ZF Europe Finance B.V. announces Tender Offer

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.  
  ZF North America Capital, Inc. announces Tender Offer in respect of its USD 600,000,000 6.875 per cent. notes due 2028 (Rule 144A CUSIP No.: 98877DAD7 / ISIN: US98877DAD75 and Regulation S CUSIP No.: U98737AF3 / ISIN: USU98737AF34) (unconditionally and irrevocably guaranteed by ZF Friedrichshafen AG)   in respect of its EUR 167,300,000 2.500 per cent. notes due 2027 (ISIN: XS2010039977), and EUR 800,000,000 4.750 per cent. notes due 2029 (ISIN: XS2757520965) (unconditionally and irrevocably guaranteed by ZF Friedrichshafen AG)   ZF Finance GmbH announces Tender Offer in respect of its EUR 68,900,000 2.000 per cent. notes due 2027 (ISIN: XS2338564870), EUR 265,000,000 2.250 per cent. notes due 2028 (ISIN: XS2399851901), and EUR 750,000,000 3.750 per cent. notes due 2028 (ISIN: XS2231331260) (unconditionally and irrevocably guaranteed by ZF Friedrichshafen AG)     October 26, 2026. ZF North America Capital, Inc., ZF Europe Finance B.V. and ZF Finance GmbH (each an “Offeror”, and together the “Offerors”) announce today: (i) the invitation by ZF North America Capital, Inc. to holders of its outstanding USD 600,000,000 6.875 per cent. notes due 2028 (Rule 144A CUSIP No.: 98877DAD7 / ISIN: US98877DAD75 and Regulation S CUSIP No.: U98737AF3 / ISIN: USU98737AF34) (the “2028 USD Notes”) issued by ZF North America Capital, Inc. and unconditionally and irrevocably guaranteed by ZF Friedrichshafen AG to tender these notes for purchase by ZF North America Capital, Inc. for cash up to the Maximum Acceptance Amount (as defined below), provided that ZF North America Capital, Inc. will only accept for purchase up to USD 200 million aggregate principal amount of 2028 USD Notes (the “2028 USD Notes Cap”); (ii) the invitation by ZF Europe Finance B.V. to holders of its outstanding EUR 167,300,000 2.500 per cent. notes due 2027 (ISIN: XS2010039977) (the “2.500% 2027 Notes”) and EUR 800,000,000 4.750 per cent. notes due 2029 (ISIN: XS2757520965) (the “4.750% 2029 Notes”) issued by ZF Europe Finance B.V. and unconditionally and irrevocably guaranteed by ZF Friedrichshafen AG to tender these notes for purchase by ZF Europe Finance B.V. for cash up to the Maximum Acceptance Amount (as defined below); and (iii) the invitation by ZF Finance GmbH to holders of its outstanding EUR 68,900,000 2.000 per cent. notes due 2027 (ISIN: XS2338564870) (the “2.000% 2027 Notes”), EUR 265,000,000 2.250 per cent. notes due 2028 (ISIN: XS2399851901) (the “2.250% 2028 Notes”) and EUR 750,000,000 3.750 per cent. notes due 2028 (ISIN: XS2231331260) (the “3.750% 2028 Notes”) issued by ZF Finance GmbH and unconditionally and irrevocably guaranteed by ZF Friedrichshafen AG to tender these notes for purchase by ZF Finance GmbH for cash up to the Maximum Acceptance Amount (as defined below); (each note under (i), (ii) and (iii) a “Note” and together the “Notes”, each series of the Notes a “Series”, and each of the invitations by the Offerors in respect of a Series under (i), (ii) and (iii) a “Tender Offer” and together, the “Tender Offers”). The Tender Offers are being made on the terms and subject to the New Financing Condition (as defined herein), and the other conditions contained in a tender offer memorandum dated October 26, 2026 (the “Tender Offer Memorandum”) prepared by the Offerors and are subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum. Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from the Tender and Information Agent as set out below. Capitalized terms used in this announcement but not defined herein have the meanings given to them in the Tender Offer Memorandum.   Summary of the Tender Offer The following table sets forth some of the terms of the Tender Offer:

Priority of Acceptance	Issuer of Notes / Offeror	Title of Security	Maturity Date	CUSIP No./ISIN	Initial Aggregate Principal Amount	Aggregate Principal Amount Outstanding	Tender Offer Consideration(1)	Maximum Acceptance Amount(2)
1 (up to the 2028 USD Notes Cap)	ZF North America Capital, Inc.	6.875% Notes due 2028 (the “2028 USD Notes”)	April 14, 2028	98877DAD7 / US98877DAD75 (Rule 144A) and U98737AF3 / USU98737AF34 (Regulation S)	$600,000,000	$600,000,000	101.65%(3)	Up to an amount equal to the aggregate principal amount of New Notes issued in the concurrent offer by ZF NA, subject to up to $200 million with respect to the 2028 USD Notes.
