 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);

(i) amounts raised by acceptance under any acceptance of a credit facility;

(ii) amounts raised under any note purchase facility;

- “Issue Date” means 6 April 2021;

26 4124-2702-6476.9

- “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);

- “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;

- “Professional Investors” means the qualified investors, as defined by Article 2 of Regulation (EU) 2017/1129;

27 4124-2702-6476.9

- “Rate of Interest” has the meaning set forth in Condition 6 (Interest);

- “Representative of the Bondholders” has the meaning set forth in Condition 16 (Meeting of the Bondholders);

- “TARGET Settlement Day” means any day on which the TARGET System is open for the settlement of payments in EUR;

- “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;

28 4124-2702-6476.9

- 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.

2. Form, Denomination, Registration, Title and Transfer of Bonds

2.1 Form and Denomination

The Bonds are issued in the Maximum Aggregate Face Amount and are denominated in EUR.

The minimum tradable amount is equal to the Nominal Amount (i.e. EUR 20,000.00 (twenty thousand/00)), and orders can be executed and settled only for the Nominal Amount or multiple thereof.

2.2 Registration and Title

83-quinquies of the TUF, the Bondholders shall not request the delivery of physical certificates representing the Bonds.

2.3 Transfer of Bonds

The subscription of the Bonds is exclusively reserved to Professional Investors and, in the event of subsequent transfer of the Bonds, it is only allowed to Professional Investors.

The Bonds have not been, and shall not be, registered pursuant to (i) the U.S. Securities Act of 1933 (as amended) or (ii) the laws and regulations applicable in Canada, Australia, Japan or in any other State where the sale and/or subscription of the Bonds is not permitted by the competent authorities. The subsequent sale, transfer, delivery, distribution of the Bonds shall only occur (a) within the limits in which it is expressly allowed by the laws and regulations applicable in the States where the abovementioned activities are intended to take place; or (b) when the laws and regulations applicable in those States provide for specific exemptions that allow the sale and transfer of the Bonds.

2.4 Effectiveness of transfers and payment obligations

30 4124-2702-6476.9

3. Subscription

The Bonds may be subscribed during the subscription period from the Issue Date to 31 December 2021 (the “Subscription Period”) at the Issue Price by Professional Investors only.

The Issuer may decide to reduce the Maximum Aggregate Nominal Amount by giving prompt notice thereof pursuant to Condition 15 (Notices).

4. Status

5. Negative pledge

6. Interest

31 4124-2702-6476.9

to the Nominal Amount of the Bonds then outstanding – and payable quarterly in arrears on each Interest Payment Date. The first Interest Payment Date will fall on 30 June 2021.

7. Redemption and Purchase

7.1 Redemption at Maturity

7.2 Redemption at the Option of the Issuer

7.3 No other redemption

The Issuer shall not be entitled to redeem the Bonds otherwise than as provided in Conditions 7.1 (Redemption at Maturity) and 7.2 (Redemption at the Option of the Issuer) above.

32 4124-2702-6476.9

7.4 Purchase of Bonds

7.5 Cancellation

All Bonds so redeemed shall be cancelled and may not be reissued or resold and the obligations of the Issuer in respect of any such Bonds shall be discharged.

8. Payments

8.1 Principal and Interest

Payment of principal amount and interest in respect of the Bonds shall be made in EUR by direct credit or bank transfer to the EUR bank account (or other account to which EUR may be credited or transferred), maintained with a bank in a city in which banks have access to the TARGET System and nominated by the relevant Bondholder or, in the case of joint registered holders, by the one in whose name such Bond is first-registered, or to such Person or Persons as the registered holder or all the joint registered holders may in writing direct. A direct credit or bank transfer to the relevant account shall be good discharge to the Issuer.

Each Bondholder has to promptly provide the Issuer with specific payment instructions in this regard.

8.2 Payments subject to laws

All payments in respect of the Bonds are subject in all cases to any applicable fiscal or other laws and regulations, but without prejudice to the provisions of Condition 9 (Taxation).

8.3 Payments on Business Days

33 4124-2702-6476.9

being extended to such Business Day.

