IPO

Terms and Conditions

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

The admission document published in this section of the website (the “Admission Document”) has been drafted in compliance with the Issuers Regulation of Euronext Growth Milan (the “Issuers Regulation”) for the purpose of the admission of the ordinary shares of Braga Moro Sistemi di Energia S.p.A. (the “Shares” and the “Company”) on Euronext Growth Milan, a multilateral trading facility organized and managed by Borsa Italiana S.p.A.

The issuance of the Shares envisaged in the Admission Document and any other information contained herein does not constitute an “offer to the public” (offerta al pubblico), as defined by Legislative Decree No. 58 of February 24, 1998 (“Consolidated Law on Finance”), and therefore it is not mandatory to draft a prospectus in accordance with the formats provided for by Regulation (EU) 2019/980. Accordingly, the Admission Document does not constitute a prospectus, and its publication does not need to be authorized by CONSOB pursuant to Regulation (EU) 2017/1129 or any other rule or regulation governing the drafting and publication of prospectuses, pursuant to Articles 94 and 113 of the Consolidated Law on Finance, including the Issuers’ Regulation adopted by CONSOB with resolution No. 11971 of May 14, 1999, as subsequently amended and supplemented. The information contained in this section of the website is disclosed in accordance with Articles 17 and 26 of the Issuers’ Regulation.

This section of the website, the Admission Document and any other information contained herein may only be accessed by persons who: (i) are resident in Italy and/or in another country of the European Union and are not currently domiciled or located in the United States, Australia, Japan, Canada or in any other country where the distribution of the Admission Document and/or such information requires the approval of the competent local authorities, or is in breach of local rules or regulations (“Other Countries”); and (ii) are not “U.S. Persons”, according to the definition set form in Regulation S of the United States Securities Act of 1933 (the “Security Act”), as subsequently amended, nor are persons acting on their behalf or for their benefit, absent registration or an applicable exemption from the registration requirements pursuant to the Securities Act and current legislation.

“U.S. Persons” are prohibited from accessing this section of the website, from downloading, storing and/or temporarily or permanently saving the Admission Document and any other information contained in this section of the website. The information contained in this section of the website may not be copied or forwarded. For no reason and under no circumstances may the Admission Document and any other information contained in this section of the website be circulated, directly or through third parties, to persons in the conditions set forth in points (i) and (ii) above and, in particular, in the United States, Australia, Japan, Canada or Other Countries.

Regulation S of the United States Securities Act of 1933, as amended, defines as a “U.S. Person”: (a) any natural person resident in the United States; (b) “partnerships” and “corporations” incorporated and organized under the laws in force of the United States; (c) any property whose directors or managers are a “U.S. Person”; (d) trusts whose trustee is a "U.S. Person"; (e) any agency, branch or branch of a U.S. Person; (f) non-discretionary accounts (“non-discretionary accounts”); (g) other similar accounts (except estates or trusts), managed or administered fiducially on behalf of or for the benefit of a “U.S. Person”; (h) “partnerships” and “corporations” if (i) incorporated and organized under the laws of any foreign jurisdiction; and (ii) formed by a “U.S. Person” with the principal purpose of investing in securities not registered under the United States Securities Act of 1933, as amended, unless they are incorporated or organized and owned by investors accredited investors (as defined in Rule 501(a) of the United States Securities Act of 1933) who are not individuals, estates or trusts.The information contained in this website (or any other website accessed by hyperlink from this website) does not constitute an offer, solicitation of an offer or promotional activity in relation to the Shares to any citizen or entity resident in the United States, Australia, Japan, Canada or the Other Countries. In addition, the Shares of the Company are not, nor will they be, registered under the Securities Act, or with any regulatory body of any state or other jurisdiction in the United States and may not be offered or sold in the United States or to, or for the account and benefit of a U.S. Person, absent registration or express exemption from such registration requirements, or in Australia, Japan, Canada or Other Countries.

By accessing this section of the website, the Admission Document and any other information contained herein, I hereby declare under my full responsibility that I am a resident in Italy and that I am not currently domiciled or located in the United States, Australia, Japan, Canada or Other Countries and that I am not a U.S. Person as defined in Regulation S of the Securities Act.