2	ZF Finance GmbH	2.250% Notes due 2028 (the “2.250% 2028 Notes”)	May 3, 2028	XS2399851901	€500,000,000	€265,000,000	97.25%(4)
3	ZF Finance GmbH	3.750% Notes due 2028 (the “3.750% 2028 Notes”)	September 21, 2028	XS2231331260	€750,000,000	€750,000,000	99.20%(4)
4	ZF Europe Finance B.V.	4.750% Notes due 2029 (the “4.750% 2029 Notes”)	January 31, 2029	XS2757520965	€800,000,000	€800,000,000	99.80%(4)
5	ZF Finance GmbH	2.000% Notes due 2027 (the “2.000% 2027 Notes”)	May 6, 2027	XS2338564870	€500,000,000	€68,900,000	99.35%(4)
6	ZF Europe Finance B.V.	2.500% Notes due 2027 (the “2.500% 2027 Notes”)	October 23, 2027	XS2010039977	€600,000,000	€167,300,000	98.70%(4)

Accrued Interest will be paid in addition to the Tender Offer Consideration (rounded to the nearest €0.01 or $0.01, as applicable, with €0.005 or $0.005 rounded upwards). To determine whether the Maximum Acceptance Amount has been reached on the Expiration Time, the Offerors will convert the principal amount of Euro Notes of each series that has been tendered into U.S. dollars using the applicable exchange rates, at 5:00 p.m. New York City time at the Expiration Time, as reported on the Bloomberg screen page “BFIX” (or, if such screen is unavailable, a generally recognized source for currency quotations selected by the Dealer Managers with quotes as of a time as close as reasonably possible). The Tender Offer Consideration for the 2028 USD Notes will correspond to $1,016.5 for each $1,000 principal amount of 2028 USD Notes validly tendered and accepted for purchase by ZF NA. The Tender Offer Consideration per Note for each series of Euro Notes will correspond to a Euro amount equal to the percentage of the principal amount of each Note validly tendered and accepted for purchase by ZF Finance or, as applicable, ZF Europe Finance.   Purpose of the Tender Offer The purpose of the Tender Offer is to proactively manage ZF Friedrichshafen AG’s and its consolidated subsidiaries’ (the “Group”) upcoming debt maturities and extend the Group’s debt maturity profile, in conjunction with the concurrent issuance of the New Notes (as defined herein) by ZF North America Capital, Inc., by purchasing up to the Maximum Acceptance Amount of outstanding Notes, subject, in the case of the 2028 USD Notes, to the 2028 USD Notes Cap. Notes purchased by the Offerors pursuant to the Tender Offer are expected to be cancelled and will not be re-issued or re-sold. Tender Offer Consideration Each Offeror, failing whom ZF Friedrichshafen AG (on behalf of ZF North America Capital, Inc., ZF Europe Finance B.V. and ZF Finance GmbH, as applicable), will pay the tender offer considerations set out above in “Summary of the Tender Offer” (each a “Tender Offer Consideration” and together the “Tender Offer Considerations”), in each case on the Settlement Date (as defined below). Accrued Interest Each Offeror, failing whom ZF Friedrichshafen AG (on behalf of ZF North America Capital, Inc., ZF Europe Finance B.V. and ZF Finance GmbH), will pay an amount in cash (rounded to the nearest EUR/USD 0.01, with EUR/USD 0.005 rounded upwards) equal to the Accrued Interest on the respective Note validly tendered for purchase by a Holder and accepted by the respective Offeror (the “Accrued Interest Payment”) on the Settlement Date (as defined below). “Accrued Interest” means interest accrued and unpaid on the respective Note from (and including) the interest payment date immediately preceding the Settlement Date to (but excluding) the Settlement Date, determined in accordance with the terms and conditions of the respective Note. Amount subject to the Tender Offer The Offerors intend to accept validly tendered Notes for purchase up to the Maximum Acceptance Amount, provided that 2028 USD Notes will only be accepted up to the 2028 USD Notes Cap, subject to the New Financing Condition (as defined herein). The “Maximum Acceptance Amount” will be an aggregate principal amount of Notes equal to the aggregate principal amount of the New Notes issued (the principal amount of the Euro Notes being converted into U.S. dollars at the Expiration Time as described below). If Notes are validly tendered such that the aggregate principal amount of Notes tendered exceeds the Maximum Acceptance Amount, the Offerors will accept for purchase only the Maximum Acceptance Amount. In addition, ZF North