8.4 Fractions

9. Taxation

The Bondholders are required to consult with their own tax consultants with respect to the tax regime applicable in Italy in relation to the subscription, holding and transfer of the Bonds.

10. Events of Default

In case of more than one Bondholder, an Early Repayment Request can be sent to the Issuer exclusively following a resolution of the Bondholders’ Meeting, convened pursuant to the law.

(a) Non-payment

(b) Breach of other obligations

The Issuer fails in any material respect to perform or observe any of its obligations (other than payment obligations to which Condition 10(a) (Non-payment) applies) under the Bonds and

34 4124-2702-6476.9

the Terms and Conditions – including the undertakings under Conditions 5 (Negative Pledge) and 11 (Undertakings of the Issuer) – which is incapable of remedy or, if capable of remedy, is not remedied within 20 (twenty) Business Days after written notice thereof, addressed to the Issuer by any Bondholder, has been delivered to the Issuer. For the avoidance of doubt any breach of the undertaking under Condition 10(c) shall be considered as incapable of remedy.

(i) any Indebtedness of the Issuer is not paid when due or within any originally applicable grace period;

(ii) any such Indebtedness of the Issuer becomes due and payable prior to its stated maturity by reason of a default or an event of default (however described);

(iii) any Security Interest created or assumed by the Issuer to secure Indebtedness is enforced; or

(iv) the Issuer fails to pay when due or within any originally applicable grace period any amount payable by it under any guarantee and/or indemnity given by it in relation to any Indebtedness

35 4124-2702-6476.9

Article 67, section 3, letter (d), of the Bankruptcy Law) and/or extra-judicial agreements and/or to transfer assets to creditors.

(f) Transfer of Assets: the transfer of assets to the creditors by the Issuer pursuant to Article 1977 of the Civil Code.

(g) Delisting: the adoption of an act or measure whose consequence is the exclusion of the Bonds from trading on the Vienna MTF.

(h) Attachment

(i) Illegality

(j) Analogous events

Any event occurs which under the laws of Italy has an analogous effect to any of the events referred to in any of the foregoing Paragraphs.

11. Undertakings of the Issuer

(a) Terms and Conditions

(b) Other Undertakings

So long as any Bond remains outstanding, the Issuer shall:

36 4124-2702-6476.9

(ii) procure that no substantial change is made to the general nature of its business;

(iii) duly approve its accounts and financial statements and file its accounts and financial statements within the due date;

(iv) provide information, within a reasonable timing, about the Issuer’s financial and economic conditions as the Bondholders may reasonably request;

(v) conduct its business in a diligent and prudent manner;

(vi) not change its legal form and not make any amendment to the Articles which may result in a prejudice for the rights of the Bondholders;

(ix) comply with the disclosure and information obligations set forth by the applicable market abuse rules as well as by the rules for the operation of the Vienna MTF and Monte Titoli.

12. Prescription

Claims in respect of any other amounts payable in respect of the Bonds shall be prescribed and become void unless made within 10 (ten) years following the due date for payment thereof.

13. Further issues

14. Modifications

The Bonds and this Terms and Conditions may be amended without the consent of the Bondholders (i) to correct a manifest error or in order to modify any provision thereof in order to comply with

37 4124-2702-6476.9

applicable mandatory laws, legislation, rules and regulations and/or (ii) as the Issuer (acting reasonably) may think to be necessary, fit, desirable or appropriate or to be in its best interest provided that such amendments do not result in, or give rise to, a material prejudice to the Bondholders’ rights against the Issuer.

Without prejudice to the above, the Terms and Conditions may be modified by the Issuer following a resolution from the Bondholders’ Meeting.

Any modification shall be binding on the Bondholders and shall be promptly notified to the Bondholders in accordance with Condition 15 (Notices).

15. Notices

If appointed, all notices to the Bondholders can also be sent to the Representative of the Bondholders.

All notices to the Issuer shall be sent to the following address [email protected].

16. Meetings of Bondholders

The Bondholders may convene a Bondholders’ Meeting for the protection of common interest (the “Bondholders’ Meeting”).

