TERMS AND CONDITIONS
In order to access this section of the website it is necessary to read and acceptthe information below, which the reader must carefully evaluate before reading,access or use in any other way the information provided below. By logging into this section of the website, you agree to be subject to the terms and conditions of
listed below, which could be modified or updated (and, for this reason, will have tobe read in full every time it is accessed).The admission document published in this section of the website (“Document of
Admission ") was drawn up in compliance with the issuer regulation of the systemmultilateral trading facility called “AIM Italia” (respectively, “AIM Italia” and"AIM Issuers Regulation") for the purposes of admission of ordinary shares and "WarrantsELES 2019-2024 "(the" Financial Instruments ") of ELES SpA (the" Company ") on this systemtrading multilateral organized and managed by Borsa Italiana SpAThe offer of financial instruments contemplated in the Admission Document and any otherinformation contained in the following pages does not constitute an "offer to the public",
as defined by the Legislative Decree 24 February 1998, n. 58 (the "TUF"), and therefore notit is necessary to draw up a prospectus according to the schemes envisaged byCommunity Regulation 809/2004 / EC. The Admission Document does not constitute
therefore a prospectus and its publication must not be authorized by CONSOB aipursuant to the Community Directive n. 2003/71 / EC or any other standard or regulationgoverning the preparation and publication of prospectuses pursuant to articles 94and 113 of the TUF, including the issuer regulation adopted by CONSOB with resolution no.11971 of May 14, 1999, as subsequently amended and supplemented. The informationcontained in this section of the website are disseminated in accordance with articles 17 and 26
of the AIM Issuers' Regulation.
This section of the website, the Admission Document and any other informationcontained in the following pages are accessible only by subjects who: (i) are resident inItaly and who are neither domiciled nor currently located in the United Statesof America, Australia, Japan, Canada as well as in any other country in which the diffusion
of the Admission Document and / or such information requires the approval of the
competent local Authorities or is in violation of local laws or regulations ("Other Countries");and (ii) are not "US Person", as defined in the RegulationS of the United States Securities Act of 1933, as subsequently amended, nor are theysubjects who act on their behalf or for their benefit without the existence of a specific oneregistration or a specific exemption from registration under United
States Securities Act and current legislation.The "US Person" in the sense indicated above is precluded from any possibility of access to thethis section of the website, for temporary downloads, storage and / or saving
validity of the Admission Document and any other information contained hereinsection of the website. The information contained in this section of the website does notthey can be copied or forwarded. For no reason and under no circumstances is itallowed to circulate, directly or through third parties, the Admission Document and any other
information contained in this section of the website to subjects who are in theconditions referred to in points (i) and (ii) of the preceding paragraph and, in particular, in the United States,in Australia, Japan, Canada or other countries.
The information contained on this website (or on any other site with which thiswebsite has hyperlinks) do not constitute an offer, invitation to offer or activitypromotional in relation to the Financial Instruments to any citizen or person
resident in the United States, Australia, Japan, Canada or the Other Countries. Furthermore, theFinancial Instruments of the Company are not, and will not be, subject to registration pursuant toof the United States Securities Act of 1993, as amended, or with any authority
regulations of any state or other jurisdiction of the United States and may not beoffered or sold in the United States or to, or on behalf and for the benefit of, a "US Person",as defined below, in the absence of the aforementioned registration or express exemption from such
fulfillment, or in Australia, Japan, Canada or Other Countries.Regulation S of the United States Securities Act of 1933, as subsequentlyamended, defines as "US Person": (a) any natural person resident in the States
United; (b) the “partnerships” and the “corporations” constituted and organized according to the legislationin force in the United States; (c) any property whose directors or managers are a “US
Person “; (d) trusts whose trustee is a "US Person"; (e) any agency, branch or branchof a person based in the United States; (f) non-discretionary accounts("Non-discretionary accounts"); (g) other similar accounts (except property or trust), managed or
administered in trust on behalf of or for the benefit of a "US Person"; (h) le
"Partnerships" and "corporations" if (i) constituted and organized under the laws of anyforeign jurisdiction; and (ii) consisting of a "US Person" with the main objective ofinvest in securities not registered under the United States Securities Act of 1933, such as
subsequently amended, unless they are established or organized and owned byaccredited investors (as defined in the Rule
501 (a) of the United States Securities Act of 1933) that are not individuals, propertyor trust.
To access this section of the website, the Admission Document and eachother information contained in the following pages, I declare under my fullresponsibility to be resident in Italy and not to be domiciled or to find mecurrently in the United States of America, Australia, Japan, Canada or Other Countries
and not to be a "US Person" as defined in United States Regulation SSecurities Act of 1933, as subsequently amended.