America Capital, Inc. will accept 2028 USD Notes only up to the 2028 USD Notes Cap. Tendered Notes of a given series will not be accepted if the aggregate principal amount of Notes that shall be accepted for purchase (taking into account the 2028 USD Notes Cap) of all series with a higher priority of acceptance exceeds the Maximum Acceptance Amount, and tendered Notes of a given series will be subject to proration if the aggregate principal amount of tendered Notes of that series, taken together with the aggregate principal amount of Notes of all series with a higher priority of acceptance than that series that shall be accepted (taking into account the 2028 USD Notes Cap), exceeds the Maximum Acceptance Amount or, in the case of the 2028 USD Notes, the 2028 USD Notes Cap. In no event shall the Offerors be obligated to purchase an aggregate principal amount of Notes exceeding the Maximum Acceptance Amount or ZF North America Capital, Inc. an aggregate principal amount of 2028 USD Notes exceeding the 2028 USD Notes Cap. The relevant Offerors reserve the right to increase or decrease the Maximum Acceptance Amount and/or the 2028 USD Notes Cap in their sole discretion, though there can be no assurance that they will exercise such right. The Offerors will announce the Maximum Acceptance Amount following the pricing of the New Notes. To determine whether the Maximum Acceptance Amount has been reached on the Expiration Time, the Offerors will convert the principal amount of Euro Notes of each series that has been tendered into U.S. dollars using the applicable exchange rates, at 5:00 p.m. New York City time at the Expiration Time, as reported on the Bloomberg screen page “BFIX” (or, if such screen is unavailable, a generally recognized source for currency quotations selected by the Dealer Managers with quotes as of a time as close as reasonably possible). Proration and Scaling Factor In the event that the aggregate principal amount of Notes validly tendered at or before the Expiration Time exceeds the Maximum Acceptance Amount, or, in the case of the 2028 USD Notes, the 2028 USD Notes Cap, proration shall be determined in accordance with the priority of acceptance and terms set forth in the Tender Offer Memorandum, and any such proration will be effected by applying the Scaling Factor as described in “The Terms of the Tender Offer—Proration and Scaling Factor” of the Tender Offer Memorandum. If, at the Expiration Time, the aggregate principal amount of Notes validly tendered is less than the Maximum Acceptance Amount or, in the case of the 2028 USD Notes, the 2028 USD Notes Cap, the Offerors expect to accept for purchase all Notes validly tendered at or before the Expiration Time without proration and in accordance with the priority of acceptance and terms set forth in the Tender Offer Memorandum. Any proration and Scaling Factor will be announced on the Results Announcement Date. Acceptance of Tender Offer The Offerors are under no obligation to accept for purchase any Notes tendered pursuant to any Tender Offer. The acceptance for purchase by the Offerors of Notes tendered pursuant to a Tender Offer is at the sole and absolute discretion of the Offerors and tenders may be rejected by the Offerors for any reason. New Financing Condition ZF North America Capital, Inc. announced on October 26, 2026 its intention to issue new USD-denominated senior notes guaranteed by ZF Friedrichshafen AG (the “New Notes”), subject to market conditions. Whether the Offerors will accept for purchase any relevant Notes validly tendered in the Tender Offer is subject to, and conditional upon, the successful completion (in the sole determination of the Offerors) of the issue of the New Notes on terms satisfactory to the Offerors on or prior to the Settlement Date (the “New Financing Condition”). New Notes Priority A Holder that validly tenders Notes, or indicates to a Dealer Manager its firm intention to tender Notes, at or prior to the pricing date of the New Notes and wishes to subscribe for New Notes may, at the sole and absolute discretion of ZF North America Capital, Inc., receive priority in the allocation of the New Notes, subject to the issue of the New Notes and such Holder making a separate application for the purchase of New Notes to such Dealer Manager (in its capacity as an initial purchaser