All costs relating to the appointment and revocation of the Representative of the Bondholders (including the relevant fees) shall be borne by the Issuer.

In particular, the Bondholders’ Meeting may resolve on the matters described under Article 2415 of the Italian Civil Code including, inter alia:

38 4124-2702-6476.9

a) on the appointment and revocation of the representative of the Bondholders (“Representative of the Bondholders”);

b) on any amendment to the Terms and Conditions;

c) on the proposal of arrangement with creditors (concordato);

d) on the creation of a fund for expenses necessary for the protection of common interests of the Bondholders and on the relevant expenses report; and

e) on other subjects of common interest for the Bondholders.

The provisions under Articles 2415 et seq. of the Italian Civil Code shall apply to the Bondholders’ Meetings.

17. Service of the Bonds

The payment of interest and the repayment of principal of the Bonds shall be made exclusively through authorised intermediaries for Monte Titoli.

18. Trading

Application has been made to the Vienna Stock Exchange for the Bonds to be admitted to trading on the Vienna MTF as of the Issue Date.

19. Governing Law and Jurisdiction

(a) Governing law

The Bonds and any non-contractual obligations arising out of or in connection with the Bonds and/or the Terms and Conditions are governed by, and shall be construed in accordance with, Italian law.

(b) Jurisdiction

39 4124-2702-6476.9

40 4124-2702-6476.9

Annex A

Form of Quarterly Report

1. Financial KPIs

➢ Network sales: ACT vs BP vs LY ➢ Revenues: ACT VS BP VS LY ➢ Ebitda: ACT vs BP vs LY ➢ Cash Flow: cash generation or Burn, cash position > BOP e EOP

2. Operational KPIs

➢ Total Network : o AWOC : ACT vs BP vs LY o Avg Ticket : ACT vs BP vs LY o N. Nuovi clienti ACT vs LY o % ordini fatti da nuovi clienti ACT vs LY

➢ # Stores (ACT vs BP vs LY) ➢ # Cities of operation

3. Digital KPI’s a. APP: APP downloads → ACT vs LY b. Order taking : % digital (App + Web) orders/total > ACT vs LY c. Distribution : % Turnover in delivery/Take Away/Dine-In > ACT vs BP vs LY

4. Customer KPI’s a. NPS

41 4124-2702-6476.9

NEW VERSION

INFO MEMO in k euro 2019 2020 2021 2022 2023 2024 2025 2026 NTW Sales 9.050 9.582 13.689 20.446 36.713 52.828 72.457 94.700 Sales revenue 8.711 8.688 10.049 13.202 20.527 27.502 35.619 44.589 Contribution margin 793 1.846 1.754 2.556 5.628 7.662 10.089 12.858 EBITDA - 2.675 - 1.571 - 1.250 563 968 1.945 2.778 4.092 EBIT - 4.481 - 4.768 - 3.101 - 1.428 - 1.234 - 470 1.643 2.781 Section 4 - Comment

The Company is hereby updating its historical and projected business Plan numbers.

1)2020 : as part of the closing process of FY 2020, the Company has updated its balance sheet provisions to reflect for a number of one-off, non recurring events such as due diligence for extraordinary M&A.

2) 2021 : as the year unfolds it is becoming evident that the Company will not reach its previously disclosed sales budget. We attribute the issue to i) the significantly increased level of competition in the food delivery market with both organised chains and “mom & pop” restaurants delivering food to survive and ii) restaurants re-opening post pandemics and consumers out and about with revenge spending. This has led i) us to lower our assumptions for both orders and average ticket for the remainder of the year anticipating a longer than expected time lag before the market goes back to a more stable status and ii) a number of potential franchisees to take a more prudent “hold and see” attitude towards store openings. This will lead to a lower Ebitda results for the year.

3) 2022 and onward : the lower starting point of end 2021 and the increased difficulty to qualify professional franchisees because of the still lingering uncertainty generated by the Pandemics led the Company to review downward its new store opening pace over the next several years assuming a more prudent view. As life, the economy and business return to normality we expect to see an improvement in business and a ramp up in our growth.