Public Tender Offer for 28,657,694 ordinary shares Gewiss S.p.A. for EUR 4.20 per share, in cash Unifind S.p.A. a wholly-owned subsidiary

Transcription

1 This document is important and requires your immediate attention. If you are in doubt as to how to respond to the offer described herein, you should consult your investment dealer, stockbroker, bank manager, lawyer or other professional advisor. Georgeson S.r.l. ( has been retained to provide certain information services. Shareholders wishing to contact Georgeson S.r.l. may reach them at the telephone number UNITED STATES SUPPLEMENT (To the Offer Document dated June 2010) Public Tender Offer for 28,657,694 ordinary shares of Gewiss S.p.A. for EUR 4.20 per share, in cash by Unifind S.p.A. a wholly-owned subsidiary of Polifin S.p.A., a company controlled by Mr. (Cav. Lav.) Domenico Bosatelli The acceptance period is from 8:00 a.m. (Italian time) on June 21, 2010 to 5:40 p.m. (Italian time) on July 23, 2010 (the Expiration Date ) during normal business hours, subject to any extension (the Acceptance Period ). Unifind S.p.A. ( Unifind or the Offeror ), for itself and on behalf of its parent company Polifin S.p.A. and controlling shareholder Mr. (Cav. Lav.) Domenico Bosatelli, is making a public tender offer for 28,657,694 ordinary shares of Gewiss S.p.A. ( Gewiss or the Issuer ), representing % of Gewiss S.p.A. s share capital (the Offer ). The shares subject to the Offer are all of Gewiss s total shares (the Shares ) that the Offeror, together with its parent company Polifin S.p.A., do not currently own. Subject to the terms and conditions of the Offer, the Offeror is offering to pay EUR 4.20 in cash on July 28, 2010 (the third trading day following the end of the Acceptance Period, the Payment Date ) for each Share tendered in the Offer. If acceptances of the Offer allow the Offeror to purchase all of the Shares subject to the Offer, the total maximum consideration for the Offer would be EUR 120,362, (the Maximum Amount ). According to a statement issued by Gewiss on June 14, 2010, the Gewiss Board of Directors deemed the Offer price fair, having received the fairness opinion issued by Credit Suisse Securities (Europe) Limited Milan Branch ( Credit Suisse ). The Offer is not subject to any financing conditions. On May 28, 2010, Unifind signed a credit facility agreement with Centrobanca S.p.A. under which Centrobanca S.p.A. provided Unifind with financing in an amount equal to a maximum of EUR 124,000,556 to finance the Offer. Until the first trading day following the end of the Acceptance Period, the effectiveness of the Offer is subject to: (i) domestic or international events resulting in serious changes in market conditions that have material adverse effects on the Offer and/or the Issuer and/or its subsidiaries (the Gewiss Group ), or (ii) facts or circumstances relating to the Gewiss Group not disclosed to the market as of the date of this offer document that constitute a material adverse change to the balance sheet, income statement or financial condition of the Gewiss Group. The Offeror may, in its sole discretion, waive any or all of the above conditions at any time. June 21, 2010

2 IMPORTANT INFORMATION FOR U.S. INVESTORS The attached offer document (the Offer Document ) is an English translation of the Italian-language offer document filed with CONSOB in respect of a public tender offer pursuant to article 102 of Decree No. 58 of February 24, The information contained in this United States supplement does not purport to be complete and is qualified in its entirety by reference to the detailed information appearing in the attached Offer Document. Capitalized terms not defined in this United States supplement are defined in the Offer Document. The Offer is made for the shares of an Italian company and is subject to the procedures and disclosure requirements of Italy, which are different from those of the United States. The financial information relating to the Offeror and to the Issuer contained in the offer document has been prepared in accordance with, respectively, Italian GAAP and International Financial Reporting Standards as adopted by the European Union ( IFRS ) and thus may not be comparable to financial information prepared in accordance with Accounting Principles Generally Accepted in the United States ( U.S. GAAP ). The Offer is being made in the United States pursuant to Section 14(e) and Regulation 14E under the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act ) and the so-called Tier II exemption set forth in Exchange Act Rule 14d-1 (the Tier II Exemption ), and otherwise in accordance with the requirements of Italian law. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including those with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments contemplated by Italian Law, which are different from those applicable under U.S. domestic tender offer procedures and law. In addition, the Offer will be subject to the mandatory provisions of Section 14(e) and Regulation 14E to the extent applicable to the Offer under the Tier II Exemption. In accordance with Regulation 14e-5(12) of the Exchange Act, the Offeror and the Offeror s financial advisors and their affiliates (collectively, the Prospective Purchasers ) may purchase, or arrange to purchase, Shares otherwise than pursuant to the Offer. The Offeror emphasizes that Prospective Purchasers have the ability to make such purchases of Shares, either directly or through a broker dealer, in open market or privately negotiated purchases subject to the following conditions: (i) no such purchases or arrangements to purchase Shares may be made in the United States; (ii) the Offeror will increase the Offer price to match any more favorable consideration provided in purchases or arrangements to purchase Shares agreed to or provided by the Prospective Purchasers outside the Offer during the period from the announcement date to the time of termination, expiration or payment of the Offer; (iii) the Prospective Purchasers shall disclose in the United States information regarding purchases of Shares by the Prospective Purchasers, otherwise than pursuant to the Offer, via press release; and (iv) the Prospective Purchasers shall comply with any applicable laws of Italy, including Law Decree No. 58, dated February 24, 1998, as amended (the TUF ) and the regulations of the Commissione Nazionale per le Società e la Borsa ( CONSOB, Italy s financial markets regulatory authority) and Borsa Italiana (the Italian Stock Exchange), as well as applicable U.S. securities laws. For information on Share purchases made outside of the Offer, see Section E.5 of the Offer Document. Under applicable U.S. federal securities laws, rules, regulations and interpretations of the U.S. Securities and Exchange Commission ( SEC ) and the staff thereof, an offer is required to remain open for a minimum of five U.S. business days from the date a material change is first published, sent or given to security holders and, if material changes are made with respect to the Offer price and the number of Shares being sought, an offer is required to remain open for a minimum of 10 additional U.S. business days. Thus, if the Offeror increases the Offer price, the Offer must remain open for at least ten business days from the date of notice of such increase. The requirement to extend an offer will not apply to the extent that the number of business days remaining between the occurrence of the change and the then-scheduled expiration date equals or exceeds the minimum extension period that would be required because of such amendment, except as otherwise required by applicable Italian laws and applicable U.S. federal securities laws, rules, regulations and interpretations of the SEC and the staff thereof. It may be difficult for U.S. holders of Shares to enforce their rights and any claim they may have under U.S. federal securities laws since the Offeror is located in Italy and none of its officers or directors are residents of the United States. Additionally, U.S. holders of Shares may not be able to sue the Offeror or its officers and directors outside the United States for violations of U.S. securities laws. Furthermore, it may be difficult for U.S. holders of Shares to compel the Offeror or its officers and directors to subject themselves to a U.S. court s judgment.

3 OFFER DOCUMENT SUMMARY The following summary does not purport to be complete and is qualified in its entirety by reference to the detailed information appearing in the attached Offer Document. Capitalized terms not defined in this summary are defined elsewhere herein or in the Offer Document. This summary must be read as an introduction to the Offer Document and any decision to tender Shares in the Offer should be based on consideration of the Offer Document as a whole Unless otherwise indicated, sections cross-referenced herein refer to sections in the Offer Document. The Offeror, for itself and on behalf of its parent company Polifin S.p.A. and controlling shareholder Mr. (Cav. Lav.) Domenico Bosatelli, is making a public tender offer for 28,657,694 ordinary shares of Gewiss, representing % of Gewiss s share capital. The Shares subject to the Offer are all of Gewiss s Shares that the Offeror, together with its parent company Polifin S.p.A., do not currently own. As of the Publication Date, the Offeror and Polifin S.p.A. respectively hold 79,342,306 and 12,000,000 Shares (corresponding to % and % of the share capital of the Issuer). Subject to the terms and conditions of the Offer, the Offeror is offering to pay EUR 4.20 in cash on the Payment Date for each Share tendered in the Offer. Parties to the Offer... Unifind S.p.A., an Italian company that is a wholly-owned subsidiary of Polifin S.p.A., an Italian company controlled by Mr. (Cav. Lav.) Domenico Bosatelli, is making a public tender offer for all of the ordinary Shares of Gewiss not currently owned by the Unifind S.p.A. and Polifin S.p.A. See Section B.1 Information regarding the Offeror. Subject of the Offer... The Offer relates to 28,657,694 Shares of Gewiss, having a nominal value of EUR 0.50 each. The Shares subject to the Offer represent % of Gewiss s share capital. As of the Publication Date, the Offeror and Polifin S.p.A. respectively hold 79,342,306 and 12,000,000 shares of the Issuer (corresponding to % and % of the share capital of the Issuer). The number of Gewiss shares subject to the Offer may decrease if any Prospective Purchasers should acquire additional Shares outside of the Offer on or before the Payment Date. As indicated in Important Information for U.S. Investors, Prospective Purchasers are permitted to make such purchases. Information concerning such purchases will be posted on the Issuer s website at (in the OPA / Tender Offer portion of the Investor Relations page). For further information on Share purchases made outside of the Offer (none of which were made at prices exceeding the Offer Price), see Section E.5. See also Section C. Categories and Amounts of the Financial Instruments Subject to the Offer and Acceptance Methods. Updates on the number of Shares tendered in the Offer will be posted in the Price Sensitive section of the Italian Stock Exchange s website at Offer Price... Subject to the terms and conditions of the Offer, the Offeror is offering to pay EUR 4.20 in cash on July 28, S-3

4 2010 (the third trading day following the end of the Acceptance Period, the Payment Date ) for each Gewiss S.p.A. share tendered in the Offer. The Offer Price is net of stamp duty, if any, and of fees and commissions, which will be borne exclusively by the Offeror. The Italian substitute tax on capital gains under Decree Law 461 of 1997, where due, shall be borne by the parties accepting the Offer. Persons deciding to tender Shares in the Offer should consult their tax advisers with regard to the application of U.S. federal income tax laws to their particular situations as well as any estate tax consequences and tax consequences arising under the laws of any state, local or foreign taxing jurisdiction. If acceptances of the Offer allow the Offeror to purchase the maximum number of Shares covered by the Offer, the total maximum consideration for the Offer, representing % of the share capital of the Issuer, amounts to EUR 120,362, (the Maximum Amount ). The Offer Price was determined in accordance with independent valuations by the Offeror of the financial situation and assets of the Issuer, as well as on the basis of the balance sheet and potential medium/long-term growth potential of the Gewiss Group. In determining the Offer Price, the Offeror did not make use of expert reports prepared by independent parties. The Offer Price represents the following premiums: 16.5% premium over the official listing price of the Shares on the last trading day (May 27, 2010) prior to announcement of the Offer; 28.2% premium over the average weighted official price of the Shares for the last month prior to such date; 36.6% premium over the average weighted official price of the Shares for the last three months prior to such date; 45.0% premium over the average weighted official price of the Shares for the last six months prior to such date; and 43.5% premium over the average weighted official price of the Shares for the last twelve months prior to such date. The Offeror has the right to modify the terms of the Offer, subject to compliance with applicable Italian law. Any such modifications will be communicated to the market in the same manner as the Offer was communicated. Investors will find the Offer Document and public S-4

5 documentation related to the Offer on the website of the Global Information Agent for the Offer, Georgeson S.r.l., at on the Issuer s website at and on the website of the Italian Stock Exchange at In addition, Georgeson has a toll-free number in Italy ( ) and a number for investors outside Italy ( ) to obtain information on the Offer. This number will be active from June 21, 2010 to July 23, 2010 on weekdays (Monday to Friday) from 9:00 a.m. to 6:00 p.m. See Section E.1 Statement of offer price per unit and criteria for determination thereof. Recent trading prices of Gewiss s shares... The minimum and maximum prices recorded for the Shares during the twelve months ending May 27, 2010 were EUR 2.45 and EUR 3.61, respectively. Set forth below are the weighted averages for daily volumes of exchange at official stock exchange prices for the Shares during the twelve months ending May 27, Simple Weighted Period Average 1 Average 2 May June July Aug Sept Oct Nov Dec Jan Feb Mar April May May 28, 2009 May 28, Source: Prepared on the basis of Bloomberg data. 1 Arithmetic means of prices. 2 Weighted prices for daily volumes. S-5

6 See Section E.3 Monthly weighted average of listing prices for the Issuer s shares during the twelve months preceding the Offer. Position of the Gewiss Board of Directors... Acceptance Period, Expiration Date, and Extension of the Acceptance Period... According to a statement issued by Gewiss S.p.A. on June 14, 2010, the Gewiss S.p.A. Board of Directors deemed the Offer Price fair, having received the fairness opinion issued by Credit Suisse, attached to the Offer Document. The acceptance period is from 8:00 a.m. (Italian time) on June 21, 2010 to 5:40 p.m. (Italian time) on July 23, 2010 (the Expiration Date ) during normal business hours, subject to any extension (the Acceptance Period ). The Offeror has the right to modify these terms, subject to compliance with applicable Italian law. Any such modifications will be communicated to the market in the same manner as the Offer was communicated. Investors will find public documentation related to the Offer on the website of the Global Information Agent at on the Issuer s website at and on the website of the Italian Stock Exchange at In addition, Georgeson has a toll-free number in Italy ( ) and a number for investors outside Italy ( ) to obtain information on the Offer. This number will be active from June 21, 2010 to July 23, 2010 on weekdays (Monday to Friday) from 9:00 a.m. to 6:00 p.m., Italian time. See Section C.4 Terms and conditions for acceptance of the Offer and for the deposit of the Shares, and Section F.1 Offer Price Payment Date. Offer Conditions... The Offer is not subject to any financing conditions. Until the first trading day following the end of the Acceptance Period, however, the effectiveness of the Offer is subject to: (a) (b) domestic or international events resulting in serious changes in market conditions that have material adverse effects on the Offer and/or the Gewiss Group, or; facts or circumstances relating to the Gewiss Group not disclosed to the market as of the date of this offer document that constitute a material adverse change to the balance sheet, income statement or financial condition of the Gewiss Group. The Offeror may, in its sole discretion, waive any or all of the above conditions at any time. The Offeror will give notice of a failure to meet the condition to the Offer and any decision to waive the same, no later than 7:59 a.m. on the second trading day following the end of the Acceptance S-6

7 Period, by means of a communication sent to CONSOB, Borsa Italiana, and to at least two news agencies, as well as the notice regarding the final results of the Offer described in Section C.5. In the event that a condition to the Offer is not met or waived and the Offer becomes ineffective, the Shares tendered in the Offer will be returned to their respective owners, without charge or expense, by the communication mentioned above. See Section A.1 Conditions to effectiveness of the Offer. Intermediary in Charge of Coordinating the Collection of Acceptances... Offer Document... Centrobanca S.p.A., with a registered office in Milan, at Corso Europa No. 16, will act as Intermediary in Charge of Coordinating the Collection of Acceptances. On the Payment Date, Centrobanca, S.p.A. will transfer the Shares tendered in the Offer to a securities account in the Offeror's name. See Section B.3 Intermediaries. The Offer Document is available to the public: (i) the registered office of the Issuer, Via A. Volta, 1, Cenate Sotto (BG), Italy; (ii) the registered office of the Offeror, Via T. Frizzoni, 17, Bergamo, Italy; (iii) the registered office of Borsa Italiana S.p.A., Piazza degli Affari, 6, Milan, Italy. (iv) the head office of Centrobanca S.p.A., Corso Europa, 16, Milan, Italy; The Offer Document is also available on the website of the Global Information Agent for the Offer, Georgeson S.r.l., at on the Issuer s website at and on the website of the Italian Stock Exchange at See Section M., Availability to the Public of the Offer Document. How to tender Shares... Gewiss shareholders resident in the United States should contact the custodian through whom they hold their Shares or should consult their broker for assistance. In addition, Gewiss shareholders may contact the Global Information Agent at See For more information below. Acceptances are collected on the MTA (the automated screen-based trading system managed by Borsa Italiana) and therefore the execution of an acceptance form is not required. Those intending to accept the Offer are required to own dematerialized shares duly registered in an account with one of the Depository Intermediaries and shall provide S-7

8 their respective intermediary with an order to accept the Offer pursuant to Article of the Borsa Regulations. Holders of non-dematerialized shares that wish to accept the Offer must first deposit their Share certificates with a Depository Intermediary in order for them to be dematerialized (and credited into a securities consignment account opened in the name of the accepting party, and thereafter delivered to a Depository Intermediary). Shares must be free of any liens or encumbrances and be freely transferable with all customary rights. Acceptance of the offer by parties not of legal age or subject to guardianship are subject to certain restrictions. Only Shares that are properly registered at the time of acceptance and available in a securities account in the name of the accepting party may be tendered in the Offer, through a Depository Intermediary. Shares purchased on the market may be tendered only pursuant to the rules governing such transactions within the applicable clearing system. Centrobanca S.p.A. (the Intermediary in Charge of Coordinating the Collection of Acceptances) acts through all members of the management system centered in Monte Titoli S.p.A. (the Depository Intermediaries ), either directly or through intermediaries authorized to trade on the Borsa Italiana (the Trading Intermediaries ), through which the Depository Intermediaries may convey acceptances of the Offer to Centrobanca. All Depository Intermediaries must therefore convey any acceptances to Centrobanca, whether directly or through a Trading Intermediary. See Section C.4 Terms and conditions for acceptance of the Offer and for the deposit of the Shares. Withdrawal rights... Payment mechanics... Tenders by shareholders (or their duly authorized representatives) are irrevocable, except for the ability to accept competing offers pursuant to Italian law. Accordingly, subject to the rights to accept a competing offer or a higher offer from the Offeror in response to any competing offers, it will not be possible for tendering shareholders to transfer or dispose of tendered Shares until they are paid for or are returned to the tendering shareholders. See Section C.4 Terms and conditions for acceptance of the Offer and for the deposit of the Shares. Subject to the satisfaction or waiver of the conditions to the Offer, the payment of the Offer Price shall take place on the third trading day following the end of the Acceptance S-8

9 Period and, therefore, unless the Acceptance Period is extended, on July 28, 2010 (the Payment Date ). If the Acceptance Period is extended, the Payment Date shall expire on the third trading day following the closing date of the Acceptance Period, as extended, and the Offeror shall report the extension of the Acceptance Period in a notice which shall be published in the Sole 24 Ore newspaper and posted on the website of the Global Information Agent. From the date of acceptance to the Payment Date, accepting parties may exercise all ownership rights (such as, for example, dividend rights and option rights) and corporate rights (such as voting rights) pertaining to the Shares but cannot make transfers, in full or in part, or effect any dispositions of the Shares. There is no provision for the payment of interest on the Offer Price. On the Payment Date, the Offer Price for each of the Shares shall be paid by the Offeror, through the Depository Intermediaries, for crediting to the accounts of the parties accepting the Offer. The shareholders accepting the Offer shall bear no trading cost or fee. The Offeror s obligation to pay the Offer Price to the parties accepting the Offer shall be considered fulfilled when the corresponding Offer Price is transferred to the Depository Intermediaries. The holders of the Shares bear the risk that the Depository Intermediaries might not arrange for the transfer of such amounts to the parties entitled thereto or delay the transfer. See Section F. Date and Method of Payment of the Offer Price and Guarantees of Proper Fulfillment. The Offeror s financial resources... The Maximum Amount will be financed by Centrobanca S.p.A., on the basis of the unsecured line of credit extended to the Offeror (See Section G.2.2) in the form of a cash confirmation letter valid up to and including the Payment Date, pursuant to which Centrobanca has made available to the Offeror an unconditional, irrevocable and immediate payable guarantee equal to EUR 124,000,556 in guarantee of the Maximum Amount. See Section F.3 Guarantee of proper fulfillment. U.S. tax treatment... Persons deciding to tender Shares in the Offer should consult their tax advisers with regard to the application of U.S. federal income tax laws to their particular situations as well as any estate tax consequences and tax consequences arising under the laws of any state, local or S-9