of the New Notes) in accordance with the standard new issue procedures of such initial purchaser prior to the pricing of the New Notes, provided that such application is at the tightest final new issue pricing of the New Notes. Holders who register their interest after the pricing date of the New Notes (including up to the Expiration Time), or who do not tender their Notes at all, will not be eligible for the New Notes Priority. Priority of Acceptance At the Expiration Time, validly tendered Notes will only be accepted in accordance with the following priority of acceptance: first, any 2028 USD Notes validly tendered and not validly withdrawn on or before the Expiration Time, only up to the 2028 USD Notes Cap,   second, any 2.250% 2028 Notes validly tendered and not validly withdrawn on or before the Expiration Time,   third, any 3.750% 2028 Notes validly tendered and not validly withdrawn on or before the Expiration Time,   fourth, any 4.750% 2029 Notes validly tendered and not validly withdrawn on or before the Expiration Time,   fifth, any 2.000% 2027 Notes validly tendered and not validly withdrawn on or before the Expiration Time, and   sixth, any 2.500% 2027 Notes validly tendered and not validly withdrawn on or before the Expiration Time. Procedure for Tendering Notes 2028 USD Notes In order to participate in and be eligible to receive the respective Tender Offer Consideration and the Accrued Interest Payment pursuant to the relevant Tender Offer, Holders of the 2028 USD Notes must validly tender their 2028 USD Notes for purchase by delivering, or arranging to have delivered on their behalf, an agent’s message through the automated tender offer program of the DTC that is received by the Tender and Information Agent by 5:00 p.m. (New York City time) on November 2, 2026, unless extended, re-opened, amended and/or terminated as provided in the Tender Offer Memorandum (the “Expiration Time”). The 2028 USD Notes may only be tendered in minimum principal amounts of USD 150,000 and integral multiples of USD 1,000 thereafter. See “Procedures for Tendering Notes” in the Tender Offer Memorandum for further information. Euro Notes In order to participate in and be eligible to receive the respective Tender Offer Consideration and the Accrued Interest Payment pursuant to the relevant Tender Offer, Holders must validly tender their Notes for purchase by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender and Information Agent by the Expiration Time. Tender Instructions must be submitted in respect of a principal amount of EUR 100,000 and integral multiples of EUR 100,000 thereafter. See “Procedures for Tendering Notes” in the Tender Offer Memorandum for further information. A separate Tender Instruction should be submitted on behalf of each beneficial owner of Notes. If the Tender Offer is terminated at any time, the Notes tendered will be promptly returned to the tendering Holders. Expected Timetable of Events The following sets out the expected times and dates of the key events relating to the Tender Offer. The times and dates below are indicative only. This timetable is subject to change and the times and dates may (subject to applicable law) be extended, reopened, or amended by the respective Offeror, or the Tender Offer terminated, in each case in accordance with the terms of the Tender Offer as described in the Tender Offer Memorandum. Accordingly, the actual timetable may differ significantly from the timetable below.

Date	Calendar Date and Time	Event
Commencement of the Tender Offer	October 26, 2026.	Commencement and announcement of the Tender Offer on the terms and subject to the conditions set forth in the Tender Offer Memorandum. The Tender Offer Memorandum is made available from the Tender and Information Agent and on the Tender Offer Website.
Pricing of the New Notes	Expected to be prior to the Expiration Time.	The last date and time for the Holders to express their interest for priority in the allocation of the New Notes. See “The Terms of the Tender Offer—New Notes Priority.”
Announcement of the Maximum Acceptance Amount	As soon as reasonably practicable after the pricing of the New Notes and on or before the Expiration Time	The announcement of the Maximum Acceptance Amount. See “The Terms of the Tender Offer—Maximum Acceptance Amount and the 2028 USD Notes Cap.”
