The Offer (or "OPS") is exclusively addressed to the holders of the Securities (the "Carriers") residing or domiciled in Italy. Except as provided below, Holders resident or domiciled outside Italy may join the OPS - under the same terms and conditions set forth in this Offer Document - as reported in a separate document in English, not approved by any supervisory authority, which will be made available to them (the "Exchange Offer Memorandum") and which contains information consistent with this Offer Document. The Exchange Offer has not been promoted, and will not be promoted, directly or indirectly (by post, or by any means of interstate or foreign trade (interstate or foreign commerce) or services of a regulated market of financial instruments), all the United States of America ("United States") or for, or on behalf of, or for the benefit of, a US person. This includes, by way of example, the transmission of copies, e-mail, telex, the telephone network and the Internet. Consequently, a copy of this Offer Document and of any other document and material inherent to the Offer has not been, and must not be, sent by post or otherwise transmitted, distributed or forwarded (even where, by way of example, has been sent by custodians, trustees and trustees) in or within the United States or to persons who are or are resident in the United States or are US person, and the Securities may not be the subject of the Offer by such services, means, instruments or facilities within the United States or by U.S. person. Any alleged Exchange Offer on the Securities arising directly or indirectly from an infringement of these restrictions will not be valid, and any alleged Exchange Offer on the Securities carried out by a U.S. person, a resident in or from the United States will not be valid and will not be accepted. This Offer Document is not an offer to sell securities in the United States or to U.S. person. The Exchange Securities have not been, and will not be registered under the Securities Act or the securities laws of any state or jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, to the United States, or on behalf of or for the benefit of US person. The purpose of this Offer Document is limited to the Offer, and this Offer Document can not be transferred or transferred to any person other than in compliance with Regulation S of the Securities Act. Each Security Holder participating in the transaction must declare that participates in the Offer pursuant to Regulation S of the Securities Act and which is not participating in the Offer by the United States nor is it a US person or an agent, trustee or other intermediary acting on a non-discretionary basis on behalf of a client who is instructed by the United States or on behalf of U.S. person. Furthermore, the OPS has not been and will not be promoted, either directly or indirectly, in Canada, Australia and Japan as well as in another State where this OPS - under the same terms and conditions as set out in this Offer Document - is not permitted without authorization of the competent authorities (the "Other Countries"), neither through postal services nor through any other means or instrument of communication or international trade (including, by way of non-limiting example, fax, telex, e-mail, the telephone or internet), Canada, Australia and Japan and other countries, or through any structure or any of the national regulated markets of Canada, Australia and Japan and other countries, or in any other way.
The OPS can not be accepted through the means, tools or structures referred to above in or from Canada, Australia and Japan and other countries. A copy of the Offer Document, the Exchange Offer Memorandum and / or a copy of any other document that the Offeror will issue in relation to the OPS have not been and will not be sent or in any way transmitted or otherwise distributed in Canada, Australia and Japan and other countries. Anyone who receives the aforementioned documents (including, by way of non-limiting example, subjects operating in the performance of fiduciary services or custody or trust) shall not distribute, send or send them (neither by post nor by any other means or means of communication or international trade) in or from Canada, Australia and Japan and other countries and will also refrain from using postal services or any other means or instrument of international communication or trade of Canada, Australia and Japan and other countries for any connected purpose OPS. This Offer Document does not constitute and can not be interpreted as an offer to individuals resident in Canada, Australia and Japan and other countries. By signing the Membership Form, the Participants will certify that they are not residents and do not act on behalf of or in the interests of individuals residing in Canada, Australia and Japan and other countries. Only acceptances made in compliance with the above limitations will be accepted, and any adhesion to the OPS in breach of the above limitations will not be accepted, accessions that will be considered invalid and ineffective by the Offeror. It is the sole responsibility of the recipients of the Offer to comply with these rules and, therefore, before accession, to verify their existence and applicability, by contacting their consultants.