10 foreign taxing jurisdiction. Delisting, Mandatory Buy-out and Squeeze-out... The delisting of the Shares is one of the main objectives of the Offer. In the event that the Offeror holds more than 90% but less than 95% of the share capital of the Issuer (including those Shares held by Polifin S.p.A.), the Offeror does not intend to restore a free float sufficient to ensure regular trading. In this situation, the Offeror will be required by Italian law to buy the remaining shares from those shareholders of the Issuer that did not accept and that request to be bought out ( Mandatory Buy-out ). If the Offeror obtains more than 95% of the Shares (including those Shares held by Polifin S.p.A.), the Offeror will exercise its right to acquire the remaining outstanding Shares pursuant to applicable Italian law (the Squeeze-out Right ). The Offeror will exercise its Squeeze-out Right as soon as possible after the conclusion of the Offer by depositing the full consideration therefor with Centrobanca S.p.A. for such purpose. The offer price for the Mandatory Buy-out or the exercise of the Squeeze-out Right will be set in accordance with Italian law. The Offeror will announce whether or not the conditions for the Mandatory Buy-out or the exercise of the Squeezeout Right exist in the communication of the results of the Offer. This communication will specify: (i) the number of remaining Shares; and (ii) the terms and conditions under which the Mandatory Buy-out will occur or the Squeezeout Right will be exercised. Under the Borsa Regulations, following the Mandatory Buy-out or the exercise of the Squeeze-out Right, Borsa Italiana will suspend and/or remove the Issuer s shares from listing. See Section A.3 Offeror s statement of intent regarding restoration of float in the event it attains 90% of the share capital of the Issuer Mandatory Buy-out under Article 108(2) of the TUF and Section A.4 Offeror s statement of intent regarding the Squeeze-out Right under Article 111 of the TUF and the Mandatory Buy-out under Article 108(1) of the TUF. Merger... The Offer is intended to result in a delisting of the Shares. Therefore, the Offeror reserves the right to proceed with a direct or reverse merger between the Issuer and the Offeror if necessary to achieve this purpose or to shorten the chain of control. However, as of the date of the Offer Document, no decisions have been made with respect to a future merger. S-10

11 See Section A.5 Transactions subsequent to the Offer for more information. Options for Gewiss shareholders... Gewiss s shareholders may: (i) (ii) accept the Offer (tendering, in whole or in part, their Shares) and receive the Offer Price; or decline the Offer, remaining a shareholder of Gewiss, which, if the Offer is successful will be delisted and/or merged in the Offeror. See Section A.5 Possible alternative scenarios for the holders of shares of the Issuer. For more information... Questions and requests for assistance may be directed to the Global Information Agent, Georgeson S.r.l. at: Georgeson S.r.l. Via Emilia Rome, Italy Tel: Website: A copy of this document may be requested by calling the number above. Persons deciding to tender Shares in the Offer should consult their tax advisers with regard to the application of U.S. federal income tax laws to their particular situations as well as any estate tax consequences and tax consequences arising under the laws of any state, local or foreign taxing jurisdiction. S-11

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13 OFFER DOCUMENT VOLUNTARY PUBLIC TENDER OFFER under Article 102 of Legislative Decree No. 58 of February 24, 1998 (as amended) for 28,657,694 ordinary shares of Gewiss S.p.A. OFFEROR Unifind S.p.A. FINANCIAL INSTRUMENTS COVERED BY THE OFFER 28,657,694 ordinary shares of Gewiss S.p.A. OFFER PRICE PER SHARE EUR 4.20 for each ordinary share of Gewiss S.p.A. ACCEPTANCE PERIOD FOR THE OFFER AS AGREED WITH BORSA ITALIANA S.P.A. from 8:00 a.m. on June 21, 2010 to 5:40 p.m. on July 23, 2010, inclusive DATE OF PAYMENT FOR FINANCIAL INSTRUMENTS TENDERED IN THE OFFER July 28, 2010, unless the acceptance period is extended FINANCIAL ADVISOR TO THE OFFEROR Nomura Italia SIM p.a. INTERMEDIARY IN CHARGE OF COORDINATING THE COLLECTION OF ACCEPTANCES OF THE OFFER ON THE ELECTRONIC STOCK EXCHANGE ORGANIZED AND MANAGED BY BORSA ITALIANA S.P.A. Centrobanca Banca di Credito Finanziario e Mobiliare S.p.A. The approval of the Offer Document, communicated by note no dated June 16, 2010, does not imply any judgment by CONSOB with regard to the advisability of accepting the Offer or the reliability of the data or information contained herein. June 2010

14 CONTENTS DEFINITIONS... 5 INTRODUCTION... 8 A) NOTICES A.1. Conditions to effectiveness of the Offer A.2 Issuer's Communication A.3 Offeror s statement of intent regarding restoration of float in the event it attains 90% of the share capital of the Issuer Mandatory Buy-out under Article 108(2) of the TUF A.4 Offeror s statement of intent regarding the Squeeze-out Right under Article 111 of the TUF and the Mandatory Buy-out under Article 108(1) of the TUF A.5 Transactions subsequent to the Offer A.6 Applicability of exemptions under Article 101-bis(3) of the TUF A.7 Possible alternative scenarios for the holders of shares of the Issuer A.8 Method of determining the share price for the securities and rationale thereof A.9 Approval of the semi-annual financial statements during the offer period A.10 Relationship between the Offeror and the Intermediary in Charge of Coordinating the Collection of Acceptances A.11 Pledge of shares of the Issuer A.12 Related parties B) PARTICIPANTS IN THE TRANSACTION B.1 Information regarding the Offeror B.1.1 Corporate name, legal form and registered office B.1.2. Organization, duration and corporate purpose...16 B.1.3. Governing Law and Jurisdiction B.1.4. Share Capital B.1.5. Ownership structure B.1.6. Corporate decision-making bodies B.1.7. Overview of the group to which the Offeror belongs B.1.8 Overview of the group controlling the Offeror...19 B.1.9. Activities of the Offeror B Balance sheet and income statement of the Offeror B Recent performance and outlook B.2 Information concerning the Issuer and the group to which it belongs B.2.1. Corporate name, legal form and registered office B.2.2. Organization and duration B.2.3. Governing law and jurisdiction B.2.4. Share capital and listing B.2.5. Principle shareholders

15 B.2.6. Corporate decision-making bodies and audit firm B.2.7. Overview of the Issuer's Group B.2.8. Recent Performance B Fiscal Year B First Quarter B.3. Intermediaries B.4. Global Information Agent C) CATEGORIES AND AMOUNT OF THE FINANCIAL INSTRUMENTS SUBJECT TO THE OFFER AND ACCEPTANCE METHODS C.1 Categories and amount of the Shares subject to the Offer C.2 Percentage of the entire share capital of the Issuer represented by the Shares covered by the Offer. 38 C.3 Authorizations to which the Offer is subject C.4 Terms and conditions for acceptance of the Offer and for the deposit of the Shares C.5 Communications pertaining to the results of the Offer C.6 Markets on which the Offer is made D) NUMBER OF ISSUER S FINANCIAL INSTRUMENTS HELD BY THE OFFEROR, ALSO THROUGH TRUST COMPANIES OR THIRD PARTIES AND/OR SUBSIDIARIES D.1 Number and categories of Issuer s financial instruments directly or indirectly held by the Offeror.. 42 D.2 Repurchase contracts, usufruct, pledge transactions or other commitments on Issuer s financial instruments E) OFFER PRICE PER SHARE OF THE FINANCIAL INSTRUMENTS COVERED BY THE OFFER E.1 Statement of offer price per share and criteria for determination thereof E.1.1 Market Multiples E.1.2 Target prices E.1.3 Premiums paid in prior tender offers E.1.4 Weighted average official prices for the last 12 months E.2 Comparison between the Offer Price and various indicators pertaining to the Issuer E.3 Monthly weighted average of listing prices for the Issuer s shares during the twelve months preceding the Offer E.5 Values of purchases and sales by the Offeror of financial instruments covered by the Offer, indicating the number of financial instruments purchased and sold F) DATE AND METHOD OF PAYMENT OF THE OFFER PRICE AND GUARANTEE OF PROPER FULFILLMENT...50 F.1 Offer Price Payment Date F.2 Method of payment F.3 Guarantee of proper fulfillment G) RATIONALE FOR THE OFFER AND FUTURE PLANS OF THE OFFEROR G.1. Legal framework of the Offer G.2. Rationale for the Offer and financing methods

16 G.2.1. Rationale for the Offer G.2.2. Methods for funding the Offer G.3. Offeror s future plans regarding the Issuer G.4. Restoration of float G.5 Exercise of the Squeeze-out Right H) POSSIBLE AGREEMENTS BETWEEN THE OFFEROR AND THE SHAREHOLDERS OR DIRECTORS OF THE ISSUING COMPANY. FINANCIAL INSTRUMENTS COVERED BY THE OFFER H.1. H.2. H.3. Information on possible agreements between the Offeror and the Issuer s shareholders and directors of significance to the Offer Financial and/or commercial transactions carried out between the Offeror and the Issuer during the 12 months prior to the publication of the Offer that might have had or did have significant impacts on the Issuer s activity Agreements between the Offeror and the Issuer s shareholders concerning the exercise of voting rights or the transfer of the Issuer s Shares I) FEES PAYABLE TO INTERMEDIARIES L) PROPOSED ALLOCATION M) METHODS FOR MAKING OFFER DOCUMENT AVAILABLE TO THE PUBLIC N) APPENDICES Appendix 1: Offeror s Communication of May 28, 2010 pursuant to Article 102 of the TUF and Article 37 of the Issuer Regulations Appendix 2: Communication of the Board of Directors of Gewiss pursuant to Article 103(3) of the TUF and Article 39 of the Issuer Regulation O) DOCUMENTS MADE AVAILABLE TO THE PUBLIC AND PLACES WHERE SUCH DOCUMENTS ARE AVAILABLE FOR REVIEW DECLARATION OF RESPONSIBILITY

17 DEFINITIONS The following is a list of key definitions used throughout this Offer Document. Shares and, individually, a Share The ordinary shares of Gewiss S.p.A. listed on the Electronic Stock Exchange organized and managed by the Borsa Italiana. Borsa Italiana (Italian Stock Exchange) Borsa Italiana S.p.A., with registered office in Milan, at Piazza degli Affari 6. Cash Confirmation Letter An unconditional, irrevocable and immediately payable guarantee issued by Centrobanca S.p.A. in favor of the Offeror, valid through the Payment Date, inclusive, equal to EUR 124,000,556 in guarantee of the Maximum Amount payable, for the sole purpose of fulfilling the Offeror s obligation to pay the Offer Price for the Shares tendered in acceptance of the Offer. Centrobanca Centrobanca Banca di Credito Finanziario e Mobiliare S.p.A., with registered office in Milan, at Corso Europa, No 16, the financing bank and intermediary tasked with coordination of the collection of acceptances on the Electronic Stock Exchange. Consob Commissione Nazionale per le Societa e la Borsa (National Commission for Listed Companies and the Stock Exchange), with registered office in Rome, at via G. B. Martini, No 3. Offer Price The respective offer price of EUR 4.20 for each share tendered in the Offer. Payment Date The date on which payment of the offer price is made to holders of the Shares submitted in the Offer, together with the transfer of ownership of shares in favor of the Offeror on the third trading day following the end of the Acceptance Period and thus July 28, 2010, as indicated in Section F.1 of the Offer Document. Publication Date The date of publication of the Offer Document: Squeeze-out Right The right to acquire the remaining outstanding shares, under Article 111 of the TUF, which the 5

18 Offeror will exercise if, following the Offer (and/or the implementation of the Mandatory Buy-out under Article 108, Paragraph 2 of the TUF), the Offeror obtains at least 95% of the share capital of the Issuer, as further described in Notice A.4 of the Offer Document. Offer Document This Offer Document. Issuer or Gewiss Gewiss S.p.A., with registered office in Cenate Sotto (BG), at Via A. Volta, No. 1, Tax Code, VAT and registration number of the Register of Companies of Bergamo No R.E.A Maximum Amount The total maximum value of the Offer, calculated on the total Shares subject thereto, is EUR 120,362, Gewiss Group The group of companies consisting of the Issuer and the companies directly or indirectly controlled thereby in accordance with Article 93 of the TUF. Depository Intermediaries Other authorized intermediaries (including banks, brokerage companies, investment firms, stockbrokers) that may collect and forward acceptances of the Offer from the shareholders at the Broker Traders, as described in Paragraph C. 4 of the Offer Document. Intermediary in Charge of Coordinating the Collection of Acceptances Centrobanca Broker Dealers MTA All the authorized intermediaries admitted to trading on the Borsa Italiana through which the Depository Intermediaries can submit acceptances of the Offer to the Intermediary in Charge of Coordinating the Collection of Acceptances. The electronic stock exchange (mercato telematico azionario) organized and managed by Borsa Italiana. Mandatory Buy-out under Article 108, Paragraph 1 of TUF 6 The obligation of the Offeror to purchase the remaining outstanding shares from any applicant under Article 108, paragraph 1 of the TUF if, following the Offer (and/or the implementation of the Mandatory Buy-out under Article 108, Paragraph 2 of the TUF), the Offeror obtains at least

19 95% of the share capital of the Issuer, as further described in Notice A.4 of the Offer Document. Mandatory Buy-out under Article 108, Paragraph 2 of TUF The obligation of the Offeror to purchase from any applicant the shares not included in the Offer under Article 108, paragraph 2, of the TUF if, following the Offer, the Offeror acquires more than 90% of the share capital of the Issuer, but less than 95% of the capital itself, as indicated in Notice A.3 of the Offer Document. Offeror or Unifind Unifind S.p.A., with registered office in Bergamo, at Via T. Frizzoni No. 17, Tax Code, VAT and registration number of the Register of Companies of Bergamo No R.E.A Offer Voluntary public tender offer by the Offeror under Article 102 of the TUF in relation to 28,657,694 Shares representing % of the share capital of Gewiss, as further described in the Offer Document. Acceptance Period The period during which it is possible to accept the Offer, which will run from 8:00 a.m. on June 21, 2010 to 5:40 p.m. on July 23, 2010, inclusive, unless extended. Borsa Regulations The regulations of the markets organized and managed by Borsa Italiana in effect on the Publication Date. Issuer Regulations The regulations approved by Consob Resolution No of May 14, 1999, as amended. Uniform Act or TUF (Uniform Finance Act) Legislative Decree No. 58, of February 24, 1998, as amended and supplemented. 7

20 INTRODUCTION The following introduction summarizes the structure of the transaction. In order to fully understand the terms and conditions of the transaction, close attention should be paid to the Notices section below, as well as the entire offer document (the Offer Document ). KEY ELEMENTS OF THE OFFER The transaction described in this Offer Document is a voluntary public tender offer (the Offer ) made by Unifind S.p.A. ( Unifind or the Offeror ), also on behalf of Polifin S.p.A. and Mr. (Cav. Lav.) Domenico Bosatelli, under Articles 102 et. seq. of Legislative Decree No. 58, of February 24, 1998, as amended and supplemented (the TUF ) relating to 28,657,694 ordinary shares of Gewiss S.p.A. with a par value of EUR 0.50 each ( Gewiss or the Issuer ), a company with shares listed on the Electronic Stock Exchange (Mercato Telematico Azionario) ( MTA ) organized and managed by Borsa Italiana S.p.A. ( Borsa Italiana ), representing % of the share capital of the Issuer, or all of the outstanding shares of the Issuer less a total of 91,342,306 shares (representing % of the share capital) currently owned by the Offeror and the controlling company Polifin S.p.A. (the Shares ). As of the Publication Date, the Offeror and Polifin S.p.A. respectively hold 79,342,306 and 12,000,000 shares of the Issuer (corresponding to % and % of the share capital of the Issuer). The Offer was announced to the market in a communication disseminated pursuant to Articles 102 and 114 of the TUF on May 28, 2010, and which is attached hereto in Appendix A, following a decision to approve the Offer made by the Offeror s Board of Directors on such date. The purpose of the Offer is to acquire % of the share capital of Gewiss. If this purpose is met (or if more than 90% or 95% of the share capital of Gewiss is acquired) the Shares of Gewiss will be delisted in the manner set forth in this Offer Document. For more information, see Notices A.3 and A.4 of this Offer Document. If the percentage of acceptances of the Offer acquired is equal to or less 90% of the share capital of Gewiss, the Offeror may still delist the Shares of Gewiss through a merger by incorporation of the Issuer with the Offeror in accordance with the valuations made at the time of the Offer. For further information, please refer to Notice A.5 of this Offer Document. The delisting is part of a plan to develop and strengthen the Issuer s business, as well as to reorganize the Issuer s assets and corporate governance, or shorten the control chain. For more information in this regard, see Section G.2.1. of this Offer Document. For such purpose, it should be noted that the Offeror intends to evaluate a merger of the Issuer and the Offeror within twelve months of the date for payment of the offer price (as defined below). In this case, if the Issuer is still listed, the shareholders of the Issuer who did not participate in approval of the merger by incorporation of the Issuer into the Offeror will still have a withdrawal right under Article 2437-quinquies of the Civil Code, since this situation would cause delisting. The payment for the shares will be determined under Article 2437-ter, paragraph 3 of the Civil Code, by exclusive reference to average closing prices for the six months preceding publication of the notice of the call to meeting at which the merger was approved. The Offeror is a wholly-owned subsidiary of Polifin S.p.A., which in turn is controlled by Mr. (Cav. Lav.) Domenico Bosatelli. For more information regarding the Offeror, see Section B.1 of this Offer Document. On May 28, 2010, the Board of Directors of the Offeror approved the submission to Consob of the Offer Document pursuant to Article 102 of the TUF. The acceptance period agreed to with Borsa Italiana will begin at 8:00 am on June 21, 2010 and will end at 5:40 p.m. on July 23, 2010 (the "Acceptance Period"), totaling 25 trading days, unless extended, of which the Offeror will give notice under the provisions in force. FINANCIAL INSTRUMENTS COVERED BY THE OFFER The Offer covers 28,657,694 ordinary shares of Gewiss, having a par value of EUR 0.50 each, representing % of the fully-subscribed and paid-in share capital of the Issuer on the date of this Offer Document. 8

