Prospectus

MTA Share Price 2018

In order to access this section of the website, it is necessary to read and accept the following policy, which the reader must closely assess before reading, accessing or using the information provided below in any other manner.

By accessing this section of the website, you accept the following terms and conditions, which may be amended or updated (and, for this reason, must be read in full every time you access the site).

The Prospectus published in this section of the website (the “Prospectus”) has been prepared pursuant to the implementing regulations of Italian Legislative Decree no. 58 of 24 February 1998 regarding the discipline of issuers, adopted by CONSOB with resolution no. 11971 of 14 May 1999, as subsequently amended and supplemented, and to Article 3 of Regulation (EC) no. 809/2004 of the European Commission of 29 April 2004, containing the application methods of the Directive 2003/71/EC, as subsequently amended and supplemented for the purposes of admitting ordinary shares and warrants (the “Financial Instruments”) of GPI S.p.A. (the “Company”) on the Mercato Telematico Azionario (MTA, screen-based stock exchange), organised and managed by Borsa Italiana S.p.A.

There is no offer of Financial Instruments to the public; therefore, the Prospectus does not constitute a statement of offer.

This section of the website, the Prospectus and any other information contained in the following pages can only be accessed by individuals who: (i) are residents of Italy and who are not domiciled or in any case currently located in the United States of America, Australia, Japan, Canada or any other country where the distribution of the Prospectus and/or this information requires the approval of the local competent authorities or is in violation of local standards and regulations (“Other Countries”); and (ii) are not “US persons” according to the definition in Regulation S of the United States Securities Act of 1933, as subsequently amended, nor who act on their behalf or for their benefit without specific registration or specific exemption from registration required pursuant to the United States Securities Act and legislation in force.

“US persons” in the above sense are not permitted to access this section of the website, to download, temporarily or permanently store or save the Prospectus or any other information contained in this section of the website. The information contained in this section of the website must not be copied or forwarded. For no reason and under no circumstances is it permitted to circulate, directly or through third parties, the Prospectus and any other information contained in this section of the website to subjects that meet the conditions under points (i) and (ii) of the previous paragraph, and in particular, in the United States, Australia, Japan, Canada or Other Countries.

The information contained in this website (or in any other site connected to this website through hyperlinks) does not represent an offer, invitation to offer or promotional activity in relation to the Financial Instruments towards any citizen or subject residing in the United States, Australia, Japan, Canada or Other Countries. Additionally, the Financial Instruments of the Company are not, and shall not, be subject to registration pursuant to the United States Securities Act of 1993, as amended, either with a regulatory authority of any state or other jurisdiction of the United States and must not be offered or sold in the United States to, on behalf of or for the benefit of a “US person”, as defined above, without the afore-mentioned registration or express exemption from this obligation, or in Australia, Japan, Canada or Other Countries.

Regulation S of the United States Securities Act of 1933, as subsequently amended, defines a “US person” as: (a) any natural person resident of the United States; (b) partnerships or corporations incorporated or organised under the existing laws of the United States; (c) any estate of which any executor or administrator is a “US person”; (d) trusts of which the trustee is a “US person”; (e) any agency, branch or office of a subject that has offices in the United States; (f) non-discretionary accounts; (g) other similar accounts (other than estates or trusts) managed or administrated by a fiduciary on behalf of or for the benefit of a “US person”; (h) partnerships or corporations if (i) incorporated or organised under the laws of any foreign jurisdiction; and (ii) formed by a “US person” with the principal objective of investing in securities not registered under the United States Securities Act of 1933, as subsequently amended, unless they are incorporated or organised and held by accredited investors (according to the definition in Rule 501(a) of the United States Securities Act of 1933) who are not natural persons, estates or trusts.

In order to access this section of the website, the Prospectus and any other information contained in the following pages, I declare under my full responsibility, to be a resident of Italy and not to be domiciled or to be currently living in the United States of America, Australia, Japan, Canada or Other Countries and not to be a “US person” as defined in Regulation S of the United States Securities Act of 1933, as subsequently amended.

I accept the above Terms and Conditions.

We are a big group aiming at the best