10/05/2024 - Exprivia S.p.A.: Withdrawal Declaration

EXPRIVIA S.P.A. - FAC-SIMILE OF WITHDRAWAL DECLARATION

Exprivia S.p.A.

Via Adriano Olivetti, 11

70065, Molfetta (BA)

Italy

By registered mail or certified electronic mail (PEC)

(to be sent by and not later than 22 May 2024 (included))

Subject: Exercise of the withdrawal right pursuant to articles 2437 and ff. of the Italian Civil Code (the "Withdrawal Right")

IF SHAREHOLDER NATURAL PERSON
The undersigned……………………………………., born in	......................................................... on
…………………………,	domiciled	in	………………………….……… (city),
at…………………………………………. (address), tax code	,
telephone ……………………. email			1
	.

IF SHAREHOLDER LEGAL PERSON

The undersigned………………………………………………….. in his/her capacity as legal

representative of the company ………………………………………………….., with seat in

…………………………………. (city), at …………………………………………… (address), tax

code / VAT code ………………………………………, telephone ………………………………. email

………………………………, registered under n° ………………………………. of the Companies'

Register of	2
.....................................................................
	HAVING ACKNOLEDGED THAT

• by a resolution passed by the shareholders' meeting of Exprivia S.p.A. ("Exprivia" or the "Company") held on 30 April 2024 (the "Shareholders' Meeting") and registered at the Bari Companies' Register on 7 May 2024, the plan of merger (the "Merger Plan") by incorporation of
  Exprivia in Abaco 3 S.p.A., and the consequent elimination of the list voting mechanism from Exprivia's by-laws and delisting of Exprivia's shares (the "Resolution") was approved;
• the shareholders holding Exprivia shares that did not participate in the resolution of the
  Shareholders' Meeting concerning the approval of the Merger Plan are entitled to exercise their right of withdrawal pursuant to Article 2437, first paragraph, letter g) and Article 2347-quinquies of the Italian Civil Code;
• this declaration of exercise of withdrawal must be sent by registered letter or, alternatively, by certified electronic mail (PEC) no later than fifteen calendar days from the date of registration of the Resolution in the Register of Enterprises of Milan and, therefore, no later than 22 May 2024 (included).

1. In the case of co-ownership of shares for which no common representative has been appointed pursuant to Article 2347 of the Civil Code, the data and signatures of all the holders are required by expanding this form or by completing an additional form
2. In the case of co-ownership of shares for which no common representative has been appointed pursuant to Article 2347 of the Civil Code, the data and signatures of all the holders are required by expanding this form or by completing an additional form.

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DECLARES

• to exercise the withdrawal with respect to No. ________________ Exprivia shares (the

"Withdrawal Shares"), registered	on	the	securities account	No.
_________________ with	the	intermediary	_____________________________Ag.
No.______________________	in street____________________	(the
"Intermediary");

• that the Withdrawal Shares are owned by the undersigned without interruption from the date of the Shareholders' Meeting that approved the Merger Plan (i.e. 30 April 2024) until today and that after such date they have not been and will not be transferred;
• not to have taken part in the aforesaid Resolution;
• to be aware that the liquidation value is equal to Euro 1.672,00 for each Withdrawal Share, as determined by the Board of Directors of the Company pursuant to Article 2437-ter, paragraph 3, of the Italian Civil Code, and that such amount will be paid only at the end of the liquidation procedure provided for by the applicable law;
• that it has taken steps - or will take steps - to request the Intermediary referred to above to send to the Company the communication (the "Intermediary Communication") referred to in Article
  43 of the Single Provision on Post-Trading adopted by Consob and the Bank of Italy on
• 13 August 2018, as subsequently amended (the "Single Provision") certifying the uninterrupted

ownership by the withdrawing shareholder of the Withdrawal Shares in relation to which the Right of Withdrawal is being exercised from before the opening of the proceedings of the Shareholders' Meeting that approved the Merger Project (i.e. 30 April 2024 at 11:00 a.m. CET) until the date of issue of the Intermediary Communication (inclusive);

• the Withdrawal Shares3:
• • are free from any pledge or other encumbrances in favour of third parties;
  • are subject to pledge/usufruct/repatriation; in this respect, as a condition for the validity and admissibility of the exercise of the Right of Withdrawal, please find attached a declaration made by the person in whose favour the pledge on the Withdrawal Shares is established, showing that such person has given his irrevocable consent to carry out the liquidation of the Withdrawal Shares in accordance with the instructions of the withdrawing shareholder;

REQUESTS

that the Company, upon verification of the regularity of this statement of withdrawal (the "Statement of Withdrawal") and upon receipt of the Intermediary's Communication, shall liquidate the Withdrawal Shares and pay the relevant liquidation value (n. of Withdrawal Shares multiplied by Euro 1.672,00) in accordance with Article 2437-ter of the Civil Code, crediting the relevant amount to its

account with IBAN			with the Intermediary		Ag.
n.			in	street		;

FURTHER DECLARES THAT IT IS AWARE AND ACCEPTS THAT

• this Declaration of Withdrawal, under penalty of inadmissibility, must be sent to the registered office of Exprivia by registered letter or by PEC no later than 22 May 2024 (inclusive). For the purpose of the regularity of this Declaration of Withdrawal by registered letter, the date of the postmark will be relevant. Any Declaration of Withdrawal sent after the aforementioned deadline, or lacking the necessary information, or not accompanied in due time by the relevant Intermediary Communication, shall not be taken into consideration;

3 Select the box that corresponds to the status of the Withdrawal Shares and, if appropriate, attach the necessary documentation for the afore mentioned purposes.

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• it is the responsibility of the undersigned to ensure the accuracy of the information contained in the Declaration of Withdrawal and to ensure that the Intermediary transmits the Intermediary Communication to the Company;
• Exprivia assumes no responsibility with respect to the preceding points;
• in accordance with the provisions of Article 2437-bis of the Civil Code and the applicable regulatory provisions, the issue of the Intermediary Communication is accompanied by the blocking of the Withdrawal Shares by the Intermediary itself until the outcome of the liquidation procedure;
• that the Withdrawal Right, legitimately exercised, shall be effective subject to the completion of the Merger.

Best regards

Place and date		Signature

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