21 The number of Shares covered by this Offer may decrease if, prior to the end of the Acceptance Period, the Offeror purchases Shares of the Issuer outside the Offer in accordance with Article 41(2)(b) and Article 42(2) of the Issuer Regulations. For more information regarding the financial instruments covered by the Offer, see Section C of this Offer Document. OFFER PRICE AND MAXIMUM AMOUNT The Offeror will pay to each party accepting the Offer an offer price in cash equal to EUR 4.20 per Share tendered in acceptance of the Offer and purchased (the "Offer Price"). As regards official prices recorded for the twelve months ending May 27, 2010, the minimum price and maximum price were EUR 2.45 and EUR 3.61, respectively. If acceptances of the Offer allow the Offeror to purchase the maximum number of Shares covered by the Offer, the total maximum consideration for the Offer, representing % of the share capital of the Issuer, amounts to EUR 120,362, (the Maximum Amount ). For more information about the Offer Price, see Section E of this Offer Document. FUNDING OF THE OFFER The Offeror intends to finance the Maximum Amount of EUR 120,362, by means of a credit line, with such amount being made available by Centrobanca S.p.A. For this purpose, on May 28, 2010, Unifind signed a credit facility agreement with Centrobanca S.p.A. under which Centrobanca S.p.A. has provided Unifind with financing in an amount equal to the maximum of EUR 124,000,556, to be paid by means of a guarantee line of credit and a cash line of credit. For more information on the funding arrangements of the Offer, see Section G.2.2 of this Offer Document. KEY EVENTS Set forth below is a summary in chronological order of the key events as from the communication disseminated pursuant to Article 102 of the TUF on May 28, 2010 and attached hereto in Appendix 1. Date Event Communication Method May 28, 2010 Approval by the Offeror s Board of Directors of the decision to launch the Offer Offeror's Communication under Articles 102 and 114 of the TUF and 37 of the Issuers Regulations June 1, 2010 Deposit of Offer Document with Consob Offeror's Communication under Article 114 of the TUF June 14, 2010 Issuer s Board of Directors approves the Issuer s communication under Article 103 of the TUF on the basis of the fairness opinion on the Offer Price issued by Credit Suisse Offeror's Communication under Article 114 of the TUF June 16, 2010 Approval of the Offer Document by Consob Offeror's Communication under Article 114 of the TUF June 18, 2010 Notice regarding publication of the Offer Document Publication in the "Il Sole 24 Ore newspaper of the notice under Article 38 of the Issuers Regulations June 21, 2010 Start of Offer Acceptance Period Not Applicable 9

22 July 23, 2010 End of Offer Acceptance Period Offeror's Communication under Article 114 of the TUF containing the provisional results of the Offer By 7:59 pm on the second trading day following the end of the Acceptance Period By the second trading day from the communication above or from any communication announcing the non-fulfillment of the conditions of the Offer without any accompanying waiver By July 27, 2010 (day before the Payment Date) July 28, 2010 (Payment Date) Upon meeting the legal conditions and as soon as possible after determination of the price in accordance with applicable requirements. By the trading day preceding the Payment Date in the Mandatory Buy-out procedure under Article 108(2) of the TUF Upon meeting the legal conditions and as soon as possible after determination of the price in accordance with applicable requirements. Communication of fulfillment of the conditions to the Offer, of non-fulfillment, or of a decision to waive condition Restitution of the availability of Shares tendered in the Offer if the conditions of the Offer have not been fulfilled and no waiver by the Offeror Notice of final results of the Offer and the possible existence of the conditions for the Mandatory Buy-out under Article 108(2) of the TUF or the existence of the conditions for the Mandatory Buy-out under Article 108(1) of the TUF or the Squeeze-out Right under Article 111 of the TUF Payment of Offer Price to those accepting the Offer On achieving the 90% threshold and thus triggering the Mandatory Buy-out under Article 108(2) of the TUF, publication of any further notice containing guidance on the arrangements and terms with which the Offeror will comply with Mandatory Buy-out under Article 108(2) of the TUF, and information on the timetable for delisting of the Shares Reporting final results of the Sell-out procedure under Article 108, Paragraph 2 of the TUF On achieving the 95% threshold and thus triggering of the Mandatory Buy-out under Article 108(2) of the TUF and Squeeze-out Right under Article 111 of the TUF, publication of any further notice containing information on the terms and conditions by which the Offeror will jointly carry out the Mandatory Buy-out procedure under Article 108(1) of the TUF and exercise the Squeeze-out Right under Article 111 of the TUF, and information on the timetable for delisting the Shares Offeror's Communication under Article 114 of the TUF Offeror's Communication under Article 114 of the TUF Publication of the final results of the Offer under Article 41, Paragraph 5 of the Regulations for Issuers in the "Il Sole 24 Ore newspaper Not Applicable Publication of notice in the Il Sole 24 Ore newspaper Publication of notice in the Il Sole 24 Ore newspaper Publication of notice in the Il Sole 24 Ore newspaper 10

23 A) NOTICES A.1. Conditions to effectiveness of the Offer Until the first trading day following the end of the Acceptance Period, the effectiveness of the Offer is subject to: (i) domestic or international events resulting in serious changes in market conditions that have material adverse effects on the Offer and/or the Issuer and/or its subsidiaries (the Gewiss Group ), or (ii) facts or circumstances relating to the Gewiss Group not disclosed to the market as of the date of this Offer Document that constitute a material adverse change to the balance sheet, income statement or financial condition of the Gewiss Group. The Offeror may, in its sole discretion, waive any or all of the above conditions at any time. The Offeror, within the limits imposed by applicable law, reserves the right to extend the Acceptance Period. The Offeror will give notice of the occurrence of a failure to meet the condition to the Offer and any decision to waive the same, no later than 7:59 a.m. on the second trading day following the end of the Acceptance Period, by means of a communication sent to Consob, to Borsa Italiana, and to at least two news agencies, as well as the notice regarding the final results of the Offer described in Section C.5. In the event that the condition to the Offer is not met and the Offeror does not exercise the right to waive such condition, causing the Offer to become ineffective, the Shares included in the Offer will be returned to their respective owners, without charge or expense, by the second trading day following the above communication. A.2 Issuer's Communication The communication that the Board of Directors of the Issuer is required to disseminate under the combined provisions of Article 103(3) of the TUF and Article 39 of the Issuers Regulation, containing all information useful for assessment and evaluation of the Offer, was approved by the Board of Directors of Gewiss on June 14, 2010 and, along with the fairness opinion issued by Credit Suisse Securities (Europe) Limited Milan Branch ( Credit Suisse ), is attached hereto as Appendix 2. A.3 Offeror s statement of intent regarding restoration of float in the event it attains 90% of the share capital of the Issuer Mandatory Buy-out under Article 108(2) of the TUF As stated in the Introduction and in Notice A.5 and Section G.2.1 below, the removal of the Issuer s Shares from listing on the MTA is one of the main objectives of the Offeror. In the event that, after making the Offer, the Offeror holds (due to acceptance of the Offer and any shares acquired outside the Offer if made during the Acceptance Period) more than 90% but less than 95% of the share capital of the Issuer, also taking into account the holdings of Polifin S.p.A., the Offeror hereby declares that it does not intend to restore a float sufficient to ensure regular trading. In such a situation the Offeror, under Article 108(2) of the TUF will be required to buy the remaining shares from those shareholders of the Issuer that have not accepted the Offer and have so requested ( Mandatory Buy-out under Article 108(2) of the TUF ) at a price per share determined in accordance with the provisions of Article 108(4) of the TUF. The Offeror will communicate the possible existence of conditions triggering the Mandatory Buy-out under Article 108(2) of the TUF in a notice of the results of the Offer to be published pursuant to Article 41(5) of the Issuer Regulations, as specified in Section C.5. If so, a statement will be provided therein regarding: (i) the number of remaining Shares (in absolute terms and percentages); and (ii) the terms and conditions under which the Offeror will comply with the Mandatory Buy-out under Article 108(2) of the TUF. It is also noted that, under Article 2.5.1, Paragraph 8 of the Regulations of the markets organized and managed by the Borsa Italiana S.p.A. (the Borsa Regulations ), implementing the conditions of Article 108(2) of the TUF, the Shares will be delisted as from the first trading day following the last day for payment of the offer price for the Mandatory Buy-out under Article 108(2) of the TUF except as indicated in Notice A.4 below. 11

24 Therefore, following the occurrence of the conditions triggering the Mandatory Buy-out under Article 108(2) of the TUF, the holders of Shares who decide not to accept the Offer and do not request the Offeror to acquire their Shares pursuant to the Mandatory Buy-out under Article 108(2) of the TUF will hold securities that are not traded on any regulated market, except as indicated in the Note A.4 below, which will make it difficult to liquidate their own investment in the future. A.4 Offeror s statement of intent regarding the Squeeze-out Right under Article 111 of the TUF and the Mandatory Buy-out under Article 108(1) of the TUF In the event that the Offeror comes to hold (due to acceptance of the Offer and any Shares acquired outside the Offer and/or through the Mandatory Buy-out under Article 108(2) of the TUF) more than 95% of the share capital of the Issuer, also taking into account the holdings of Polifin S.p.A., the Offeror hereby declares that it will exercise its right to acquire the remaining outstanding Shares under and pursuant to Article 111 of the TUF (the Squeeze-out Right ). The Squeeze-out Right shall be exercised as soon as possible after the conclusion of the Offer or the Mandatory Buy-out under Article 108(2) of the TUF, depositing the full consideration for the acquisition price for the remaining shares with Centrobanca S.p.A. for such purpose. The offer price will be set according to the provisions of Article 108(3) and (4) of the TUF, as provided in Article 111 of the TUF. The Offeror will announce whether or not the conditions for exercise of the Squeeze-out Right exist in the communication and in the subsequent notice of results of the Offer, as described in Section C.5, or in the communication of the results of the Mandatory Buy-out under Article 108(2) of the TUF. If so, information will be provided therein regarding: (i) the number of remaining Shares (in absolute terms and percentages); and (ii) the terms and conditions under which the Offeror will exercise the Squeeze-out Right under Article 111 of the TUF. In this case, the transfer of Shares acquired pursuant to the exercise of the Squeeze-out Right will take effect upon communication of the deposit of the purchase price by the Offeror with a bank instructed for such purpose. In conjunction therewith, the Issuer will make the resulting entries in the shareholder register. Under Article 2.5.1(8) of the Borsa Regulations, in the event of exercise of the Squeeze-out Right, the Borsa Italiana will provide for the suspension and/or revocation of the Issuer's shares from listing on the MTA, taking into account the time period provided for the exercise of the Squeeze-out Right. It is also noted that the Squeeze-out Right is subject to the same conditions as the mandatory sell-out under Article 108(1) of the TUF ( Mandatory Buy-out under Article 108(1) of the TUF"), so the offer price due to the shareholders in connection with the Mandatory Buy-out under Article 108(1) of the TUF will therefore be due upon exercise of the Squeeze-out Right. Under such circumstances, given that the Offeror intends to exercise the Squeeze-out Right if the conditions are met, the Mandatory Buy-out under Article 108(1) of the TUF will be deemed to be implemented in a single procedure by exercise of the Squeeze-out Right. A.5 Transactions subsequent to the Offer The Offer is intended to delist the Shares in accordance with the terms and conditions described in this Offer Document. Thus, in line with the rationale and purposes of the Offer, the Offeror reserves the right to proceed with a direct or reverse merger between the Issuer and the Offeror. It should be noted that, regardless of the above purposes, the merger will also be assessed in terms of whether it has shortened the chain of control. However, as of the date of this Offer Document, no decisions have been made by the competent decision-making bodies of the companies involved in the merger. The merger may be carried out as an outcome of this Offer and/or implementation of the Mandatory Buy-out and/or exercise of the Squeeze-out Right, or even in the twelve months following the Payment Date (as defined in Section F.1) if necessary and/or appropriate for best achievement of the plan for the development and consolidation of the Issuer s activities and the reorganization of the ownership structure and corporate governance thereof (described in Section G.2.1 below) or in order to shorten the chain of control. 12

25 Merger without delisting of the Shares In the event that the Shares are not delisted after the Offer, the Offeror may carry out the delisting by means of the merger. If the Issuer is merged without a delisting of the Shares, shareholders of the Issuer that did not participate in approval of the merger by incorporation of the Issuer into the Offeror will have a withdrawal right under Article 2437-quinquies of the Civil Code, in which case they would receive in exchange shares that are not traded on a regulated market. In this case, the liquidation value of the shares will be determined under Article 2437-ter(3) of the Civil Code, by exclusive reference to average closing prices during the six months preceding publication of the notice of the call to meeting at which the delisting is authorized. Therefore, following the merger, shareholders that decide not to exercise the right of withdrawal would hold securities not traded on any regulated market, which would make it difficult to liquidate their investment in the future. Merger after delisting of the Shares Without prejudice to the foregoing, in the alternative situation in which the Issuer would be subject to merger after the Shares are delisted from the Borsa Italiana (due to implementation Mandatory Buy-out and/or exercise of the Squeeze-out Right) the shareholders of the Issuer that did not participate in the debate on approving the merger would only have the right to withdraw pursuant to one of the conditions under Article 2437 of the Civil Code. In this case, the liquidation value of shares subject to withdrawal would be determined under Article ter(2) of the Civil Code, taking into account the Issuer s net worth and its future profits as well as the potential market value of its shares. The credit agreement signed by the Offeror with Centrobanca S.p.A. provides for mandatory prepayment of the financing if a direct or reverse merger is completed between Unifind and the Issuer (following the registration provided for in Article 2504-bis(2) of the Civil Code). For further information, please refer to Section G.2.2 of this Offer Document. Future Plans The Offeror intends to develop Gewiss by expanding its current activities and pursuing a development strategy that could involve potential operational decisions whose effect is difficult to assess a priori in a market situation that is unstable, opaque and subject to strong competitive pressure. Based on information held by the Offeror, it is impossible to make assumptions about the economic and financial effects of any extraordinary transactions that might be undertaken within twelve months of the Offer. For more information on by the Offeror's plans, see the paragraph G.3 of this Offer Document. A.6 Applicability of exemptions under Article 101-bis(3) of the TUF Under Article 101-bis(3)(c) of the TUF, since the Offer is made by the Offeror which, as of the date of this Offer Document, already holds the majority of the voting rights that can be exercised at Issuer's ordinary general shareholders meeting, the following do not apply with respect to the Offer: the provisions contained in Articles 102 (Obligations of offerors and powers for disqualification), Paragraphs 2 and 5, 103 (Conduct of the Offer), Paragraph 3-bis of the TUF, and any provision of the TUF that imposes specific information obligations on the Issuer or the Offeror with regard to employees or their representatives, and Articles 104 (Defense), 104-bis (Breakthrough Rule) and 104-ter (Reciprocity Clause ) of the TUF. A.7 Possible alternative scenarios for the holders of shares of the Issuer For the sake of greater clarity, below is an illustration of the possible scenarios for existing stockholders of the Issuer in the case of either acceptance or non-acceptance of the Offer. (i) In the case of acceptance and success of the Offer: 13

26 (ii) (a) The Issuer's stockholders will receive EUR 4.20 for each share held by them and taken to by way of acceptance, provided that if the Offer is not completed, the Shares included in the Offer by each accepting party will be returned to their respective holders, without charge or expense, by the second trading day following the communication of non-fulfillment of the condition of the Offer without a waiver thereof (see Notice A.1). In the case of non-acceptance of the Offer: (a) (b) If, following the Offer, the Offeror acquires at least 95% of the share capital of the Issuer, under Article 111 of the TUF, the Offeror will be entitled to acquire the remaining securities upon a declaration by the Offeror that it intends to exercise this right. If the Offeror holds a stake of less than 95% but more than 90% of the capital of Gewiss, the Offeror will be obligated to acquire the remaining securities from any applicant in consideration of the intention of the Offeror not to restore within ninety days a float large enough to ensure regular trading (see in this respect Notices A.4 and A.3 above). In the case above, Gewiss shareholders that do not accept the Offer have the obligation and the right, respectively, to sell their Shares to the Offeror, subject to application of the rules contained in Articles 108 and 111 of the TUF, as specified in Notices A.3 and A.4 of this Offer Document. If, following the Offer, the Offeror acquires at least 90% of the share capital of Gewiss and so does not carry out the conditions for delisting under Article 108 of the TUF, the Offeror reserves the right to proceed with the merger by incorporation of the Issuer into the Offeror, in the manner described in Notice A.5 above. In this regard it should be noted in particular that: (i) shareholders of the Issuer that have not accepted the Offer and that have not participated in approval of the merger will have the right of withdrawal under Article 2437-quinquies of the Civil Code and the liquidation value of the shares subject to withdrawal will be determined under Article 2437-ter of the Civil Code, with reference only to the average closing prices in the six months preceding the publication of the notice of the call to meeting at which the cancellation is approved, and (ii) the shareholders of the Issuer that approved the resolution in favor of the merger, will receive in exchange shares in an unlisted company, with the resulting difficulty in liquidating their investment in the future. A.8 Method of determining the share price for the securities and rationale thereof The Offer Price is EUR 4.20 for each Share tendered in acceptance of the Offer and will be paid entirely in cash on the Payment Date, as defined in Section F.1 of this Offer Document. The Offer Price was determined following the Offeror s independent appraisal of the Issuer's economic and financial situation based on its balance sheets, as well as in light of projected growth in the medium to long term for the Group headed by the Issuer. It is stated specifically that in determining the Offer Price, the Offeror did not use or obtain estimates produced by independent experts for purposes of comparison. For further relevant information, please refer to Section E.1 of this Offer Document. A.9 Approval of the semi-annual financial statements during the offer period During the Acceptance Period, the Issuer s Board of Directors is expected to approve the semi-annual financial statements as of June 30, The Board meeting is scheduled for July 20, The financial statements will be communicated by the Issuer and made available to the public in accordance with applicable law and on the website This document is important for a complete appraisal of the situation and the prospects of the Issuer. 14

27 A.10 Relationship between the Offeror and the Intermediary in Charge of Coordinating the Collection of Acceptances As regards the relationship between the Offeror and Centrobanca S.p.A., the following should be noted: Centrobanca S.p.A. has issued on behalf of the Offeror a cash confirmation letter under which it will unconditionally and irrevocably guarantee the exact performance of the obligation of the Offeror to pay the Maximum Amount. The Offeror has entered into a credit facility agreement in the maximum amount of EUR 124,000,556 with Centrobanca S.p.A., as further described in Section G.2.2 of this Offer Document. Centrobanca S.p.A. was also entrusted with the role of Intermediary in Charge of Coordinating the Collection of Acceptances. A.11 Pledge of shares of the Issuer To secure the financing provided by Centrobanca S.p.A., the Offeror has pledged 41,333,520 Gewiss shares already in its possession and representing 34.44% of the share capital of the Issuer. Under the pledge, the Offeror enjoys the voting rights pertaining to such 41,333,520 shares of the Issuer, provided that in the case of breach of the obligations contained in the Credit Facility Agreement (as defined below), including those relating to repayment of the principal and interest payments, voting rights may be exercised by Centrobanca S.p.A. A.12 Related parties In relation to the Offer, Mr. Domenico Bosatelli and Mrs. Giovanna Terzi assume the status of parties related to the Issuer under the Regulation approved by Consob by resolution no of March 12, 2010, as members of the Board of Directors of the Offeror and members of the Board of the Issuer, and for that reason have not taken part in the deliberations of the Issuer on the appointment of the consultant in charge of drafting the fairness opinion and approval of the notice under Article 103(3) of the TUF, as further described in the same communication attached as Appendix 2. 15

