OPA promoted by ERG S.p.A.

IMPORTANT: BEFORE ACCESSING THIS SECTION OF THE WEBSITE IT IS NECESSARY TO READ THIS DISCLAIMER CAREFULLY. THE READER HAS TO CAREFULLY EXAMINE WHAT FOLLOWS BEFORE READING, ACCESSING OR USING THE INFORMATION INCLUDED HEREINAFTER IN ANY OTHER WAY. BY ACCESSING THIS SECTION, THE READER DECLARES TO BE AWARE AND ACCEPT TO BE SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
  
Voluntary public tender offer, pursuant to Article 102 of Legislative Decree 24 February 1998 No. 58 (the "Offer") promoted by ERG S.p.A. (the "Offeror") referring to all the ordinary shares of ERG Renew S.p.A. (the "Shares") not yet owned by the Offeror.

The Offer is exclusively promoted on the Italian market, as the Shares are traded only on the Mercato Telematico Azionario organized and managed by Borsa Italiana S.p.A.

Acceptance of the Offer by people or entities resident in countries other than Italy can be subject to specific obligations and legal or regulatory restrictions. It is the exclusive responsibility of the recipients of the Offer to be compliant with such provisions and, before accepting the Offer, to verify the existence and applicability of such provisions by referring to their consultants.

Only acceptances of the Offer compliant with the restrictions described below shall be admitted. Any acceptances of the Offer in breach of such restrictions shall not be considered neither valid nor effective by the Offeror.

The Offer is addressed to all the owners of the Shares on equal conditions, but it was not and it shall not be promoted in the United States of America, or in any other country subject to the jurisdiction of the United States of America (collectively the "United States of America") – it was not and it shall not be addressed to a U.S. Person (as defined by the U.S. Securities Act dated 1933, as subsequently amended) – nor it was not and it shall not be promoted in Australia, Canada, Japan and any other Countries in which this is not allowed without specific authorizations of the competent authorities (collectively the "Other Countries"), either by using the postal services or other communication or international commerce means (including therein, for example, the postal network, the fax, the telex, the e-mailing, the telephone and the internet) of the United States of America, Australia, Canada, Japan or of the Other Countries, or whatever financial intermediaries structure of the United States of America, Australia, Canada, Japan or of the Other Countries, or through any of the national regulated markets of the United States of America, Australia, Canada, Japan or of the Other Countries.

Therefore, the Offer shall not be accepted through such means, nor in any other manner, in (or from) the United States of America, Australia, Canada, Japan or in (or from) the Other Countries.

Neither copy of the offer document (the "Offer Document") nor copy of any other document which the Offeror published or shall publish in relation to the Offer was or shall be sent or in whatever manner transmitted or distributed in or from the United States of America or to a U.S. Person (as above defined), Australia, Canada, Japan or in or from the Other Countries.

Anyone who receives the Offer Document (including, by way of example and without limitation, custodians, delegates and trustees) shall not distribute it, send it (also through the postal service) in or from the United States of America, Australia, Canada, Japan and in or from the Other Countries, and shall not use the postal services and other similar means of the United States of America, Australia, Canada, Japan and of the Other Countries for any purpose related to the Offer.

Anyone who is in possession of the mentioned documents shall abstain from distributing, transmitting or sending them both in or from the United States of America, Australia, Canada, Japan and in or from the Other Countries and shall moreover abstain from using communication or international commerce means of the United States of America, Australia, Canada, Japan or of the Other Countries for any purpose related to the Offer.

The Offer Document is not and shall not be interpreted as an offer addressed to residents in the United States of America, Australia, Canada, Japan or in the Other Countries.

Copy of the documentation posted on this section of the ERG S.p.A. website "http://www.erg.it" or parts of such documentation, is not and shall not be sent, transmitted or distributed, directly or indirectly, in the United States of America or to a U.S. Person (as above defined), in Canada, Japan, Australia or in the Other Countries.

The information and the documentation posted on this section of the ERG S.p.A. website "http://www.erg.it" (or on any other website connected to this website by hypertext links) do not constitute an offer in the United States of America, Canada, Japan, Australia, or in the Other Countries. The Shares have not been registered at the competent authorities of regulation of financial markets in such Countries and may not be offered or sold, directly or indirectly, in the United States of America, Canada, Australia, Japan or in the Other Countries, without specific authorization in compliance with the applicable provisions of the local regulation of such Countries or of the Other Countries or in the absence of an exemption to the same provisions.

ERG S.p.A. has taken reasonable actions to ensure that the information on this website (other than information accessed by hypertext links) is accurate at the time of last updating of the website. Consequently, ERG S.p.A. does not accept any liability for the accuracy, completeness or updating of the information contained on this website. The information here contained can not be considered and interpreted as aimed at giving advices and/or opinions or making a recommendation and should not be relied on as the basis for any decision or action. In particular, actual results and developments may be materially different from any forecast, forward-looking statement, opinion or expectation expressed on or obtainable from this section of the website.

This website may contain certain hypertext links to other websites. ERG S.p.A. is not responsible for the contents and accepts no liability in respect of any information or opinion contained on any of such other websites.

People currently present in the United States of America and/or people who can be considered as "US Persons" (as above defined), are not permitted to access this section of the website.

Anyone who intends to examine the Offer Document and the other documents has to read carefully and be fully aware of the above information, as well as to declare and grant not to be resident in the United States of America, Canada, Japan, Australia or in one of the Other Countries, not to be a U.S. Person and to fully understand and accept all the restrictions mentioned above.

I DECLARE ON MY OWN RESPONSIBILITY I) TO BE RESIDENT IN ITALY, II) NOT TO BE A U.S. PERSON (AS DEFINED IN THE U.S. SECURITIES ACT DATED 1933, AS SUBSEQUENTLY AMENDED), III) NOT TO BE CURRENTLY IN THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA AND THE OTHER COUNTRIES, AND IV) TO HAVE EXAMINED AND TO ACCEPT ALL THE RESTRICTIONS MENTIONED ABOVE.
 

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