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11-02-2024

Members of the Moratti family enter into an agreement to sell approx. 35% of Saras to Vitol

Massimo Moratti S.a.p.A. di Massimo Moratti, Angel Capital Management S.p.A., and Stella Holding S.p.A. and Vitol B.V., a company based in The Netherlands, have entered into a sale and purchase agreement pursuant to which the Moratti family has undertaken to sell to Vitol, shares of Saras S.p.A. representing approx. 35% of Saras’s corporate capital, at a price per share equal to €1.75/share.

Under the SPA and subject to fulfilment of certain circumstances set forth therein, ACM has undertaken to sell to Vitol the shares of Saras (if any) that ACM may be entitled to receive under the existing funded collar derivative contract, covering approx. 5% of Saras’s corporate capital.

If a dividend distribution is resolved and paid by Saras before the closing date of the Transaction, the Price per Share will be reduced accordingly.

Completion of the Transaction is exclusively subject to obtaining the required regulatory approvals (i.e., the clearances under the EU foreign subsidies regulation, the EU antitrust regulation and the Golden Power framework).

Upon the closing, the entire stake owned by the Moratti family in Saras will be transferred to Vitol. This will trigger a mandatory tender offer for the outstanding share capital of Saras, which will be launched by Vitol at the same Price per Share (i.e., €1.75/share), as may be adjusted in case of dividend distribution occurring before closing of the Transaction. The goal of the MTO is to achieve a delisting from the Milan Stock Exchange, which may also be achieved through delisting merger should the required conditions be met.

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