28 B) PARTICIPANTS IN THE TRANSACTION B.1 Information regarding the Offeror B.1.1 Corporate name, legal form and registered office The corporate name of the Offeror is Unifind S.p.A. The Offeror is a limited company (società per azioni) with registered office in Bergamo, at Via Frizzoni No. 17, and registered with the Registrar of Companies of Bergamo under number , REA No B.1.2. Organization, duration and corporate purpose The Offeror was incorporated on December 6, 1979 by instrument of the Notary Dr. P. Mangili, Rep. No The duration of the Company is until December 31, Under Article 2 of its articles of incorporation (statuto sociale), the purpose of the Offeror s activities is to: "carry out any financial, industrial or commercial transactions and real property transactions, including the purchase and sale of listed and unlisted securities, performance of any transaction in securities either in the form of carryovers such as anticipation or conclusion of mortgages, the performance of commercial brokerage transactions, guarantee of both judicial and extrajudicial agreements. For the purpose of achieving its corporate purpose, the company may also carry out leasing transactions in respect of both movable property and real property, grant guarantees and sureties in favor of third parties and affiliated companies or subsidiaries, advances against the assignment of claims, technical, administrative and financial coordination of the company or entities in which it holds an interest. It may acquire stakes or shares in other companies whether already or in the process of incorporation. Excluded is the collection of savings from the public in whatever form, the performance of activities referred to in Art. 12 of the Act No. 77of March 23, 1983, as well as professional practice in relation to the public of the financial activities referred to above and those referred to in Article 1 of Act No. 1 of January 2, " B.1.3. Governing Law and Jurisdiction The Offeror is organized and operates in accordance with Italian law. It is subject to the jurisdiction of the courts of Bergamo. B.1.4. Share Capital As of the date of this Offer Document, the share capital of the Offeror totals EUR 2,522,000, fully issued and paid-in, divided into 2,522,000 shares with a par value of EUR 1.00 each. B.1.5. Ownership structure As of the date of this Offer Document, the share capital of the Offeror is wholly owned by Polifin S.p.A., with registered office in Bergamo, at Via Frizzoni No. 17. B.1.6. Corporate decision-making bodies Board of Directors Pursuant to Article 19 of the articles of association, the Offeror is managed by a Board of Directors consisting of 3 to 7 members. 16

29 The Board of Directors in office as of the date of this Offer Document was appointed by a resolution dated May 7, 2009, will remain in office until the approval of the balance sheet for the fiscal year ending December 31, 2011, and is composed of three members, as shown in the table below: Position held Name and surname Date and place of birth Date of appointment Chairman of the Board of Directors Domenico Bosatelli Alzano Lombardy (BG), December 3, 1933 Director Giovanna Terzi Trescore Balneario (BG), August 25, 1955 May 7, 2009 May 7, 2009 Director Claudio Melegoni Bergamo, March 2, 1954 May 7, 2009 For the purposes of the positions held, the address of the members of the Board of Directors is the Offeror s registered office. Board of Statutory Auditors Pursuant to Article 27 of the articles of association, the Board of Statutory Auditors (Collegio Sindacale) of the Offeror consists of three statutory auditors and two alternate statutory auditors. The Board of Statutory Auditors in office as of the date of this Offer Document was appointed by a resolution dated May 7, 2008, will remain in office until the approval of the balance sheet for the fiscal year ending December 31, 2010, and is composed of the members shown in the table below: Position held Name and surname Date and place of birth Date of appointment Chairman of the Board of Statutory Auditors Piergiorgio Butti Tavernola Bergamasca (BG), March 2, 1944 Standing Auditor Alberto Finazzi Bergamo, November 9, 1963 May 7, 2008 May 7, 2008 Standing Auditor Laura Milesi Bergamo, May 11, 1968 May 7, 2008 Standing Auditor Francesca Maconi Bergamo, June 10, 1963 May 7, 2008 Standing Auditor Massimiliano Tiraboschi Bergamo, March 31, 1975 May 7, 2008 For the purposes of the positions held, the address of the members of the Board of Directors is the Offeror s registered office. Audit Firm The firm in charge of auditing the financial statements of the Offeror is KPMG, with registered office in Milan, at Via Vittor Pisani No. 25. This appointment was made by a resolution dated November 6, 2007 and will expire upon approval of the balance sheet for the year closing on 31 December B.1.7. Overview of the group to which the Offeror belongs As of the date of this Offer Document, all of the share capital of the Offeror is held by Polifin S.p.A., which has also a 10% interest in the share capital of the Issuer. 17

30 Polifin S.p.A. Corporate name, legal form and registered office The corporate name is Polifin S.p.A. Polifin S.p.A. is a limited company (società per azioni) with registered office in Bergamo, at Via Frizzoni No. 17, and is registered with the Registrar of Companies of Bergamo under number , REA No Organization, duration and corporate purpose Polifin S.p.A., a limited company, was incorporated on June 22, 2007 by an instrument drawn up by the Notary Dr. P. Mangili, Rep. No /9215. The duration of the Company is until December 31, Pursuant to Article 2 of its articles of incorporation, the purpose of this company s activities is to: "the holding of equity interests in general, namely, the acquisition, holding and management of rights, whether represented or not by certificates, to the capital of other enterprises, the technical, administrative and financial coordination of subsidiaries, including through the provision of payment services and guarantees and financing in any form, the purchase and sale of securities and financial products including on the stock exchange, for its own account and for the purpose of investment. All excluding the conduct of transactions in relation to the public, pursuant to Finance Ministry Decrees of July 6, 1994 (published in Official Gazette No. 170 of July 22, 1994), and other reserved financial activities. Therefore, the following are expressly excluded: acquisition of credits against entities not belonging to the group, supply of consumer credit, even to its own shareholders; merchant-banking; collection of savings among the public; activities specified by the Act No. 1 of January 2, 1991 (S.I.M.) and any other financial or professional activities reserved by law. To achieve its corporate purpose, the Company may perform all business commercial (including import/export), industrial or real estate transactions that are necessary or appropriate, including the hiring and granting agencies, commissions, representations, with or without deposit, and mandates; purchase, use, transfer of patents and intellectual property; establishment of joint ventures, whether as a corporate principal or as agent. To the same end, the Company may also carry out financial transactions in general, take funding, grant guarantees, including real estate guarantees including for third parties, and assume, directly or indirectly, in Italy and abroad, interests and holdings in other companies or businesses, or consortia of any type whatever with a purpose similar, related or connected to its own. Excluded is the collection of savings from the public in whatever form, the performance of activities referred to in art. 12 of the Act No. 77 of March 23, 1983, as well as professional practice in relation to the public of the financial activities referred to above and those referred to in Article 1 of Act No. 1 of January 2, 1991." As of the Publication Date, Polifin S.p.A. only holds interests in the Offeror and the Issuer. Share capital As of the date of this Offer Document, the share capital of the company totals EUR 18,000,000.00, fully subscribed and paid-in, divided into 18,000,000 shares with a par value of EUR 1.00 each. Ownership structure As of the date of this Offer Document, Mr. (Cav. Lav.) Domenico Bosatelli holds 17,999,100 ordinary shares and Giovanna Terzi, Mr. (Cav. Lav.) Domenico Bosatelli s wife, holds 900 ordinary shares, representing % and 0.005%, respectively, of the capital Polifin S.p.A. Corporate decision-making bodies Board of Directors Pursuant to Article 17 of the articles of incorporation, the company is managed by a Board of Directors consisting of 3 to 7 members. 18

31 The Board of Directors in office as of the date of this Offer Document was appointed by a resolution dated May 26, 2010, will remain in office until the approval of the financial statements for the fiscal year ending December 31, 2012, and is composed of three members, as shown in the table below: Position held Name and surname Date and place of birth Date of appointment Chairman of the Board of Directors Domenico Bosatelli Alzano Lombardy (BG), December 3, 1933 Director Giovanna Terzi Trescore Balneario (BG), August 25, 1955 May 26, 2010 May 26, 2010 Director Claudio Melegoni Bergamo, March 2, 1954 May 26, 2010 Board of Statutory Auditors Pursuant to Article 25 of the articles of incorporation, the Board of Statutory Auditors of the Offeror consists of 3 statutory auditors and two alternate statutory auditors. The Board of Statutory Auditors in office as of the date of this Offer Document was appointed by a resolution dated May 26, 2010, will remain in office until the approval of the financial statements for the fiscal year ending December 31, 2012, and is composed of three members, as shown in the table below: Position held Name and surname Date and place of birth Date of appointment Chairman of the Board of Statutory Auditors Piergiorgio Butti Tavernola Bergamasca (BG), August 5, 1944 Standing Auditor Alberto Finazzi Bergamo, November 9, 1963 May 26, 2010 May 26, 2010 Standing Auditor Laura Milesi Bergamo, May 11, 1968 May 26, 2010 Substitute Auditor Francesca Maconi Bergamo, June 10, 1963 May 26, 2010 Substitute Auditor Massimiliano Tiraboschi Bergamo, March 31, 1975 May 26, 2010 Audit Firm The firm in charge of auditing the financial statements of the Offeror is KPMG S.p.A., with registered office in Milan, at Via Vittor Pisani No 25. This assignment was conferred by a resolution dated November 6, 2007 and will expire upon approval of the financial statements for the fiscal year ending December 31, B.1.8 Overview of the group controlling the Offeror As of the date of this Offer Document the Offeror has only a stake of % of the share capital of the Issuer. B.1.9. Activities of the Offeror Since its organization, the Offeror has only managed shareholdings in the Issuer and does not carry out any other significant activities. 19

32 B Balance sheet and income statement of the Offeror The following tables show the income statement, balance sheet and financial statements at 31 December 2009, compared to the data at December 31, 2008, and taken from the financial statements of Unifind at December 31, Balance Sheet Figures as of December 31 Figures in thousands of Euros Assets Receivables from shareholders for capital contributions - - Assets - - Intangible assets - - Tangible assets - - Financial assets 28,080 28,080 Total assets 28,080 28,080 Current assets Inventories - - Loans Financial assets - - Cash and cash equivalents 0 0 Total current assets Accruals and deferred income - - Total assets 28,132 28,125 Liabilities Shareholders Equity Capital 2,522 2,522 Share premium reserve - - Revaluation reserve Legal reserve Articles of incorporation reserve - - Reserve for portfolio shares - - Other reserves Deferred profits (losses) 6,204 12,444 Deferred profits (losses) for the fiscal year 6,240 6,865 Total equity 15,542 22,407 Provisions for liabilities and charges - - Provision for severance benefits - - Debts 12,590 5,719 Accruals and deferred income - - Total liabilities and equity 28,132 28,125 20

33 Income Statement Figures as of December 31 Figures in thousands of Euros Revenues (value of production) Revenues from sales and services - - Change in inventories of work in progress, semi-finished - - and finished products Changes in contract work in progress - - Increase in company-produced additions to fixed assets - - Other revenues and income - 0 Total revenues (value of production) - 0 Operating costs Raw materials, consumables and goods - - Services Lease and rental expenses - - Personnel expenses - - Depreciation, amortization and write-downs 0 - Changes in inventories of raw materials, - - consumables and goods Provisions for risks - - Other provisions - - Other operating expenses Total operating costs Revenues less operating costs (49) (57) Financial income and charges Income from equity investments 6,240 7,128 Other financial income Interest and other financial charges (106) (170) Total financial income and charges 6,415 6,957 Adjustments to financial assets - - Extraordinary income and charges - - Earnings before taxes 6,366 6,901 Current taxes Deferred tax (assets) / liabilities - (45) Net profit (loss) for the fiscal year 6,240 6,865 B Recent performance and outlook As regards the consolidated balance sheet and income statement at December 31, 2009, there are no events that might have a material effect on the economic, asset or financial situation of the Offeror during the period between December 31, 2009 and the Publication Date of the Offer Document. 21

34 B.2 Information concerning the Issuer and the group to which it belongs The information contained in this Section B.2 solely deals with public information made available by the Issuer and obtained from, inter alia, the Registrar of Companies of Bergamo and other publicly available information. The information regarding the Issuer contained in this Offer Document is derived from the following documents: - Consolidated interim management report at March 31, 2010; - Statutory consolidated financial statements at December 31, 2009; - Gewiss press release issued March 16, 2010 regarding approval of the financial statements at December 31, 2009 by the shareholders at the General Shareholders Meeting of the Issuer. The documents mentioned above (and other relevant documents regarding the Issuer and its subsidiaries) are published on the website The Offeror does not guarantee the nonexistence of any further information or data regarding the Issuer that, if known, might lead to a judgment with respect to the Issuer and/or the Offer that is different from one based on the information and data set out below. B.2.1. Corporate name, legal form and registered office The corporate name of the Issuer is GEWISS S.p.A. The Issuer is a limited company (società per azioni) organized under Italian law, with registered office in Cenate Sotto (Bergamo), at Via A. Volta, No 1, and registered with the Registrar of Companies of Bergamo under number , REA No B.2.2. Organization and duration The Issuer was incorporated on July 18, 1974 by an instrument of the Notary Dr. Anselmo, Rep. no The duration of the Company is until December 31, 2050, unless extended by decision of the shareholders acting at an extraordinary shareholders meeting. B.2.3. Governing law and jurisdiction Gewiss was organized and operates in accordance with Italian law. B.2.4. Share capital and listing As of the date of this Offer Document, the issued and paid-in share capital of the issuer totals EUR 60,000,000.00, divided into 120,000,000 shares with a par value of EUR 0.50 each, and which have been listed on the MTA since The Issuer has not issued any other types of shares. The Issuer has not issued bonds convertible into Shares, nor is there any commitment to issue bonds or any delegation that gives the Board of Directors the power to decide on the issuance of bonds convertible into Shares. B.2.5. Principle shareholders Based on the communications disseminated pursuant to Article 120, second paragraph, of the TUF and Part III, Title III, Chapter I, Section I of the Issuers Regulation, as of the date of this Offer Document the following parties hold more than 2% of the share capital of the Issuer: 22

35 Reporting party Direct shareholder % of share capital Domenico Bosatelli Unifind S.p.A % First Eagle Investment Management LLC (*) (*) Polifin S.p.A % First Eagle Investment Management LLC 7.669% As one of the managers of the First Eagle Global Fund, which individually holds 2.01%, and the First Eagle Overseas Fund, which individually holds 5.4%. B.2.6. Corporate decision-making bodies and audit firm Board of Directors Pursuant to Article 16 of the articles of incorporation, the Issuer is managed by a Board of Directors that consists of not less than five and not more than nine members (including the Chairman) that may also include non-shareholders. The Board of Directors in office as of the date of this Offer Document was appointed by a resolution dated May 7, 2008, will remain in office until the approval of the balance sheet for the fiscal year ended December 31, 2010, and is comprised of 9 members, as shown in the table below: Position held Name and surname Date and place of birth Date of appointment Chairman, Chief Executive Officer and General Manager Domenico Bosatelli Alzano Lombardy (BG), December 3, 1933 Vice Chairman and Director Fabio Bosatelli Alzano Lombardy (BG), January 8, 1966 Vice Chairman and Director Luca Bosatelli Alzano Lombardy (BG), June 22, 1967 May 7, 2008 May 7, 2008 May 7, 2008 Director Lorenzo Folio (1) (2) (3) Milan, August 14, 1938 May 7, 2008 Director Nicodemo Pezzella (4) Brescia, August 31, 1967 May 7, 2008 Director Roberto Ruozi (1) (2) (3) (5) Biella, May 17, 1939 May 7, 2008 Director Giovanni Sala (2) (3) Genova, April 14, 1938 May 7, 2008 Director Giovanna Terzi Trescore Balneario (BG), August 25, 1955 May 7, 2008 Director Angelo Vibi Genova, December 3, 1948 May 7, 2008 (1) (2) (3) (4) (5) Non-executive and independent director Director and member of Audit Committee Director and member of Remuneration Committee Director responsible for preparing corporate accounting documents. Lead Independent Director. The directors currently in office are drawn from the list submitted by the controlling shareholder, Unifind S.p.A. In compliance with the provisions of the Code of Conduct for listed companies, an internal control manager was appointed, which individual is the Internal Auditing Manager, Diego Fratus. 23

36 For the purposes of the positions held, the members of the Board of Directors are domiciled at the registered office of the Issuer. Board of Statutory Auditors Pursuant to Article 21 of articles of incorporation, the Board of Statutory Auditors is comprised of 3 standing auditors and 3 substitute auditors. The Board of Statutory Auditors in office as of the date of this Offer Document was appointed by a resolution dated April 27, 2010, will remain in office until the approval of the financial statements for the fiscal year ended December 31, 2012, and is comprised as shown in the table below: Position held Name and surname Date and place of birth Date of appointment Chairman of Board of Statutory Auditors Attilio Torracca La Spezia, February 10, 1962 April 27, 2010 Standing Auditor Riccardo Ronchi Milan, June 27, 1960 April 27, 2010 Standing Auditor Fabrizio Gardi Milan, June 20, 1949 April 27, 2010 Substitute Auditor Francesco Dori Milan, April 7, 1962 April 27, 2010 Substitute Auditor Tullio Fumagalli Bergamo, July 14, 1965 April 27, 2010 Substitute Auditor Paolo Antonio Ranieri Milan, February 6, 1961 April 27, 2010 The statutory auditors currently in office are drawn from the list submitted by the controlling shareholder, Unifind S.p.A. For purposes of the positions assumed, the members of the Board of Statutory Auditors are domiciled at the registered office of the Issuer. Audit Firm The firm in charge of auditing the annual financial statements and consolidated financial statements of the Issuer and the subsidiaries group which it heads is KPMG S.p.A. headquartered in Milan, Via Vittor Pisani No 25. This assignment was conferred by the shareholders acting at a general shareholders meeting of the Issuer on May 7, 2008 and will expire upon approval of the financial statements for the fiscal year ending December 31, B.2.7. Overview of the Issuer's Group The following is a graphical representation of the structure of the Group headed by the Issuer as of the date of this Offer Document. 24

37 GEWISS S.p.A. COMMERCIAL SERVICES COMPANIES MANUFACTURING COMPANIES 100% GEWISS IBERICA SA 100% GEWISS FRANCE SAS 100% GEWISS UK LTD 100% GEWISS DEUTSCHLAND GMBH 100% GEWISS ISTANBUL E.T.M.T LTD S. 100% GEWISS PORTUGAL LDA 100% OOO GEWISS RUSSIA 100% GEWISS ROMANIA SRL 100% GEWISS CHILE LTDA 100% GEWISS GULF FZE 100% GEWISS TRADING CO LTD 25