TERMS AND CONDITIONS
To be able to access this section of the website you must read and accept the informationgiven below, that the reader must carefully assess before reading, accessing, or using theinformation provided below in any other way. By accessing this section of the website, you
agree to be subject to the terms and conditions hereafter, which may be modified or updated(and, for this reason, must be read completely every time that you access it).The admission document posted on this section of the website ("Admission Document")was drawn up in compliance with the issuer regulations of the multilateral trading facility"AIM Italia" (respectively "AIM Italia" and the "AIM Issuer Regulations") for the purposes of
admission of the ordinary shares and the “Warrant ELES 2019-2024” (the “FinancialInstruments ") of ELES SpA (the" Company ") on such multilateral trading facilityorganized and managed by Borsa Italiana SpAThe offering of financial instruments contemplated in the Admission Document and any
other information on these pages shall not constitute a “public offer” as defined by
Legislative Decree 24 February 1998, no. 58 ("TUF"), and therefore it was not necessary thedrawing up of a prospectus according to the models required by EU Regulation809/2004 / EC. The Admission Document therefore shall not be construed as prospectus and
publication need not to be authorized by CONSOB as set forth in EU Directive no.
2003/71 / EC or any other standard or regulation governing drawing up and publishing offinancial prospectuses as set forth in article 94 and 113 of TUF, including the issuerregulations adopted by CONSOB with resolution no. 11971 of 14 May 1999 as amended and
supplemented. The information on this section of the website is disclosed in compliance witharticles 17 and 26 of the AIM Issuer Regulations.
This section of the website, the Admission Document, and any other information on thepages below is accessible only to parties that: (i) reside in Italy and are neither domiciled norin any event are currently in the United States of America, Australia, Japan, Canada, or in
any other country where the dissemination of the Admission Document and / or suchinformation requires the approval of the competent local authorities or breaks local laws or
regulations ("Other Countries"); and (ii) are not "US Persons", according to the definitionin Regulation S of the United States Securities Act of 1933 as amended, nor are parties thatact on their behalf or to their benefit without the existence of a designated registration or aspecific exemption to registration required as set forth in the United States Securities Act
and the current legislation.The “US Persons” in the sense indicated above are barred from any access to this section
of the website, downloads, memorization and / or temporary or permanent saving of theAdmission Document and any other information on this section of the website. Theinformation on this section of the website may not be copied or sent. For no reason andunder no circumstances shall it be allowed to send — either directly or through third parties—the Admission Document or any other information on this section of the website to parties in
the conditions under points (i) and (ii) of the paragraph above, and specifically, in the UnitedStates, Australia, Japan, Canada, or the Other Countries.
The information on this website (or on any other website that this website has hyperlinks to)shall not constitute an offer, invitation to offer, or promotional activity for the FinancialInstruments for any citizen or party residing in the United States, Australia, Japan, Canada,
or the Other Countries. Moreover, the Financial Instruments of the Company are not - norshall they be - registered as set forth in the United States Securities Act of 1933 and asamended, or with any other regulation authority of any state or other jurisdiction of theUnited States and shall not be offered or sold in the United States or to, or on behalf orbenefit of, a “US Person” as defined herein, in the absence of the above-said registration or
express exemption from this obligation, or in Australia, Japan, Canada, or in Other
Countries.
Regulation S of the United States Securities Act of 1933 and as amended defines a “USPerson ”as: (a) any natural person residing in the United States; (b) "partnerships" and“Corporations” incorporated and organized according to the current legislation in the United
States; (c) any property whose administrators or managers are a "US Person"; (d) thetrusts whose trustees are a "US Person"; (e) any agency or branch of a party seated in theUnited States; (f) "non-discretionary accounts"; (g) other similar accounts (except forproperty or trusts), managed or administered in trust on behalf of or to the benefit of a “US
Person "; (h) “partnerships” and “corporations” if (i) incorporated and organized according to
the laws of any foreign jurisdiction; and (ii) incorporated by a “US Person” with the mainobjective of investing in securities not registered as set forth in the United States Securities
Act of 1933 and as amended unless they were incorporated or organized and held byaccredited investors (according to the definition in Rule 501 (a) of the United StatesSecurities Act of 1933) that are not natural persons, property, or trusts.
To access this section of the website, the Admission Document, and any other informationon the following pages, I state, under my full responsibility, to be a resident in Italy andneither to be domiciled nor to currently be in the United States, Australia, Japan, Canada, or
the Other Countries, and not to be a “US Person” as defined in Regulation S of the UnitedStates Securities Act of 1933 and as amended.
ACCEPT THE TERMS AND VIEW THE ADMISSION DOCUMENT
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