ADMISSION DOCUMENT

In order to access this section of the website, it is necessary to read and accept the information set out below, which the reader must carefully consider before reading, accessing, or otherwise using the information provided herein. By accessing this section of the website, you agree to be bound by the terms and conditions set out below, which may be amended or updated from time to time and should therefore be read in full upon each access.

The admission document published in this section of the website (the “Admission Document”) has been prepared in accordance with the rules and regulations of the multilateral trading facility known as “Euronext Growth Milan” (respectively, “EGM” and the “Euronext Growth Milan Issuers’ Rules”) for the purposes of the admission of the ordinary shares of Vinext S.r.l. (the “Company”) to trading on such multilateral trading facility organised and managed by Borsa Italiana S.p.A.

The offer of financial instruments contemplated in the Admission Document and any other information contained in the following pages do not constitute an “offer to the public” as defined under Legislative Decree No. 58 of 24 February 1998, as amended and supplemented (the “Italian Consolidated Financial Act” or “TUF”). Therefore, the preparation of a prospectus in accordance with Regulation (EU) 2019/980 is not required.

The Admission Document does not therefore constitute a prospectus and its publication has not been approved by CONSOB pursuant to Regulation (EU) 2017/1129 or any other law or regulation governing the preparation and publication of prospectuses under Articles 94 and 113 of the TUF, including the Issuers’ Regulation adopted by CONSOB with Resolution No. 11971 of 14 May 1999, as subsequently amended and supplemented.

The information contained in this section of the website is disclosed in accordance with Articles 17 and 26 of the Euronext Growth Milan Issuers’ Rules.

This section of the website, the Admission Document, and any other information contained in the following pages are accessible only to persons who:
(i) are resident in Italy and are not domiciled in, nor currently located in, the United States of America, Australia, Japan, Canada, or any other country where the dissemination of the Admission Document and/or such information requires approval by local authorities or is otherwise in breach of applicable laws or regulations (the “Other Countries”); and
(ii) are not “U.S. Persons” as defined in Regulation S under the United States Securities Act of 1933, as amended, nor are acting on behalf of or for the benefit of such persons without an appropriate registration or exemption under the U.S. Securities Act and applicable laws.

“U.S. Persons” as defined above are strictly prohibited from accessing this section of the website, downloading, storing, or otherwise retaining the Admission Document and any other information contained herein.

The information contained in this website (or any website to which it may be linked) does not constitute an offer, invitation to offer, or solicitation in relation to the Company’s financial instruments in the United States, Australia, Japan, Canada, or the Other Countries.

The Company’s financial instruments have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or under any securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, any U.S. Person, absent such registration or an applicable exemption therefrom, or in Australia, Japan, Canada, or the Other Countries.

For the purposes of Regulation S under the United States Securities Act of 1933, as amended, a “U.S. Person” includes, but is not limited to:
(a) any natural person resident in the United States;
(b) partnerships and corporations organised under U.S. law;
(c) any estate of which any executor or administrator is a U.S. Person;
(d) trusts where any trustee is a U.S. Person;
(e) agencies or branches of non-U.S. entities located in the United States;
(f) non-discretionary accounts;
(g) similar accounts (other than estates or trusts) held by a dealer or fiduciary for the benefit of a U.S. Person; and
(h) partnerships or corporations if (i) organised under non-U.S. law and (ii) formed by a U.S. Person principally for the purpose of investing in securities not registered under the U.S. Securities Act, unless they are organised and owned by accredited investors (as defined under Rule 501(a) of the U.S. Securities Act) that are not natural persons, estates, or trusts.

By accessing this section of the website, the Admission Document, and any other information contained herein, I hereby declare under my full responsibility that I am resident in Italy, that I am not domiciled in nor currently located in the United States of America, Australia, Japan, Canada, or the Other Countries, and that I am not a “U.S. Person” as defined in Regulation S under the United States Securities Act of 1933, as amended.