38 Activity of the Issuer's Group The Issuer is a leading global player in the production of solutions for home automation, power and lighting technology for residential, commercial and industrial applications. Brief Description of the Issuer In 1970, Domenico Bosatelli, a Cavaliere del Lavoro, founded Gewiss based on a revolutionary idea: the use of polymers in electrical equipment. Over the years, the company grew following the philosophy of "development as a constant factor of management": a continuous evolution of products, market structure, value and communication over the course of time Foundation of the Company. The use of technopolymer in electrical plant engineering is revolutionary and leads to greater safety, functionality, ease of installation and aesthetic benefit. This decade saw the inauguration of the Cenate Sopra (BG) works, which over the years reached a surface area of 6,000 m 2. In 1975, the company converted from a sole proprietorship to limited company Development. The Gewiss sales range increasingly takes the shape of a global installation solution in the civil, tertiary and industrial fields, as amply demonstrated by the expansive catalogue of 1,000 products. In 1988, Gewiss shares are quoted on the Milan Share Exchange. Sales exceed 25 billion dollars halfway through the decade, and quadruple by the end of Internationalization. The internationalization process is intensified in the second half of the 90s through various acquisitions of European leading companies in the sector, including NOWAPLAST, SCHUPA, MERZ and MAVIL, leading to the formation of the Gewiss Group. From the beginning of 2000, a new Logistical and Technology Centre becomes operative in Calcinate (BG), covering 85,000 square meters and featuring a computerized inventory to ensure the continued availability of products to major distributors of electrical equipment Integrated Electrical System. Consolidation of Gewiss offer towards the Integrated Electrical System, thanks to modern infrastructure and technologically advanced production facilities, including a production line for the Compact Series 90MTC circuit breakers, inaugurated in January Internationalization process of the Group is getting stronger. During 2004 and 2005, Gewiss widens its horizons towards the non-european markets. In October 2005, Gewiss Istanbul is founded to develop the presence of Gewiss in the Turkish market. After Turkey, Gewiss Russia was set up in Moscow in December of the same year Home Automation System. The Gewiss Group is present as a consolidated international reality, with industrial sites, subsidiaries in Italy, France, Germany, England, Spain, Portugal, China, Russia, Turkey, Romania, Chile, the United Arab Emirates, and agencies in more 80 countries worldwide. The CHORUS international home automation system is devised for home and building automation. The sales range comprises over 20,000 products for home automation, energy and lighting. Activities of the Issuer The Gewiss Group is an international group operating in 80 countries with 7 production sites (4 in Italy, 1 in Portugal, 1 in France and 1 in Germany), 8 trading/service companies (Spain, UK, Turkey, Russia, Romania, Chile, the UAE and China) and a central logistics hub in Italy (Calcinate, Bergamo) from where it manages shipments throughout Europe within a 48-hour timeframe. 26

39 GEWISS S.p.A. offers solutions for home automation, energy and lighting, inspired by principles of design, functionality and safety, and meeting all system requirements for residential, commercial and industrial uses. The Issuer is active in the following sectors: Domotics: Home automation systems offer advanced solutions for management and control of intelligent homes and buildings, ensuring safety, comfort and energy-savings combined with Italian design; Energy: A technologically advanced range of products covering power protection, connection and distribution and services meeting all requirements of safety, design and functionality; Lighting: Lighting solutions combine visual comfort and energy savings by offering products ideal for uses ranging from industry to road applications, from indoor and outdoor decoration to emergency lighting. 27

40 B.2.8. Recent Performance B Fiscal Year 2009 The following tables show the consolidated income statement, consolidated balance sheet and consolidated cash flow statement at December 31, 2009, compared with data from December 31, 2008 and taken from the annual financial statements of the Gewiss Group at December 31, Income Statement Consolidated figures as of December 31 figures in thousands of Euros Revenue 357, ,558 Sales rebates (19,878) (15,619) Sales revenues 338, ,939 Growth (%) (18.5%) Consumption and outsourcing (138,786) (107,256) Own work capitalized 2,166 2,246 Added value 201, ,929 Margin (%) 56.3% 58.6% Cost of services (55,983) (42,223) Cost of labor (76,572) (71,131) Other operating income (expense) (6,879) Gross operating profit (EBITDA) 62,020 (7,214) 50,361 Margin (%) 17.3% 17.3% Amortization/depreciation and impairment losses (21,625) Net operating profit (EBIT) 40,395 (20,692) 29,669 Margin (%) 11.3% 10.2% Financial income 3,110 Financial expenses (1,252) 1,448 (505) Share of profit (loss) in companies accounted for using the equity method (98) - Gains on the sale of investments in joint ventures Profit before taxes 42,565 Margin (%) 11.9% 30, % Current taxes (16,750) (12,607) Deferred taxes 2, Net profit (loss) 28,792 18,265 Margin (%) 8.0% 6.3% 28

41 Balance Sheet Consolidated figures as of December 31 Figures in thousands of Euros Net fixed assets 157, ,142 Intangible fixed assets 7,673 5,794 Goodwill 2,668 2,668 Tangible fixed assets 146, ,580 Financial fixed assets 1,103 1,100 Current assets 145, ,347 Inventories 58,151 46,501 Property held for sale 6,326 2,233 Trade receivables 78,401 74,373 Other receivables 3,110 4,240 Current liabilities (69,956) (67,921) Trade payables (47,275) (48,304) Other payables (22,681) (19,617) Net working capital 76,032 59,426 Total net invested capital 233, ,568 Net financial position (64,361) (92,852) Medium/long term loans 1,267 1,083 Short-term (loans and payables to other finance providers) Short-term (other) (65,844) (94,119) Post-employment benefits, provisions for risks and charges, deferred tax assets and liabilities 12,537 12,437 Equity 285, ,983 Total sources of financing 233, ,568 29

42 Cash Flow Statement Consolidated figures as of December 31 Figures in thousands of Euros Cash flow from operating activities Profit before taxes 42,565 30,612 Income taxes paid (13,189) (14,783) Amortization/depreciation and impairment losses 21,624 20,692 Impairment losses (reversals of impairment losses) on inv. in JVs 98 - Net provisions (3,292) 2,275 Losses (gains) on disposal of property, plant and equipment 45 (20) and other assets Losses (gains) on disposals (410) - Financial assets Interest payable on loans 34 2 Total cash from operating activities 47,475 38,778 Change in working capital 1,151 12,613 Change in translation reserve relating to current items (315) (28) Total cash generated by change ,585 in net working capital Cash flow from operating activities 48,311 51,363 Cash flow from investing activities Intangible assets (1,386) (1,276) Property, plant and equipment and payables for investments (13,429) (9,882) Other financial assets 14 3 Proceeds from the disposal of the Joint Venture 1,200 - C&S Gewiss India (P) Ltd Proceeds from the disposal of property, plant and equipment Total cash flow from investing activities (12,851) (10,870) Cash flow from financing activities Financing (loans, under reserve), (495) (2,848) Change in bank and payables due to other finance providers (495) (216) Interest paid on loans (34) (2) Dividends paid in the period (12,000) (12,000) Total cash flow from financing activities (13,024) (15,066) Total cash flow 22,436 25,427 Cash and cash equivalents at start of the year 48,821 71,257 Cash and cash equivalents at the end of the year 71,257 96,684 Increase (decrease) in cash and cash equivalents 22,436 25,427 30

43 Notes and comments Net revenues During the course of fiscal year 2009, the Group obtained net revenues of EUR 291,558 thousand, a decrease of EUR 66,394 thousand (-18.5%) compared to the same period of The decrease in revenue is mainly attributed to Gewiss S.p.A. (-19.8%), which recovered significantly from the first quarter of 2009 (-42.4%), Gewiss Iberica, S.A. (-30.9%), Gewiss France SAS (-6.4%) and Gewiss UK LTD (-23.3%), which was affected by the appreciation of the Euro against the pound Sterling (the change in sales in pound Sterling compared to the previous period amounts to -14.2%). Revenues at Gewiss Deutschland GmbH increased by 13.9%. Sales of the Group in Italy amount to EUR 164,150 thousand, accounting for 56.3% of gross revenues. Sales rebates are determined by specific agreements with customers and with the purchasing groups with which incentive plans are agreed to promote sales growth. Consumption and outsourcing The decrease in consumption compared to the previous year (-22.7%) is mainly due to the combined effect of a decrease in volumes purchased, a reduction in the costs of primary raw materials (plastic and metal) and less use of outsourced production following the reorganization of production flows. During the year, the Group has focused on both the flexibility of the supply chain and increased efficiency in production capacity. Noteworthy is the Group's proven capacity to combat the significant drop in industry sales through significant actions targeting flexible company structures. Gross operating profit (EBITDA) Gross operating profit stood at EUR 50,361 thousand (EUR 62,020 thousand in 2008 accounting for 17.3% of revenue, in line with figures from the previous year. In 2009, the Group stepped up measures to regain efficiency, reorganize priority markets, achieve material cost benefits, cut overhead, and reduce personnel expenses. These measures have made it possible for the Group to absorb a considerable downturn in the business, while retaining the same gross operating profit and generating liquid assets, with 2009 closing with over EUR 92 million in liquidity. The objectives set by management in its contingency plan in terms of absorbing fixed costs and making production resources flexible were achieved, creating a leaner structure to tackle 2010, a year in which poor market visibility and strong competition are still extremely challenging factors. Net operating profit (EBIT) Net Operating Profit stood at EUR 29,669 thousand (EUR 40,395 thousand in 2008), accounting for 10.2% of revenue in 2009 against 11.3% in Net financial income (expenses) Net financial income (expenses) stood at EUR 943 thousand, registering a decrease of EUR 915 thousand compared to 2008 due to a reduction in interest rates. Net profit Net profit in 2009 stood at EUR 18,265 thousand, compared to EUR 28,792 thousand the prior year. 31

44 Net working capital Net working capital was equal to EUR 59.4 million, against EUR 76 million in the previous year. The decrease of EUR 16.6 million is mainly attributable to: a decrease in current assets of EUR 18.6 million, due to a reduction in inventories of EUR 11.6 million (logistic efficiencies and lower prices of materials), a reduction in trade receivables of EUR 4 million, the reclassification of property held for sale of the German subsidiary under fixed assets, which were partially offset by the increase in other receivables and assets for EUR 1. 1 million. a decrease in current liabilities by EUR 2 million, mainly due to a reduction in payables to employees and current tax liabilities of the parent company, partially offset by the increase in trade payables. Net financial position The net financial position of the Group in 2009 reflected liquidity of EUR 92.9 million, an improvement of EUR 28.5 million (+44.3%) compared to the previous year, mainly due to a consolidated cash flow of EUR 39.0 million as well as an actual change in net working capital of EUR 12.5 million, partially absorbed by net investments of EUR 10.9 million and dividend distributions of EUR 12 million. The financial position of the Group, which improved compared to 2008, reflects a solid balance between net fixed assets and current assets. Equity entirely covers total usage, represented by the sum of net fixed assets and current assets. Moreover, the net financial position of the Gewiss Group is positive and in the last three years has increased by more than EUR 50 million despite the considerable investments made. 32

45 B First Quarter 2010 The tables below show the consolidated income statement and the consolidated financial position as at March 31, 2010, extracted from the consolidated quarterly statements of the Gewiss Group as at March 31, Income Statement Consolidated figures as of March 31 Figures in thousands of Euro March 2009 March 2010 Revenue 58,864 71,628 Sales rebates (2,245) (3,443) Sales revenues 56,619 68,185 Growth (%) 21.7% Consumption and outsourcing (21,150) (25,076) Own work capitalized Added value 36,187 43,541 Margin (%) 61.5% 60.8% Cost of services (10,235) (10,418) Costs of labor (18,478) (18,454) Other operating income (expense) (1,021) (1,766) Gross operating profit (EBITDA) 6,453 12,903 Margin (%) 11.0% 18.0% Amortization/depreciation and impairment losses (4,645) (4,374) Net operating profit (EBIT) 1,808 8,529 Margin (%) 3.1% 11.9% Financial income (expense) Profit before taxes 2,168 8,685 Margin (%) 3.7% 12.1% Current and deferred taxes (1,258) (3,248) Net profit (loss) 910 5,437 Margin (%) 1.5% 7.6% 33

46 Balance Sheet Consolidated figures Figures in thousands of EUR December 2009 March 2010 Net Fixed Assets 152, ,766 Intangible Fixed Assets 5,794 5,618 Goodwill 2,668 2,668 Tangible Fixed Assets 142, ,389 Financial Fixed Assets 1,100 1,091 Current Assets 127, ,260 Inventories 46,501 48,937 Property held for sale 2,233 2,233 Trade receivables 74,373 66,487 Other receivables 4,240 3,603 Current Liabilities (67,921) (62,666) Trade payables (48,304) (40,603) Other payables (19,617) (22,063) Net Working Capital 59,426 58,594 Total Net Invested Capital 211, ,360 Net financial position (92,852) (101,006) Medium/long-term 1,083 1,084 Short -term (loans and payables to other finance providers) Short-term (others) (94,119) (102,320) Post-employment. benefits, provisions for risks and 12,437 11,775 charges, deferred tax assets and liabilities Equity 291, ,591 Total Sources of Financing 211, ,360 34

47 Notes and comments Net revenues During the first three months of 2010, the Group s consolidated net revenues increased by 22% as against the same period in 2009, from EUR 58.8 million to EUR 71.6 million EUR. The increase is mainly due to the following markets: Italy (+26%), the UK (+27%), France (+16%), Germany (+10%) and the Middle/Far East (+95%). The Spanish market, which is still suffering from the crisis in the real estate sector, closed the quarter with the same results as the corresponding reference period. Gross operating profit (EBITDA) The Group s gross operating profit during the first three months of 2010 equaled EUR 13 million (18% of revenues) compared to EUR 7 million for the same period in 2009 (11% of revenues), which was however characterized by the de-stocking on the part of distributors of electrical supplies, which in turn caused a considerable drop in sales during the first part of fiscal year 2009, subsequently recovered thanks to commercial activity in subsequent quarters (as shown by the annual margin for 2009, equal to 17% of revenues). Net operating profit (EBIT) Net operating profit stood at EUR 9 million, after amortization and depreciation of EUR 4 million, with a 12% impact on revenues. Net profit Net profits amounted to EUR 5 million (8% of revenues), after taxes of EUR 3 million, compared to EUR 1 million (2% of revenues) for the first quarter of Net financial position Net financial position as of March 2010 stood at EUR 101 million, an improvement of EUR 8 million with respect to the EUR 93 million as of December 31, 2009 (+9%), mainly due to cash flow for the period (EUR 10 million) and a reduction in net working capital (EUR 1 million), partially offset by net investments (EUR 2 million). Outlook During 2010, a weak recovery of private consumption and investment will continue to negatively affect domestic demand for electro-technical companies. In particular, the continuing fragility of residential investment in the domestic market, which has not yet benefitted as hoped from the re-launch of the "Housing Plan ( Piano casa ) will hinder growth in product segments targeting this market. The recovery expected for the electrotechnical industry expected in the second half of the current year (although at a pace that will not be sufficient to restore levels of activity to the pre-crisis period) is strictly dependent on stronger demand from markets with a higher growth potential (emerging markets) and to the start-up of projects financed by the economic policies of the major Western countries. With respect to the Issuer s prospects for fiscal year 2010, a climate of cautious confidence exists, albeit accompanied by considerable monitoring of signs from reference markets. Positive elements will stem from a wide range of innovative products, further updated and integrated with a number of items launched in that are believed to generate considerable potential for growth. Strengthened relations with partner customers and the company s strong brand will guarantee the strategy to 35

48 recover market share, increase sales of high-quality, innovative products (in the domotics, energy and lighting sectors), as well as training for the distribution chain which is currently highly focused on margins and industry partnerships. Negative aspects to face derive from the profound economic and financial crisis affecting the distribution chain, which will become a target for selection due to the liquidity and credit crisis and excess supply of residential property and industrial buildings, fostering aggressive sales policies and dumping. In this context, the results achieved by the Issuer during the first quarter of 2010, in both revenues and net profits, are comforting. However, these results engender a cautious approach with the expectation of a stabilization in competitive dynamics, policy on the distribution of electrical materials, international trends in raw materials costs and governmental actions to stimulate the economy in the major industrial countries. * * * It is expected that the Issuer s Board of Directors will approve the semi-annual financial statements as at June 30, 2010 during the Acceptance Period. The relevant Board meeting is scheduled to take place on July 20, Thereafter, the statements shall be communicated and made available to the public by the Issuer in the legally required form as well as on its website, 36

49 B.3. Intermediaries The intermediary appointed by the Offeror to coordinate the collection of acceptance of the Offer is Centrobanca S.p.A., with registered office in Milan, at Corso Europa No. 16 (the Intermediary in Charge of Coordinating the Collection of Acceptances"). On the date on which the Offeror pays the Offer Price, Centrobanca, S.p.A., in its capacity as Intermediary in Charge of the Collection of Acceptances, will transfer the Shares tendered in the Offer to a securities account in the Offeror's name. B.4. Global Information Agent Georgeson S.r.l., with registered office in Rome, at Via Emilia No. 88, has been engaged as the Global Information Agent for the Offer (refer to Section M below). In this respect, and for the avoidance of doubt, it is hereby stated that Georgeson S.r.l. has been appointed by the Offeror to provide information related to the Offer to any and all shareholders and other institutional parties involved. 37

50 C) CATEGORIES AND AMOUNT OF THE FINANCIAL INSTRUMENTS SUBJECT TO THE OFFER AND ACCEPTANCE METHODS C.1 Categories and amount of the Shares subject to the Offer The Offer covers 28,657,694 Shares having a par value of EUR 0.50 each, representing % of the Issuer s subscribed and paid-in ordinary shares as of the date of this Offer Document. The Offeror will present to those accepting the Offer an Offer Price of EUR 4.20 per Share tendered in the Offer. The Offer Price has been determined by the Offeror on the basis described in Section E.1 below and will be paid at the time and in the form described in Section C.4 below. The Maximum Amount of the Offer, calculated based on the entirety of the Shares covered by the Offer, is EUR 120,362, The Shares tendered in the Offer shall be freely transferable to the Offeror and free of liens or encumbrances of any kind or description, whether in rem, personal or otherwise. During the Acceptance Period, the number of Shares covered by this Offer may be reduced if the Offeror acquires Shares of the Issuer outside of the Offer, in accordance with the provisions of Article 41(2) of the Issuer Regulations. The number of Shares is less than the amount indicated in the Offeror's notice of May 28, 2010, attached as Appendix hereto, due to the acquisitions by the Offeror of ordinary shares of Gewiss pursuant to and for the purposes of Article 41(2)(b) of the Issuer Regulations, referred to below in Section E.5 of this Offer Document. C.2 Percentage of the entire share capital of the Issuer represented by the Shares covered by the Offer The Offer covers 28,657,694 Shares with a par value of EUR 0.50 each, representing % of the Issuer's share capital and representing % of the fully-subscribed and paid-in ordinary shares of the Issuer as of the date hereof, i.e., all outstanding shares of the Issuer after deducting a total of 91,342,306 shares (equal to % of the share capital) currently held by the Offeror and the controlling company Polifin S.p.A. The Issuer has not issued convertible bonds or any other financial instruments other than the Shares. C.3 Authorizations to which the Offer is subject The Offer is not subject to any additional authorization. For additional information regarding the conditions for the effectiveness of the Offer, see Section A1 of this Offer Document. C.4 Terms and conditions for acceptance of the Offer and for the deposit of the Shares An acceptance of the Offer is irrevocable, except for the ability to accept competing offers pursuant to Art. 44(8) of the Issuer Regulations. The Shares are subject to the dematerialization rules for securities under Art. 81 of the TUF, Art. 36 of Legislative Decree No. 213 of June 24, 1998, and the TUF rules on activities adopted by the Bank of Italy and by Consob as provided on February 22, Acceptances are collected on the MTA and therefore the execution of an acceptance form is not required. Those intending to accept the Offer are required to own dematerialized shares duly registered in an account with one of the Depository Intermediaries and shall provide their respective intermediary with an order to accept the Offer pursuant to Art of the Borsa Regulations. Holders of non-dematerialized shares that wish to accept the Offer must first deposit the respective share certificates with a Depository Intermediary in order for them to be dematerialized (and credited into a 38