Expiration Time	5:00 p.m., New York City time, on November 2, 2026, unless extended or earlier terminated by the Offerors.	The last date and time for Holders to tender Notes pursuant to the Tender Offer (subject to such tender being validly received by the Tender and Information Agent before such time). If a broker, dealer, bank, custodian, trust company or other nominee or other Intermediary holds Notes of any Holder, such Intermediary may have earlier deadlines for accepting the Tender Offer than at or prior to the Expiration Time. Each Holder should promptly contact its broker, dealer, bank, custodian, trust company or other nominee that holds its Notes to determine its deadline or deadlines. To determine whether the Maximum Acceptance Amount has been reached on the Expiration Time, the Offerors will convert the principal amount of Euro Notes of each series that has been tendered into U.S. dollars using the applicable exchange rates, at 5:00 p.m. New York City time at the Expiration Time, as reported on the Bloomberg screen page “BFIX” (or, if such screen is unavailable, a generally recognized source for currency quotations selected by the Dealer Managers with quotes as of a time as close as reasonably possible).
Results Announcement Date	On or around November 3, 2026.	The Offerors will announce (i) the principal amount of the relevant series of Notes accepted for purchase, (ii) whether conditions to the Tender Offer, including the New Financing Condition, have been, or are expected to be, satisfied or waived (as applicable), and (iii) any other results of the Tender Offer, including any proration and Scaling Factor (as may be applicable) and the aggregate principal amount of Notes that will remain outstanding following completion of the Tender Offer.
Settlement Date	The Settlement Date will be the closing date of the New Notes Offering, assuming the conditions to the Tender Offer (including the New Financing Condition) have been either satisfied or waived. The Offerors currently expect the Settlement Date to be on or about November 4, 2026.	Subject to the satisfaction or waiver of the remaining conditions to the Tender Offer, the date on which the Holders will be paid the Tender Offer Consideration plus Accrued Interest, in respect of all Notes validly tendered and accepted for purchase at or prior to the Expiration Time. All Notes accepted for purchase, whether tendered at or prior to, or after, the pricing date of the New Notes, will also be settled on the Settlement Date.

Holders are advised to check with any bank, securities broker, custodian or other Intermediary through which they hold Notes when such Intermediary would require the receipt of instructions from a Holder in order for that Holder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Tender Offer before the deadlines specified above. The deadlines set by any such Intermediary and each Clearing System for the submission of a Tender Instruction will be earlier than the relevant deadlines specified above. Announcements   Unless stated otherwise, announcements in connection with the Tender Offer will be made by the Offerors by the delivery of notices to the Clearing Systems for communication to Direct Participants. Such announcements may also be made by the issue of a press release to a notifying news service and on the Luxembourg Stock Exchange website (www.luxse.com). Such announcements may also be displayed on the Informa IGM Screen Insider service. Copies of all such announcements, press releases and notices can also be obtained upon request from the Tender and Information Agent, the contact details for which are set out below. Significant delays may be experienced where notices are delivered to the Clearing Systems and Holders are urged to contact the Tender and Information Agent for the relevant announcements during the Tender Offer. In addition, Holders may contact the Dealer Managers for information using the contact details set out below. Holders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for, participating in any Tender Offer. Further Information Questions and requests for assistance in connection with (i) the Tender Offer may be directed to the Dealer Managers, and (ii) the delivery of Tender Instructions may be directed to the Tender and Information Agent, the contact details for each of which are set out below: THE DEALER MANAGERS  

TENDER AND INFORMATION AGENT Kroll Issuer Services Limited The News Building 3 London Bridge Street London SE1 9SG United Kingdom Telephone: +44 20 7704 0880 Attention: Owen Morris Email: zf@is.kroll.com Tender Offer Website: https://deals.is.kroll.com/zf

    Disclaimer   This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire or exchange any notes is being made pursuant to this announcement. This announcement and the Tender Offer Memorandum contain important information, which must be read carefully before any decision is made with respect to the Tender Offer. If any Holder is in any doubt as to the action it should take, it is recommended to seek its own legal, tax and financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the Tender Offer. None of the Offerors, the Dealer Managers, the Tender and Information Agent, or any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether Holders should participate in the Tender Offer. This announcement does not constitute an offer of securities for sale in the United States. The securities referred to herein may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act. There will be no public offer of the securities in the United States. Offer and Distribution Restrictions This announcement, the Tender Offer Memorandum and any related documents do not constitute an offer to buy or a solicitation or an invitation to offer to sell Notes in any