N+V AG

29.11.2023 - 13:30:03

Announcement regarding N+V AG's voluntary public tender offer to the holders of SFP ISIN IT0005422925 issued by Astaris S.p.A. (formerly Astaldi S.p.A.)

N+V AG / Key word(s): Corporate Action/Acquisition

29.11.2023 / 13:30 CET/CEST

N+V AG Registered office at Schochenmühlestrasse 4, 6340 Baar, Switzerland Registered in the Commercial Register of the Canton of Zug (Switzerland) under No. CHE-366.529.445 * * * * * Baar, 29 November 2023 RE: Announcement regarding the voluntary public tender offer (the "Offer") launched by N+V AG, with registered office at Schochenmühlestrasse 4, 6340 Baar, Switzerland ("Offeror") on 2 November 2023 on maximum nos. 200,000,000 participating financial instruments with ISIN IT0005422925 (the "SFPs") issued by Astaris S.p.A. (formerly Astaldi S.p.A.), for a price of 2.5 euro cent per SFP. Reference is made to the captioned Offer, as described in more details in the document published by the Offeror on its website at the address www.nv.ag, in section "Purchase offer to security holders of Astaris SpA - Astaldi SpA - Deadline: 30.11.23" (the "Offer Document"). We hereby give notice that the Offeror has decided to make the following changes to the Offer: • the acceptance period for the Offer, which started on 2 November 2023 and is currently set to expire at 6.00 p.m. (CET) on 30 November 2023 is extended until 5.00 p.m. (CET) on 20 December 2023;

• the maximum number of SFPs that can be tendered in the Offer is increased by further 20,000,000 SFPs and is therefore equal to nos. 220,000,000 SFPs;

• starting from 1 December 2023, acceptances in the Offer will be coordinated and managed by Equita SIM S.p.A., with registered office in Via Turati 9, 20121 Milan, Italy ("Equita"), as intermediary appointed by the Offeror for the coordination and the collection of acceptances during the period comprised between 9.00 a.m. (CET) of 1 December and 5.00 p.m. (CET) of 20 December 2023 (the "Extended Acceptance Period");

• the payment date of the SFPs tendered in the Offer during the Extended Acceptance Period is 28 December 2023, unless the Extended Acceptance Period is postponed;

• in case acceptances in the Offer during the Extended Acceptance Period are for a total number of SFPs exceeding the maximum amount of SFPs that can be tendered in the Offer, a pro-rata allotment will be made. After the end of the current acceptance period (i.e., after 6.00 p.m. (CET) on November 30, 2023) but in any case before the commencement of the Extended Acceptance Period (i.e., before 9.00 a.m. (CET) on 1 December 2023) the Offeror will make available to the addressees of the Offer, by way of publication on its website www.nv.ag, a supplementary document to the Offer Document containing, inter alia, detailed information on the terms and conditions for participation in the Offer during the Extended Acceptance Period and on the terms and conditions of the allotment (as the case may be) (the "Supplementary Offer Document"). Before submitting acceptances in the Offer during the Extended Acceptance Period, holders of the SFP are invited to read the Supplementary Offer Document. Please note that: • until 6.00 p.m. (CET) on 30 November 2023, acceptances in the Offer shall be submitted, and will be accepted and settled, only and exclusively in accordance with the provisions of the Offer Document; • starting from 9.00 a.m. (CET) on 1 December 2023 and throughout the Extended Acceptance Period, acceptances in the Offer shall be submitted, and will be accepted and settled, only and exclusively in accordance with the provisions of the Supplementary Offer Document. * * * * * The Offer has been, and will continue to be, promoted exclusively in Italy and is addressed, on equal terms, to all holders of the SFPs. The Offer has not been made and will not be made or distributed in the United States of America (or addressed to U.S. Persons, as defined under the U.S. Securities Act of 1933, as amended), in Canada, in Japan, in Australia, as well as in any other country in which the diffusion of the Offer is not permitted in the absence of authorisation of the competent authorities or other fulfilments on the part of the Offeror or would result in violation of applicable laws or regulations (the "Other Countries"), nor by using means or instruments of communication or national trade or international trade of the Other Countries (including, without limitation, the post, fax, telex, electronic mail, telephone and internet), nor through any facility of any financial intermediary of the Other Countries, nor in any other manner. This announcement, as well as any subsequent document issued by the Offeror in connection with the Offer, does not constitute and may not be construed as an offer relating to securities addressed to residents in Other Countries or to U.S. Persons, as defined in the U.S. Securities Act of 1933, as amended. Participation in the Offer by persons residing in countries other than Italy may be subject to specific obligations or restrictions provided for by the applicable laws or regulations. It is the sole responsibility of the persons intending to participate in the Offer to comply with such laws and regulations and, therefore, prior to participating in the Offer such persons are required to verify the existence and applicability of such laws and regulations by consulting with their advisors. * * * * *

End of Media Release