51 securities consignment account opened in the name of the accepting party, and thereafter delivered to a Depository Intermediary). Shares must be free of any liens or encumbrances of any nature or description, whether in rem, personal or otherwise, as well as freely transferable, and shall have customary rights. Acceptance of the offer by parties not of legal age or subject to guardianship and made by whoever holds parental authority (patria potestà) or guardianship shall be accompanied by authorization from the judge protecting the minor. In the absence of such authorization, the consents shall be accepted with reservation and shall not be counted for the purposes of determining the percentage acceptances of the Offer and the payment for the remaining Shares shall occur only after having obtained such authorization from the guardianship judge. Only Shares that are properly registered at the time of acceptance and available in a securities account in the name of the accepting party may be tendered in the Offer, through a Depository Intermediary. Securities arising from purchase transactions carried out on the market may be tendered in acceptance of the Offer only pursuant to the rules governing such transactions within the scope of the clearing system. Pursuant to the provisions of Article 40(7) of the Issuer Regulations and Article of the Borsa Regulations, the intermediary in charge of coordinating the collection of acceptances of the Offer through the MTA computerized trading system is Centrobanca S.p.A. (the Intermediary in Charge of Coordinating the Collection of Acceptances ), with registered office in Milan, at Corso Europa, No. 16. The Intermediary in Charge of Coordinating the Collection of Acceptances acts through all members of the management system centered in Monte Titoli S.p.A. (the Depository Intermediaries ), either directly or through intermediaries authorized to trade on the Borsa Italiana (the Trading Intermediaries ), through which the Depository Intermediaries may convey acceptances of the Offer to the Intermediary in Charge of Coordinating the Collection of Acceptances. All Depository Intermediaries shall therefore convey any acceptances to the Intermediary in Charge of Coordinating the Collection of Acceptances, whether directly or through a Trading Intermediary, by means of the placement of a respective trade order. C.5 Communications pertaining to the results of the Offer During the Acceptance Period, the Intermediary in Charge of Coordinating the Collection of Acceptance shall make a daily report to the Borsa pursuant to Art. 41(2)(c) of the Issuer Regulations of information regarding acceptances of the Offer received and the total amount of Shares deposited and tendered in the Offer, as well as the percentage that said amount represents of all Shares covered by the Offer. Within one day of such communication, the Borsa Italiana shall publish such information by means of an appropriate notice. Any acquisitions of Shares by the Offeror within the Acceptance Period outside of the Mandatory Buy-out must be communicated pursuant to Art. 41(2)(b) of the Issuer Regulations. Pursuant to Art. 41(5) of the Issuer Regulations, the final results of the Offer will be published at the Offeror's expense by means of the publication of a notice in the daily newspaper Il Sole 24 Ore within the trading day following the Offer Price Payment Date, taking into account any extensions granted under applicable laws and regulations. If the Offeror exercise the power to amend the terms of the Offer pursuant to Article 43 of the Issuer Regulations, the Offeror shall make a communication thereof to Consob and to the market in the form provided by Article 37 of the Issuer Regulations and shall publish any amendments in the same manner as the Offer has been published. 39

52 C.6 Markets on which the Offer is made The Offer is made on the same terms and conditions, without distinction, to all shareholders holding ordinary shares of the Issuer, and is made exclusively on the MTA organized and managed by Borsa Italiana S.p.A., the only market on which the shares of the Issuer are traded. The offer is not being disseminated in Canada, Japan or Australia, or in any other jurisdictions in which such dissemination would require authorization from a competent authority (the Other Countries ), or using international instruments of trade or communication (including, without limitation, the postal service, facsimile, telex, electronic mail, telephone and the Internet) of Canada, Japan, Australia or the Other Countries, or any structure whatsoever of the financial intermediaries of Canada, Japan, Australia or the Other Countries, or in any other manner. A copy of this Offer Document, or of portions thereof, as well as copies of any subsequent document as the Offeror may issue in relation to the Offer, are not and shall not be sent, or otherwise transmitted or howsoever distributed, whether directly or indirectly, in Canada, Japan or Australia or in the Other Countries. Any acceptances of the Offer pursuant to solicitations in violation of the limitations above shall not be allowed. This Offer Document as well as any subsequent document that the Offeror may issue with respect to the Offer does not amount to, and shall not be construed as, an offer of securities in Canada, Japan, Australia or the Other Countries. No instrument may be offered or purchased in Canada, Japan, Australia or in the Other Countries in the absence of a specific authorization pursuant to applicable provisions of local laws of such Countries or of the Other Countries, or in the absence of a waiver of such provisions. Acceptance of the Offer by parties residing in countries other than Italy may be subject to specific obligations or restrictions as provided in applicable laws and regulations. It is the sole responsibility of the addressees of the Offer to verify the existence and applicability of any such provisions, using appropriate consultants or intermediaries, and to comply with such provisions prior to accepting the Offer. The Offer is made for the shares of an Italian company, which is not registered in the United States with the Securities and Exchange Commission (the SEC ), and which is subject to the procedures and disclosure requirements of Italian laws and regulations. The Offer will be made in the United States pursuant to applicable law and, in particular, to Section 14(e) and Regulation 14E under the U.S. Securities Exchange Act of 1934 (as amended from time to time, the Exchange Act ) and otherwise in accordance with the requirements of Italian law. The Offer shall therefore be subject to the disclosure obligations and other procedural requirements of Italian law, including those with respect to withdrawal rights, offer timetable, and procedures for payment of the Offer Price. The Offer shall also be subject to the mandatory rules set forth in Section 14(e) and Regulation 14E, insofar as these are applicable to the Offer pursuant to the Tier II exemption, including the requirement for the Acceptance Period to last at least 20 trading days from the date on which the Offer is published. Given that the shareholders of the Issuer residing in the United States represent less than 40% of the share capital of the Issuer covered by the Offer and the Shares are not traded in any U.S. regulated market and are not registered with the SEC, for purposes of promoting this Offer also in the United States, no specific disclosure requirements of U.S. law different from those of Italian law will apply and the U.S. procedural and other requirements will be consistent with Italian law. In particular, the Offer made in the United States shall be made through the publication of an English translation substantially equivalent to this Offer Document, on the same terms and conditions of the Offer in Italy, including the Acceptance Period and the Offer Price. In accordance with Regulation 14e-5(12) of the Exchange Act, the Offeror and the Offeror s financial advisors and their affiliates (collectively, the Prospective Purchasers ) may purchase, or arrange to purchase, Shares otherwise than pursuant to the Offer, following the announcement thereof on May 28, 2010 and prior to the expiration thereof. The Offeror emphasizes that Prospective Purchasers shall be entitled to acquire Shares, provided that: (i) no such purchases or arrangements to purchase Shares may be made in the United States; (ii) the Offeror will increase the Offer price to match any more favorable consideration provided in purchases or arrangements to purchase Shares agreed to or provided by the Prospective Purchasers outside the Offer during the period from the announcement date to the time of termination, expiration or payment of the Offer; (iii) the Prospective Purchasers shall disclose in the United States information regarding purchases of Shares by the Prospective Purchasers, otherwise than pursuant to the 40

53 Offer, via press release; and (iv) Prospective Purchasers comply with the applicable regulations in Italy, including the requirements of TUF and the regulations of Consob and of Borsa Italiana S.p.A. The financial information relating to the Offeror and to the Issuer contained in this document has been prepared in accordance with Italian GAAP and IFRS as adopted by the European Union, respectively, and thus may not be comparable to financial information prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP). Since the Offeror is based in Italy and some of its officers or directors may not be residents of the United States, it may be difficult for U.S. holders of the Issuer s Shares to enforce their rights or make any claim they may have under the U.S. federal securities laws. U.S. holders of the Issuer s Shares may not be able to sue the Offeror or its officers and directors outside the United States for violations of U.S. securities laws. Furthermore, it may be difficult for United States holders of Shares to compel the Offeror or its officers and directors to subject themselves to the judgment of a U.S. court. 41

54 D) NUMBER OF ISSUER S FINANCIAL INSTRUMENTS HELD BY THE OFFEROR, ALSO THROUGH TRUST COMPANIES OR THIRD PARTIES AND/OR SUBSIDIARIES D.1 Number and categories of Issuer s financial instruments directly or indirectly held by the Offeror As of the date of this Offer Document, the Offeror holds 79,342,306 ordinary shares of Gewiss, corresponding to % of the Issuer s share capital. As of the same date, Polifin S.p.A., the company that controls the Offeror, holds a % interest in the share capital of the Issuer. D.2 Repurchase contracts, usufruct, pledge transactions or other commitments on Issuer s financial instruments The Offeror has not entered into any repurchase agreements, agreements for the creation of usufruct rights, or other commitments (including, without limitation, option contracts or forward contracts) regarding the Shares of the Issuer, and shall not do so through trust companies, intermediaries or subsidiaries. As security for the financing provided by Centrobanca, the Offeror pledged 41,333,520 Gewiss shares already in its possession, representing 34.44% of the share capital of the Issuer, In any event, the rights, including voting rights, associated with the pledged Shares remain with the Offeror, provided that, as is customary in financings of a similar nature and amount, upon the occurrence of any event giving Centrobanca S.p.A. the right to accelerate the term, terminate the financing agreement or withdraw from such agreement, the voting rights may be exercised by Centrobanca S.p.A. pursuant to the terms of such credit facility agreement. See Section G.2.2 below with respect to the guarantees provided as security for the credit facility agreement entered into with Centrobanca S.p.A. 42

55 E) OFFER PRICE PER SHARE OF THE FINANCIAL INSTRUMENTS COVERED BY THE OFFER E.1 Statement of offer price per share and criteria for determination thereof The offer price offered by the Offeror (the Offer Price ), which shall be fully payable in cash on the Payment Date as indicated in Section 5.1 below, is set at EUR 4.20 for each Share tendered in an acceptance of the Offer. The Maximum Amount of the Offer in the case of complete acceptance of the Offer by all those entitled to do so is EUR 120,362, The Offer Price is net of stamp duty, if any, and of fees and commissions, which will be borne exclusively by the Offeror. The substitute tax on capital gains under Decree Law 461 of 1997, where due, shall be borne by the parties accepting the Offer. The Offer Price has been determined in accordance with independent valuations by the Offeror of the economic and financial condition of the Issuer, as well as on the basis of the balance sheet and potential medium/long-term growth potential of the Group headed by the Issuer. In determining the Offer Price, the Offeror has compared the multiples of certain relevant economic figures of the Issuer with valuation parameters generally applied in international valuation practice, mainly taking into account the Market Multiples method as applied to listed companies found to be comparable to the Issuer. The Offeror has further considered the target prices recently indicated by financial analysts for the Issuer, as well as the implied premiums paid in prior voluntary public tender offers for minority stakes. The Offer Price has also been determined by the Offeror taking into consideration the implicit premium for parties accepting the Offer over the official listing price of the Shares on the trading day prior to notice of the Offer, equal to approximately 16.5% and 28.2%-35.6%, respectively, of the average weighted official price of the Shares for either the last month or the last three months prior to such date. The Offer Price also includes a premium of approximately 45.0% of the average weighted official price of the Shares for the last six months prior to such date, plus a premium of approximately 43.5% of the average weighted official price of the Shares for the last 12 months prior to such date. The minimum and maximum prices recorded for the Shares in the twelve months prior to such date are EUR 2.45 and EUR 3.61, respectively. In determining the Offer Price, the Offeror has not made use of expert reports prepared by independent parties in order to assess the adequacy thereof. E.1.1 Market Multiples In the market multiples analysis, a sample of listed companies has been identified (including ABB, Cooper Industries, Honeywell International, Hubbell, LeGrand, Schneider Electric, Siemens, Thomas & Betts) and judged by the Offeror to be potentially comparable to the Issuer in terms of type of business carried out in the electrotechnical industry, although they may be different in terms of size of the company, business model, reference market and competitive positioning. In particular, the sample of comparable companies is characterized by the presence of multinational companies that also operate in industries other than that of the Issuer. The absence of, inter alia, comparable Italian listed companies is noteworthy. For the purposes of the analysis at hand, attention is focused on the multiples of Capital (P/E, P/CF, P/BV) insofar as, in the opinion of the Offeror, they offer a better view of shareholder return. The prices used for calculating the multiples refer to market prices recorded at the trading session held on May 27, 2010, the last stock exchange trading day prior to the date on which the Offeror notified the market of its intention to launch this Offer, whereas the figures for Net Profits, Cash Flow and Shareholders Equity are extracted from the financial statements for the corresponding fiscal year. 43

56 See Section E.2 below for the results of the market multiples analysis. Reference Period Official Prices ( ) Gewiss Premium Offered (%) Day prior to announcement (May 27, 2010) 1 month average (April 28, May 27, 2010) 3 month average (February 28, May 27, 2010) 6 month average (November 28, May 27, 2010) 12 month average (May 28, May 27, 2010) % % % % % Source: Prepared on the basis of Bloomberg data (The historical series of official ex-dividend prices has been taken into account in calculating official prices) E.1.2 Target prices As regards Target Prices, taking into account the limited coverage of the stock in the twelve months prior to the Offer, only one research report was found, prepared by Banca Leonardo on April 28, 2010, with a target price of 4.00 per share and a BUY indication with respect to a price on that same date of 3.20 per share. E.1.3 Premiums paid in prior tender offers The Offer Price includes a premium that is higher than implicit premiums paid in prior voluntary public tender offers with respect to minority stakes (1) for all periods under consideration. The following table shows (i) the implicit premium paid in prior voluntary public tender offers for the purchase of minority stakes at the listing price on the last trading day prior to the announcement and at the weighted average of prices of companies covered by the offer with reference to monthly, quarterly, semiannual and annual periods, respectively, prior to the date of the announcement, and (ii) the implicit premium paid by the Offeror within the framework of this Offer on the weighted average of Gewiss prices with respect to the same monthly, quarterly, semi-annual and annual periods, respectively: Reference period Average Premium In previous Offers (%) Gewiss Offer Premium (%) Day prior to announcement (May 27, 2010) 12.7% 16.5% 1 month average 20.0% 28.2% 3 month average 20.8% 35.6% 6 month average 18.9% 45.0% 12 month average 16.4% 43.5% Source: Prepared on the basis of Bloomberg ex-dividend data (1) The analysis takes into consideration a total number of 11 public tender offers for less than 50% of the listed company s issued capital on the Borsa Italiana between January 2007 and April

57 E.1.4 Weighted average official prices for the last 12 months The Offer Price includes a premium of 43.5% with respect to the arithmetic weighted average of official prices registered during the last 12 months prior to the announcement. The table below shows (i) the official price on May 27, 2010, the last trading day prior to the date on which the Offeror notified the market of its intention to launch this Offer, and the weighted average of official market prices for the Issuer's stock with respect to the monthly, quarterly, semi-annual and annual periods, respectively, preceding such Date of Announcement of the Offer, and (ii) the implicit premium in the Offer Price over such prices: Reference Period Weighted Average Weighted Average Day prior to announcement (May 27, 2010) 1 month 3 months 6 months 12 months % % % % % Source: Prepared on the basis of Bloomberg ex-dividend data E.2 Comparison between the Offer Price and various indicators pertaining to the Issuer The following table shows selected financials and per share data related to the Issuer, for the past two years: Consolidated figures as of December 31 Figures in thousands of Euros, except data per share expressed in Euros Gross Operating Income 1 62,020 50,361 Per Share Ordinary Operating Income 2 26,833 19,486 Per Share Consolidated Net Profit 28,792 18,265 Per Share Cash Flow 3 50,417 38,957 Per Share Gross Dividends Distributed 4 12,000 12,000 Per Share Consolidated Net Equity 285, ,983 Per Share Number of Shares 5 120, , Difference between sales income and expense regarding consumption of materials, cost of services, cost of labor and net balance of operating income/expenses. Represents the margin obtained before amortization/depreciation, financial results (financial income-expenses) and taxes 2. Operating profit balance of financial results taxes calculated considering the prorated average of the fiscal years 2008 and Net consolidated profit (loss) plus amortization/depreciation and impairment losses. 45

58 4. The year of payment of the dividend by the holding company is taken into account. 5. Outstanding shares on a 1,000 basis. With regard to the Offer Price, the following table shows the Price/Earnings per Share multiples (ratio between market capitalization and net profit of the Group), Price/Cash Flow (ratio between market capitalization and net results of the Group increased by amortization/depreciation), Price/BV (ratio between market capitalization and the Group s net equity) pertaining to the Issuer for the fiscal years 2009 and 2008: Listing Country Market 1 Capitalization ( 1 mln) P / E P / CF P / BV Gewiss S.p.A. Italy x 27.6x 10.0x 12.9x 1.8x 1.7x 1. Calculated at the value of the Offer These multiples have been compared with similar data measured for fiscal years 2009 and 2008 in relation to the sample of listed companies identified in Section E.1.1. The prices used for calculating the multiples refer to market prices recorded at the May 27, 2010 trading session, the last stock market trading day prior to the date on which the Offeror notified the market of its intention to launch this Offer, whereas the figures for Net Profits, Cash Flow and Equity are extracted from the financial statements for the corresponding fiscal year. Company Listing Country Market 1 P / E P / CF P / BV Capitalization ( mln) ABB Ltd. Switzerland 28, x 14.0x 10.7x 11.4x 3.6x 2.9x Cooper Industries PLC USA 6, x 18.2x 10.3x 13.7x 3.1x 2.7x Honeywell International Inc. USA 27, x 15.5x 9.0x 10.7x 4.6x 3.8x Hubbell Inc. USA 1, x 23.1x 8.7x 14.0x 2.5x 1.9x LeGrand S.A. France 6, x 21.6x 11.0x 12.2x 2.9x 2.2x Schneider Electric S.A. France 21, x 25.4x 9.7x 15.0x 2.0x 1.8x Siemens AG Germany 67, x 29.3x 7.7x 13.1x 2.5x 2.5x Thomas & Betts Corp. USA 1, x 19.2x 5.5x 10.9x 1.8x 1.5x Average (excl. Gewiss) 12.4x 20.8x 9.1x 12.6x 2.9x 2.4x Gewiss S.p.A. Italy x 27.6x 10.0x 12.9x 1.8x 1.7x 1. Market Capitalization of the Issuer at the value of the Offer. Values converted to Euros at the exchange rates prevailing on May 27, E.3 Monthly weighted average of listing prices for the Issuer s shares during the twelve months preceding the Offer The following table shows the weighted average prices of the Issuer s ordinary shares and the premium of the Offer Price over the official listing prices during different time periods prior to May 28, 2010, the date on which the Offeror notified the market of its intention to launch the Offer. 46