jurisdiction in which, or to or from any persons to or from whom, such solicitation or invitation is unlawful, and invitations for offers to sell will not be accepted from Holders located or resident in any jurisdiction in which such solicitation or offer is unlawful. In those jurisdictions where the securities or other laws require the Tender Offer to be made by a licensed broker or dealer, any actions in connection with the Tender Offer shall be deemed to be made on behalf of the Offerors by one or more registered brokers or dealers licensed under the laws of such jurisdiction. In addition to the representations referred to below in respect of the United States, Italy, the United Kingdom, France and Belgium, each Holder participating in the Tender Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in the section of the Tender Offer Memorandum entitled “Procedures for Tendering Notes.” Any tender of Notes for purchase pursuant to the Tender Offer from a Holder that is unable to make these representations will not be accepted. Each of the Offerors, the Dealer Managers and the Tender and Information Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Tender Offer, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Offerors determine (for any reason) that such representation is not correct, such tender of Notes shall not be accepted. United States Each Holder participating in the Tender Offer will represent that (1) if it is located in the United States, it is either a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or an institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act for informational use solely in connection with their consideration of the Tender Offer, or (2) if it is located outside the United States, (i) it is not participating in the Tender Offer from the United States (including its territories and possessions) and it is not a U.S. person, or (ii) it is acting on a non-discretionary basis for a principal located outside the United States (including its territories and possessions) that is not giving an offer to participate in the Tender Offer from the United States (including its territories and possessions) and who is not a U.S. person. Italy None of the Tender Offer, the Tender Offer Memorandum or any other documents or materials relating to the Tender Offer have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (“CONSOB”) pursuant to Italian laws and regulations. The Tender Offer is being carried out in the Republic of Italy (“Italy”) as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of February 24, 1998, as amended (the “Financial Services Act”) and article 35-bis, paragraph 4, of CONSOB Regulation No. 11971 of May 14, 1999, as amended. Holders or beneficial owners of the Notes may tender their Notes in the Tender Offer through authorized intermediaries (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of February 15, 2018, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority. Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Tender Offer. United Kingdom The communication of the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer are not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (i) persons who have professional experience in matters relating to investments, being investment professionals as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”); (ii) persons who fall within Article 43(2) of the Financial Promotion Order, including existing members and creditors of the Offerors; (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Financial Promotion Order; or (iv) any other persons to whom these documents and/or materials may lawfully be communicated in accordance with the Financial Promotion Order. France The Tender Offer is not being made, directly or indirectly, to the public in the Republic of France (“France”). Neither the Tender Offer Memorandum nor any other document or material relating to the Tender Offer has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) with the exception of individuals, acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, are eligible to participate in the Tender Offer. Neither the Tender Offer Memorandum nor any other offering material relating to the Tender Offer has been or will be submitted for clearance to the Autorité des marchés financiers. Belgium The Tender Offer does not constitute a public offering within the meaning of Articles 3, §1, 1° and 6, §1, of the Belgian Law of April 1, 2007 on public takeover bids, as amended or replaced from time to time (the “Belgian Takeover Law”). The Tender Offer is exclusively conducted under applicable private placement exemptions and has therefore not been, and will not be, notified to, and neither the Tender Offer Memorandum nor any other document or material relating to the Tender Offer has been, or will be, approved by the Belgian Financial Services and Markets Authority (Autorité des services et marchés financiers / Autoriteit voor financiële diensten en markten). Accordingly, the Tender Offer, the Tender Offer Memorandum, any memorandum, information circular, brochure or any similar documents relating to the Tender Offer may not be advertised, offered or distributed, directly or indirectly, to any person located and/or resident in Belgium other than to persons who qualify as “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended (the “Prospectus Regulation”), as referred to in Article 6, §3 of the Belgian Takeover Law, and who are acting for their own account, or in other circumstances which do not constitute a public offering in Belgium pursuant to the Belgian Takeover Law. The Tender Offer Memorandum has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Tender Offer. Accordingly, the information contained in the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.