59 Official Prices Premium of PTO price over Reference Period Total Amount ( ) Total Volume Simple Average 1 Weighted Average 2 Simple Average 1 Weighted Average 2 Day prior to announcement 348,182 96, % 16.5% (May 27, month 3,972,111 1,212, % 28.2% 3 months 8,040,486 2,596, % 35.6% 6 months 12,914,251 4,458, % 45.0% 12 months 25,776,550 8,808, % 43.5% Source: Prepared on the basis of Bloomberg data (The historical series of official ex-dividend prices has been taken into account in calculating official prices.) Note: 1. Arithmetic mean of prices. 2. Weighted prices per daily volumes. The minimum and maximum prices recorded for the Shares during the twelve months ending May 27, 2010, the last trading day prior to the communication to the market (on May 28, 2010) of the Offeror's intention to launch the Offer, were EUR 2.45 and EUR 3.61, respectively. Set forth below are the weighted averages, by daily trading volumes, of the official stock exchange prices for the shares of the Issuer recorded during the twelve months up to May 27, 2010, the last trading day prior to the communication to the market (on May 28, 2010) of the Offeror's intention to launch the Offer. Reference Period Total Amount ( ) Total Volume Official Prices Premium of the Tender Offer over Simple Weighted Simple Weighted Average 1 Average 2 Average 1 average 2 May28, May 31, , , % 44.3% June ,343, , % 51.8% July , , % 65.3% August , , % 51.0% September ,685,581 1,525, % 36.7% October ,696,563 1,209, % 37.4% November ,816, , % 51.6% December ,791, , % 60.3% January ,441, , % 59.8% February ,113, , % 60.9% March ,328, , % 46.4% April ,236, , % 37.8% May 1, May 27, ,475,279 1,050, % 27.0% Last 12 months (28 May May 2010) 25,776,550 8,808, % 43.5% Source: Prepared on the basis of Bloomberg data (The historical series of official ex-dividend prices has been taken into account in calculating official prices.) Note: 1. Arithmetic means of prices. 2. Weighted prices for daily volumes. The chart below shows the official price of the Issuer s stock and of the FTSE/MIB index during the 24 months preceding May 27, 2010, inclusive. 47

60 Gewiss S.p.A. FTSE MIB Source: Prepared on the basis of Bloomberg data (The historical series of official ex-dividend prices has been taken into account in calculating official prices,) Note: Official Gewiss prices and closing prices for the DTSE/MIB Index E.4 Values assigned to the Issuer s financial instruments within financial operations carried out during the prior and current fiscal years There have been no financial transactions relating to the financial instruments of the Issuer covered by the Offer during the current or prior fiscal year. E.5 Values of purchases and sales by the Offeror of financial instruments covered by the Offer, indicating the number of financial instruments purchased and sold. Set forth below is the information regarding purchase transactions completed by the Offeror for the Issuer's Shares during the two years preceding the Publication Date: On September 23, 2008, Unifind acquired 8,876,058 Issuer Shares, at a price of EUR 2.6 per Share, for a total of EUR 23,077,750.80, from Centaurus Capital LP (in its capacity as managing company of Centaurus Alpha Master Fund Limited); On May 21, 2010, Unifind acquired 7,200,000 Issuer Shares, at a price of EUR 3.4 per Share, for a total of EUR 24,480,000.00, from Koster S.r.l., a company indirectly controlled by Cav. Lav. Domenico Bosatelli. The following table shows the purchases by the Offeror of ordinary shares of Gewiss pursuant to and for the purposes of Article 41 (2)(b) of the Issuer Regulations during the period between May 28, 2010 (the date of dissemination of the Offeror s communication pursuant to Articles 102 of the TUF and 37 of the Issuer Regulations) and June 11, 2010, indicating the total number of Shares purchased and the average weighted price at which such purchases were made. Date: Shares purchased Average weighted purchase price May 28, , May 31, , June 1, , June 2, ,

61 June 3, , June 4, , June 7, , June 8, , June 11, , TOTAL 866, The minimum weighted price and the maximum weighted price of the above purchases were EUR and EUR , respectively. All the above purchases were made at a price lower than the Offer Price. 49

62 F) DATE AND METHOD OF PAYMENT OF THE OFFER PRICE AND GUARANTEE OF PROPER FULFILLMENT F.1 Offer Price Payment Date Subject to the satisfaction (or to the waiver, pursuant to the provisions of Notice A.1 above) of the conditions to the Offer, the payment of the offer price for the Shares tendered in acceptance of the Offer shall take place on the third trading day following the end of the Acceptance Period and, therefore, barring possible extensions of the Acceptance Period, on July 28, 2010 (the Payment Date ) and concurrently the Shares shall be transferred to the Offeror in a securities consignment account thereof. If the Acceptance Period is extended, the Payment Date shall expire on the third trading day following the closing date of the Acceptance Period, as extended, and the Offeror shall report the extension of the Acceptance Period in a notice which shall be published in the nationally distributed newspaper Il Sole 24 Ore. Throughout the entire period in which the Shares are committed toward the Offer and, therefore, from the acceptance date to the Payment Date, the accepting parties may exercise all the ownership rights (such as, for example, dividend rights and option rights) and corporate rights (such as voting rights) pertaining to the Shares but cannot make transfers, in full or in part, or effect any dispositions of the Shares. There is no provision for the payment of interest on the Offer Price. F.2 Method of payment On the Payment Date, the Offer Price for each of the Shares shall be paid by the Offeror, through the Depository Intermediaries, for crediting to the accounts of the parties accepting the Mandatory Buy-out, in accordance with the instructions given thereby. The shareholders accepting the Offer shall bear no trading cost or fee. The Offeror s obligation to pay the Offer Price to the parties accepting the Offer shall be considered fulfilled when the corresponding Offer Price is transferred to the Depository Intermediaries. Only the record holders of the Shares bear the risk that the Depository Intermediaries might not arrange for the transfer of such amounts to the parties entitled thereto or delay the transfer. F.3 Guarantee of proper fulfillment The Maximum Amount of the Offer Price for the Shares to be tendered in acceptance of the Offer (equal to EUR 4.20 per Share) shall be equal to EUR 120,362, Centrobanca S.p.A., on the basis of the guarantee line of credit extended to the Offeror (referred to in Paragraph G.2.2 below), has released a statement ( cash confirmation letter ) valid up to and including the Payment Date, in which it states that it has made available to the Offeror an unconditional, irrevocable and immediately payable guarantee in an amount equal to EUR 124,000,556 in guarantee of the Maximum Amount, for the sole purpose of fulfilling the Offeror s obligation to pay the Offer Price for the Shares tendered in acceptance of the Offer. 50

63 G) RATIONALE FOR THE OFFER AND FUTURE PLANS OF THE OFFEROR G.1. Legal framework of the Offer The Offer is a voluntary promise by the Offeror pursuant to Article 102 of the TUF and the implementing provisions contained in the Issuer Regulations. G.2. Rationale for the Offer and financing methods G.2.1. Rationale for the Offer The Offer is intended to acquire all outstanding Shares, other than the shares held by the Offeror and Polifin S.p.A., in order to delist the Issuer s shares from the MTA. This delisting might be achieved, where applicable, through the fulfillment of the Mandatory Buy-out pursuant to Article 108(2) of the TUF and/or the Mandatory Buy-out pursuant to Article 108(1) of the TUF and the Squeeze-out Right pursuant to Article 111 of the TUF or as a result of the merger (see Notices A.3, A.4 and A.5 above). The Offer forms part of a broader operation directed towards the development and consolidation of the Issuer s activities, as well as the reorganization of the ownership structures and corporate governance thereof. It is, in fact, the Offeror s intention, by making the Offer and achieving the delisting of the Shares, to allow the Issuer to focus its own investments on strengthening its position in its own reference market and also to operate, toward that end, with greater flexibility and efficiency within the scope of its own activities, as described in Section G.3 below. Because those competitive reinforcement objectives are pursuable over the long term, this might negatively affect the Issuer s short-to-medium-term profitability, with a negative impact on the price of Gewiss stock (already characterized by a reduced average daily volume of exchange), possibly worsened by the unfavorable conditions in the stock markets. The Offeror believes that those development and reorganization objectives might be more easily and efficaciously pursued with a somewhat restricted shareholder base than with a diffuse shareholder base and in a situation characterized by fewer burdens and greater managerial and organizational flexibility. Furthermore, by making the Offer, the Offeror intends to give the Issuer s current shareholders an opportunity to divest under market conditions more favorable than those recorded in recent months for the Gewiss stock. G.2.2. Methods for funding the Offer The Offeror intends to secure financial coverage for the Maximum Amount, equal to EUR 120,362,314.80, by drawing on the line of credit made available from Centrobanca S.p.A. ( Centrobanca or the Financing Bank ). For that purpose, on May 28, 2010, Unifind signed with Centrobanca a credit facility agreement referred to as the Agreement to Grant Short-Term Cash and Guarantee Credit Facilities (the Credit Facility Agreement ), whereby Centrobanca has extended a credit facility to Unifind in an amount equal to a maximum of EUR 124,000,556 (the Credit Facility ), to be made up of a guarantee line (the Guarantee Line ) and a cash line (the Cash Line ). The Guarantee Line is used by Unifind for the issuance by Centrobanca of one or more Guarantees of Proper Fulfillment (known as Cash Confirmation ), while the Cash Line may be used for the payment of the Shares purchased (i) through the Offer, (ii) on or outside the market, outside the Offer, (iii) as a result of the possible Mandatory Buy-out procedure pursuant to Article 108(2) of the TUF, or (iv) as a result of the possible exercise of the Squeeze-out Right. 51

64 The Credit Facility is for a term of 12 months from the signing date of the corresponding agreement (and, thus, until May 28, 2011) and must be repaid in its full amount, including principal and interest, in a single payment upon maturity, unless prepaid. The Credit Facility Agreement is accompanied by a pledge of a total of 41,333,520 Gewiss shares, equal to 34.44% of the Issuer s share capital, already in the Offeror s possession. The obligations assumed by the Financing Bank under the Facility Agreement are subordinate to the fulfillment of any specific conditions stipulated in the Credit Facility Agreement. The Credit Facility Agreement provides that Unifind is to set aside for prepayment the amounts coming from: (i) certain capital increases and/or shareholder contributions; (ii) dividends and/or distributions of reserves by Gewiss; (iii) the sale of equity interests and/or other assets. The Credit Facility Agreement further provides for covenants to provide information and undertakings customary for this kind of transaction. In particular, the principal covenants include: (i) prohibition against carrying out sales involving company operations, equity interests, real property, etc., without the prior consent of the Financing Bank; (ii) the Company s covenant not to distribute dividends or other amounts to its own shareholders; (iii) covenant by the Group s companies not to engage in transactions involving share capital, except in particular cases; (iv) covenant to limit the Group s overall indebtedness and not to place restrictions on shareholders equity outside of specific cases substantially involving normal operations. Pursuant to the Credit Facility Agreement, representations and warranties are further made and given (with respect to Unifind and the companies controlled thereby from time to time, including the Issuer and the companies controlled thereby from time to time), in accordance with commercial practices, regarding, inter alia, legal form, applicable law, the absence of cases of noncompliance, litigation and the balance sheets. Beneficiary Agreement to Grant Short-Term Cash and Guarantee Credit Facilities Unifind S.p.A. Subject Matter (i) guarantee line of credit extended for the purpose of supporting the issuance of one or more Cash Confirmations by Centrobanca to the Offeror; and (ii) cash line of credit in favor of Unifind S.p.A. extended for the purpose of allowing for payment for the Gewiss S.p.A. shares purchased (i) through the Offer, (ii) on or outside the market, outside the Offer, (iii) as a result of a possible Mandatory Buy-out procedure pursuant to Article 108(2) of the TUF or (iv) as a result of the possible exercise of the Squeeze-out Right. Maximum Amount Maximum of EUR 124,000,556. Guarantees ( 2 ) ( 3 ) Pledge of a total of 41,333,520 Gewiss S.p.A. shares, equal to 34.44% of the Issuer s share capital. Methods of Use Disbursements according to the cash line of credit or guarantee line of credit methods, to be used in accordance with the possible uses described above and in an amount not greater than the Maximum Amount. Maturity Date May 28, Repayment In a single payment on the Maturity Date. (2) (3) The pledge instrument provides that the voting rights relating to the pledged shares shall continue to be exercised by the pledgor until the occurrence of an Event of Breach (as defined herein), after which such voting rights may be exercised by Centrobanca. A similar provision is made for the rights to profits and other distributions to the Issuer s shareholders. The pledge instrument also sets forth the obligation of Unifind S.p.A. to furnish the guarantee, pledging additional Gewiss S.p.A. shares in the event that the Monthly Value (as defined herein) of the Issuer s shares is less than 140% of the Credit Facility Amount. 52

65 Mandatory Prepayment Voluntary Prepayment The Credit Facility Agreement provides for the mandatory prepayment of the Credit Facility if, among other reasons: (i) (ii) (iii) Polifin S.p.A. ceases to hold one hundred (100%) percent of the share capital of Unifind S.p.A.; the equity interest that Unifind S.p.A. holds in Gewiss S.p.A. at the end of the Offer and/or the possible Sell-out and/or Squeeze-out procedure is reduced during the term of the Credit Facility Agreement; the direct or reverse merger between Unifind S.p.A. and Gewiss S.p.A. is finalized (as a result of the implementation of the registrations stipulated in Article 2504-bis(2) of the Civil Code). The Credit Facility Agreement gives Unifind S.p.A. the right, at any time, to make full or partial voluntary repayments of the Facility, without penalty, other than reimbursement for the funding termination costs, to be calculated according to customary procedures for credit facilities of this nature. G.3. Offeror s future plans regarding the Issuer Plans relating to management of the businesses The Offeror is determined to proceed to make the Offer on the basis of the intention to pursue the increase in Gewiss value through the expansion of the current business and the pursuit of a development strategy that might provide for potential operating decisions (such as, for example, its commercial policies to protect market share, in the search for sales channels that give added value to the high technological component of the catalogue products and the related necessary technical training of the market, in the localization of production at the international level, in the entry into low-price foreign markets), the effect of which is difficult to assess beforehand under the circumstances of an unstable market, low visibility and strong competitive pressure. The Offeror intends, therefore, to aim for the full development of the current areas of activity through the following courses of action: (i) consolidation of core business market share (reinforcing/strengthening the leadership position on core products in the Bloc/Box catalogues, which are under strong competitive pressure from foreign multinationals, new Asian outsiders and small-medium sized providers, as well as renewal of product lines and the use of differentiating strategies by price/segment/market area);(ii) launch of new families of innovative products (domotics DOMO/Chorus catalogue, system protection devices - DIN/restart catalogue, and lighting - LITE/LED technology catalogue, all new and extremely specialized sales and promotional channels for the Issuer, targeting final users and generating a sell-out effect on the electric materials distribution network; catalogues with a presence in an extremely structured and specialized competitive environment and focused on the preservation of market share; catalogues with a strong diversity of approaches to the various decision-makers involved in the decision-making chain); (iii) close monitoring of the cost structure (with particular attention to overhead, structural expenses and efficient use of human resources, as well as the containment of international sales expenses, mainly targeting strategic, highpotential markets); (iv) initiatives intended to strengthen the sell-out through full enhancement of the quality of Gewiss products within the distribution line and development of new sales channels (focusing the Issuer s sales networks on sell-out in Italy through increased spending on technical training and product promotion: consolidation of the main developed EU markets; development of the Mediterranean/Asia-Persian Gulf area; and also searching for alternative sales channels sensitive to technological innovation and simple stocking logic and a multi-branding product range); (v) investment aimed at supporting commercial and/or marketing policies and logistical/production efficiency (focusing on sales expenses in terms of discount/rebates/marketing/just-in-time logistics policies to create a partnerships with selected customers sharing the Issuer's policy targeting an offer of integrated electric system ; reorganization of the Italy - foreign markets production flows in relation to production performance). The Offeror intends to continue to exploit the Issuer s strong points, such as the wide range of products, the high technological component and the consequent levels of quality and logistical/productive efficiency, the 53

66 capacity to constantly introduce innovative solutions, in addition to the presence of highly qualified personnel, which contribute to qualifying Gewiss as a leader in the international electrical engineering sector. The Issuer s current status as a medium-sized company in comparison with the major international competitors also leads the Offeror to assess possible actions to change size through commercial policies directed at growth along internal lines through the offering of products in diversified channels or along external lines (currently not determined and/or foreseeable) through foreign-market acquisitions, the effects of which might dilute the company s profitability and general efficiency in the short-to-medium term. The Offeror believes that those development and reorganization objectives might be more easily and efficaciously pursued with a somewhat concentrated shareholder base than with a diffuse shareholder base and in a situation characterized by fewer burdens and greater managerial and organizational flexibility. Investments to be made and related types of financing The Offeror intends to have the Issuer continue to make the investments required by the above-mentioned plans, mainly relying on the cash flow generated by Gewiss operating activities. With reference to the above, as of the date of this Offer Document, the Issuer s Board of Directors has not decided on investment expenditure commitments of particular importance and/or beyond those normally required for the operational management of the business areas in which the Issuer itself is involved. Possible restructurings and/or reorganizations As of the Publication Date of the Offer Document, no decision on the merits of possible mergers, restructurings and/or reorganizations has yet been made by the Offeror. The merger might take place following this Offer and/or the fulfillment of the Mandatory Buy-out pursuant to Article 108(2) of the TUF and/or the fulfillment of the Mandatory Buy-out pursuant to Article 108(1) of the TUF and the exercise of the Squeeze-out Right, or within twelve months following the Payment Date if necessary and/or advisable in order to better achieve the objectives of the plan described at the beginning of this Section, with the possibility of shortening the chain of command. It is stated that as of the Publication Date of the Offer Document, it is not expected that the transactions described herein will have an impact on the employment levels or the organization of the production or distribution sites of Gewiss. Planned changes in the composition of the Board of Directors As of the date of this Offer Document, no changes in the composition of the Issuer s Board of Directors are planned. Changes to the bylaws For the purpose of the delisting that might be achieved, where applicable, through the exercise of the Mandatory Buy-out pursuant to Article 108(1) and (2) of the TUF or the exercise of the Squeeze-out Right pursuant to Article 111 of the TUF or through the merger of the Issuer into an unlisted company with the resulting delisting of the shares of the Issuer itself, Gewiss may adopt company bylaws more in accordance with the bylaws of an unlisted company. G.4. Restoration of float In the event that, as a result of the acceptance of the Offer and of possible outside purchases made thereby, the Offeror comes to hold an interest of more than 90% but less than 95% of the Issuer s fully subscribed and paid-in share capital at the end of the acceptance period, the Offeror hereby declares that it does not intend to restore a sufficient float to ensure regular trading. The Offeror shall therefore be required to purchase the remaining Shares that are requested of it, at an offer price per share determined pursuant to and for the purposes of Article 108 of the TUF. See Notice A.3 of this Offer Document for more information. 54

67 G.5 Exercise of the Squeeze-out Right In the event that, following the Offer or the purchase of Gewiss shares pursuant to Article 108(2) of the TUF, the Offeror comes to hold an interest equal to at least 95% of the Issuer s subscribed and paid-in share capital at the end of the Acceptance Period, the Offeror hereby declares its intention to exercise the right to squeezeout the remaining Shares, pursuant to and for the purposes of Article 111 of the TUF. See Notice A.4 of this Offer Document for more information on the terms and characteristics of the exercise of the Squeeze-out Right. 55

68 H) POSSIBLE AGREEMENTS BETWEEN THE OFFEROR AND THE SHAREHOLDERS OR DIRECTORS OF THE ISSUING COMPANY. FINANCIAL INSTRUMENTS COVERED BY THE OFFER H.1. Information on possible agreements between the Offeror and the Issuer s shareholders and directors of significance to the Offer As of the date of this Offer Document, there are no agreements between the Offeror and the Issuer s shareholders and directors of significance to the Offer. H.2. Financial and/or commercial transactions carried out between the Offeror and the Issuer during the 12 months prior to the publication of the Offer that might have had or did have significant impacts on the Issuer s activity In the twelve months prior to the Publication Date, no financial and/or commercial transactions have been carried out between the Offeror and the Issuer that might have had or did have significant impacts on the activity of the Issuer. H.3. Agreements between the Offeror and the Issuer s shareholders concerning the exercise of voting rights or the transfer of the Issuer s Shares As of the date of this Offer Document, there are no agreements between the Offeror and the Issuer s shareholders concerning the exercise of voting rights or the transfer of the Issuer s Shares. 56

69 I) FEES PAYABLE TO INTERMEDIARIES The intermediaries will receive the following fees from the Offeror as compensation for the activities carried out within the scope of the Offer, including any and all intermediation fees: (i) a total commission of EUR 10,000 (plus VAT if due) to the Appointed Intermediary for the intermediation activity; (ii) to each Depository Intermediary, a commission equal to 0.10% of the value of the Shares deposited with that Depository Intermediary, tendered in acceptance of this Offer and acquired by the Offeror. With respect to the Depository Intermediaries that have the acceptances channeled through a Negotiating Intermediary, the Offeror shall pay the commission owed directly to the Negotiating Intermediary, which, under its own exclusive responsibility, shall assign the commission received to the Depository Intermediary, net of any commission agreed upon with the latter for trading activity. In such event, the Offeror s obligation to pay the commission owed to the Depository Intermediary shall be considered to have been fulfilled with the payment of the corresponding amount to the Negotiating Intermediary, and the Depository Intermediary alone shall bear the risk that the Negotiating Intermediary entrusted therewith does not assign the commission received. 57

70 L) PROPOSED ALLOCATION Since this is an offer covering all the Shares of the Issuer not held by the Offeror, no allocation has been specified. 58

71 M) METHODS FOR MAKING OFFER DOCUMENT AVAILABLE TO THE PUBLIC The Offer Document has been made available to the public through filing at: (i) the registered office of the Issuer Cenate Sotto (BG), at Via A. Volta, 1; (ii) the registered office of the Offeror in Bergamo, at Via T. Frizzoni, 17; (iii) the registered office of Borsa Italiana S.p.A. in Milan, at Piazza degli Affari, 6; (iv) the head office of the Intermediary in Charge of Coordinating the Collection of Acceptances in Milan, at Corso Europa, 16; The Offer Document is also available on the Issuer s website at and on the website of the Global Information Agent for the Offer, Georgeson S.r.l., at It should also be noted that the toll-free number has been made available by the Global Information Agent to obtain information on the Offer. This number will be active on weekdays (Monday to Friday) from 9:00 a.m. on June 21, 2010 to 6:00 p.m. on July 23, The notice containing the communication of the decision whereby the National Commission for Listed Companies and the Stock Exchange (Commissione Nazionale per la Società e la Borsa) (CONSOB) allowed the publication of the Offer Document, its delivery to the Intermediary in Charge and key elements of the Offer was published on June 18, 2010 in the daily newspaper Il Sole 24 Ore pursuant to Article 38(2) of the Issuer Regulations. 59

72 N) APPENDICES 1. Offeror s Communication of May 28, 2010 pursuant to Article 102 of the TUF and Article 37 of the Issuer Regulations. 2. Communication of the Board of Directors of Gewiss pursuant to Article 103(3) of the TUF and Article 39 of the Issuer Regulations. 60

73 Appendix 1: Offeror s Communication of May 28, 2010 pursuant to Article 102 of the TUF and Article 37 of the Issuer Regulations To: CONSOB National Commission for Listed Companies and the Stock Exchange Issuers Division Via G.B. Martini, ROME Office of Public Offers and Ownership Structures Attn: Dr. Maria Mazzarella Listed Issuers Reporting Office Attn: Dr. Paolo Marchionni To: Borsa Italiana S.p.A. Corporate Reporting Office Piazza degli Affari, MILAN Attn: Dr. Livia Gasperi To: ANSA To: Radiocor - Il Sole 24Ore (Economics Department) To: Reuters To: Gewiss S.p.A. 61

74 Bergamo, May 28, 2010 PRESS RELEASE PURSUANT TO ARTICLES 102 AND 114 OF LEGISLATIVE DECREE NO. 58 OF FEBRUARY 24, 1998, AS AMENDED (THE TUF ) AND ARTICLE 37 OF THE REGULATION ADOPTED BY CONSOB UNDER RESOLUTION NO OF MAY 14, 1999 AS AMENDED AND RESTATED (THE ISSUER REGULATIONS ) VOLUNTARY PUBLIC TENDER OFFER BY UNIFIND S.P.A. FOR 29,523,942 ORDINARY SHARES OF GEWISS S.P.A. Pursuant to Article 102 of the TUF and Article 37 of the Issuer Regulations, Unifind S.p.A. (the Offeror or Unifind ), itself and on behalf of Polifin S.p.A. and (Cav. Lav.) Domenico Bosatelli, hereby communicate their decision to launch a voluntary public tender offer (the Offer ) pursuant to Article 102 of the TUF for 29,523,942 ordinary shares of Gewiss S.p.A. ( Gewiss or the Issuer ), a company with shares listed on the Electronic Stock Exchange (Mercato Telematico Azionario) ( MTA ) organized and managed by Borsa Italiana S.p.A. ( Borsa Italiana ), with a par value of 0.50 each, fully paid-in, with the right to regular dividends (the Shares ). Pursuant to Article 102(3) of the TUF, the Offeror shall, within twenty days, forward to CONSOB a copy of the Offer Document (the Offer Document ) to be published together with the guarantee ensuring the proper fulfillment of the obligation to pay the Maximum Disbursement, as defined below, due and payable to shareholders accepting the Offer. Set forth below are the key elements of the Offer, its purposes, guarantees and the funding methods specified thereunder. 1. LEGAL FRAMEWORK OF THE OFFER The Offer is a voluntary comprehensive public tender offer made pursuant to Article 102 et seq. of the TUF and in accordance with current implementing provisions contained in the Issuer Regulations. 2. KEY ELEMENTS OF THE OFFER 2.1 OFFEROR The Offeror is Unifind S.p.A., an Italian-registered company with registered office in Bergamo, at Via Frizzoni, 17, tax ID and Bergamo Company Register No , with share capital of EUR 2,522,000.00, fully-subscribed and paid-in. The duration of the company is until December 31, As of the date of this communication, the Offeror owns 78,476,058 ordinary shares of the Issuer, equal to % of its share capital. The Offeror is a wholly-owned subsidiary of Polifin S.p.A., an Italian-registered company with registered office in Bergamo, at Via Frizzoni, 17, which in turn owns 12,000,000 ordinary shares of the Issuer equal to 10% of its share capital. As of the date of this communication, (Cav. Lav.) Domeico Bosatelli holds 17,999,100 ordinary shares and Giovanna Terzi, the wife of Domenico Bosatelli, owns 900 ordinary shares, representing % and 0.005%, respectively, of the share capital of Polifin S.p.A. 62

75 2.2 ISSUER The Issuer is Gewiss S.p.A., an Italian-registered stock company with registered office Cenate Sotto (Bergamo), at Via A. Volta, 1, tax ID and Bergamo Company Register No The duration of the company is until December 31, As of the date of this communication, the Issuer s share capital, which is fully-subscribed and paid-in, totaled EUR 60,000, represented by 120,000,000 ordinary shares with a par value of EUR 0.50 each. The shares are listed on the MTA. Below is information on the Issuer s key shareholders (with a stake of over 2%) based on information available on the date of this communication. Declarant Direct shareholder % of share capital Domenico Bosatelli Unifind S.p.A % First Eagle Investment First Eagle Investment Management LLC (*) Management LLC SOURCE: CONSOB WEBSITE. (*) Polifin S.p.A % 7.669% As the manager, among others, of the First Eagle Global Fund, which individually holds a stake of 2.01%, and the First Eagle Overseas Fund, which individually holds a stake of 5.4%. 2.3 FINANCIAL INSTRUMENTS COVERED BY THE OFFER The Offer covers 29,523,942 Shares representing % of the Issuer s share capital with a par value of EUR 0.50 each, representing all of the Issuer s share capital, less a total of 90,476,058 shares (equal to % of share capital) currently owned by the Offeror and the parent company Polifin S.p.A. The Shares provided in acceptance of the Offer must be freely transferable to the Offeror and free of any liens or encumbrances of any type or nature, whether collateral-related, in rem or personal. The number of Shares covered by the Offer may decrease if, prior to the end of the Acceptance Period (as defined herein) the Offeror purchases shares of the Issuer outside the Offer in accordance with Article 41(2)(b) and Article 42(2) of the Issuer Regulation. 2.4 OFFER PRICE AND TOTAL AMOUNT OF THE OFFER The Offeror will pay to each party accepting the Offer an offer price in cash equal to EUR 4.20 for each Share tendered in acceptance of the Offer and purchased (the Offer Price ). If Offer acceptances allow the Offeror to purchase the maximum number of Shares covered by the Offer, the total maximum amount of the Offer, equal to % of the Issuer s share capital, amounts to EUR 124,000,556 (the Maximum Amount ). The Offer Price is deemed to be net of any stamp duties due and any compensation, fees and expenses, which are payable solely by the Offeror. The substitute tax on capital gains described in Legislative Decree No. 461 of 1997, if due, is to be paid by the parties accepting the Offer. This Offer Price includes a premium of approximately 16.5% of the official price for Gewiss stock recorded on May 27, 2010, equal to EUR 3.61, as well as the following premiums in relation to the weighted arithmetic average of official prices during the reference periods referred to below: 63

76 Period SOURCE: BLOOMBERG DATA. 2.5 OFFER PRICE PAYMENT DATE Premiums 1 month 28.2% 3 months 35.6% 6 months 45.0% 12 months 43.5% The date of payment of the Offer Price will be the third trading day following the close of the Acceptance Period (as defined herein) subject to any extensions thereof. 2.6 CONDITIONS TO EFFECTIVENESS OF THE OFFER Until the first trading day following the end of the Acceptance Period, the effectiveness of the Offer is subject to: (i) domestic or international events resulting in serious changes in market conditions that have material adverse effects on the Offer and/or the Issuer and/or its subsidiaries (the Gewiss Group ), or (ii) facts or circumstances relating to the Gewiss Group not disclosed to the market as of the date of this Offer Document that constitute a material adverse change to the balance sheet, income statement or financial condition of the Gewiss Group. The Offeror may, in its sole discretion, waive any or all of the above conditions at any time. 2.7 DURATION OF THE OFFER AND METHOD OF ACCEPTANCE The duration of the acceptance period must be agreed to by Borsa Italiana (the Acceptance Period ) and will be indicated in the Offer Document. The methods of accepting the Offer will be described in Section C.4 of the Offer Document. 3. PURPOSE OF THE TRANSACTION The purpose of the Offer is to purchase all outstanding Shares excluding the shares of the Offeror and Polifin S.p.A. in order to delist the Issuer s shares from the MTA. Provided that the conditions are met, the delisting may be carried out by implementing the Mandatory Buy-out pursuant to Article 108(2) of the TUF and/or the Mandatory Buy-out pursuant to Article 108(1) of the TUF and/or exercising the Squeeze-out Right pursuant to Article 111 of the TUF, or as a result of the merger described below. The Offer is a part of a broader transaction aimed at developing and strengthening the Issuer s operations and reorganizing its ownership structure and corporate governance. In fact, through the promotion of the Offer and the delisting of the Shares, it is the Offeror s intention to ensure that the Issuer will be able to focus its investments on strengthening its position in its reference market and to operate, to this end, with greater flexibility and efficiency in its operations. Since these objectives to strengthen the Issuer s competitive position are to be pursued over the long run, this could have a negative effect on the Issuer s profitability in the short to medium term, with a negative impact on the price of Gewiss stock (which has already shown a low average daily trading volume), and this may be further exacerbated by the conditions in the stock market which are not very favorable. 64

77 The Offeror believes that these development and reorganization objectives may be more easily and efficiently pursued with a narrow, rather than broad, shareholder base and in an environment with lower costs and greater management and organizational flexibility. Furthermore, by promoting the Offer, the Offeror intends to offer the Issuer s current shareholders an investment opportunity under more favorable conditions than those recorded in recent months by Gewiss stock. In pursuing the aforementioned objectives, in the twelve months following the Offer Price payment date, the Offeror intends to carry out a potential merger between the Issuer and Offeror or one or more of the companies controlling it. In this case, if the Issuer is still listed, the Issuer s shareholders that have not participated in the resolution to approve the merger will be entitled to withdraw pursuant to Article quinquies of the Civil Code since this scenario would result in delisting. The amount to be paid for the shares must be determined pursuant to Article 2437-ter of the Civil Code. As of the date of this communication, no decisions in this regard have been made. Lastly, at present it is not foreseen that any corporate restructuring will have an impact on the employment levels of the Issuer or its parent company, or on the location of the Issuer s manufacturing sites. 4. MANDATORY BUY-OUT / SQUEEZE-OUT RIGHT 4.1 MANDATORY BUY-OUT PURSUANT TO ARTICLE 108(2) OF THE TUF If, following the Offer, the Offeror ends up owning, as a result of the Offer acceptances and any purchases made outside the Offer during the Acceptance Period, in accordance with Article 41(2)(b)) and Article 42(2) of the Issuer Regulation, a number of Shares equal to an overall stake, including the stake owned by Polifin S.p.A., greater than 90% (but less than 95%) of the Issuer s share capital, the Offeror hereby declares, pursuant to Article 108(2) of the TUF, that it does not intend to restore a sufficient float of shares to ensure normal trading. Thus, the Offeror is required to purchase Shares from the Issuer s shareholders that did not accept the Offer and have made such request ( Mandatory Buy-out pursuant to Article 108(2) of the TUF ). If the legal conditions set forth above are met, the offer price shall be determined pursuant to the provisions of Article 108(3) and (4) of the TUF. Lastly, after the conditions to the Mandatory Buy-out under Article 108(2) of the TUF have been met, Borsa Italiana S.p.A. shall, pursuant to Article 2.5.1(8) of the Regulation of Markets Organized and Managed by Borsa Italiana S.p.A., order the delisting of the Shares from the MTA effective on the trading day following the last day for payment of the offer price to implement the Mandatory Buy-out the pursuant to Article 108(2) of the TUF, subject to the provisions of Section 4.2 below. 4.2 OFFEROR S STATEMENT OF INTENT REGARDING THE MANDATORY SQUEEZE-OUT UNDER ARTICLE 111 OF THE TUF AND THE MANDATORY SQUEEZE-OUT UNDER ARTICLE 108(1) OF THE TUF In the event that the Offeror comes to hold (due to acceptance of the Offer and any shares acquired outside the Offer and/or through the Mandatory Buy-out under Article 108(2) of the TUF) ) more than 95% of the share capital of the Issuer, also taking into account the holdings of Polifin S.p.A., the Offeror hereby declares that it will exercise its right to acquire the remaining outstanding shares under and pursuant to Article 111 of the TUF (the Mandatory Squeeze-out ). By exercising the Squeeze-out Right, the Offeror will fulfill the Mandatory Buy-out (pursuant to Article 108(1) of the TUF) with respect to the Issuer s shareholders that have made such request ( Mandatory Buyout pursuant to Article 108(1) of the TUF ). Thus, the Offeror shall execute a single procedure for the purpose of fulfilling the latter obligation, and at the same time exercise the Squeeze-out Right. The offer price for the purchase of the remaining Shares shall be determined pursuant to Article 111(2) of the TUF. It should be noted that when the Squeeze-out Right is exercised as a result of the Offer, pursuant to Article 2.5.1(8) of the Regulation of Markets Organized and Managed by Borsa Italiana S.p.A., Borsa Italiana S.p.A. shall order the delisting of the shares of Gewiss bearing in mind the time needed to exercise the Squeeze-out 65

78 Right. 5. METHOD FOR FUNDING THE TRANSACTION AND PERFORMANCE GUARANTEES 5.1 METHOD FOR FUNDING THE TRANSACTION The Offeror intends to fund the Maximum Amount of EUR 124,000,556 by drawing on line of credit made available by Centrobanca S.p.A. in such amount. 5.2 GUARANTEE OF PROPER FULFILLMENT As the financing bank, Centrobanca S.p.A. has issued a guarantee to secure the proper fulfillment of the obligation to pay the Maximum Amount, having received unconditional, irrevocable instructions from the Offeror to use the line of credit described above for such purpose. 6. AUTHORIZATIONS The Offer is not subject to any authorizations. 7. APPLICABILITY OF EXEMPTIONS SET FORTH IN ARTICLE 101-BIS(3) OF THE TUF Pursuant to Article 101-bis(3)(c)) of the TUF, since the Offer is being promoted by the Offeror, which, on the date of this notice, already owns the majority of voting rights that can be exercised by the shareholders at the Issuer s ordinary shareholders meeting, the following provisions do not apply to the Offer: the provisions of Article 102(2) and (5) (Obligations of Offerors and Interdiction Powers), Article 103 (3-bis) (Execution of the Offer), Article 104 (Defenses), Article 104-bis (Neutralization Rule) and Article 104-ter (Reciprocity Clause) of the TUF and any other provision of the TUF that imposes on the Offeror or Issuer specific reporting obligations to employees or their representatives. 8. MARKETS FOR THE OFFER The Offer is to be promoted exclusively in the Italian market, the only market on which the Shares are listed, and it targets all the Issuer s shareholders without distinction and under the same conditions. The Offer is not being disseminated in the United States of America, Canada, Japan or Australia or in any other country in which such dissemination would require authorization from a competent authority (the Other Countries ), or using international instruments of trade or communication (including, without limitation, the postal service, facsimile, telex, electronic mail, telephone and the Internet) of the United States of America, Canada, Japan, Australia or the Other Countries, or any structure whatsoever of financial intermediaries in the United States of America, Canada, Japan, Australia or the Other Countries, or in any other manner. 9. TRANSACTION CONSULTANTS For the purposes of the Offer, the Offeror has obtained the support of: 66

79 Nomura Italia SIM p.a. as a financial consultant; Centrobanca S.p.A. as an intermediary charged with coordinating the collection of acceptances; the law offices of Urso Gatti e Associati as legal consultant. * * * Unifind S.p.A. Chairman (Cav. Lav.) Domenico Bosatelli May 28,

80 Appendix 2: Communication of the Board of Directors of Gewiss pursuant to Article 103(3) of the TUF and Article 39 of the Issuer Regulation Communication of the Board of Directors of Gewiss S.p.A. pursuant to Article 103(3) of Legislative Decree No. 58 of February 23, 2998 (the TUF ) and Article 39 of the Regulation No approved by Consob at its meeting of May 14, 1999, as amended and restated (the "Issuer Regulations"), in relation to the voluntary Public Tender Offer launched by Unifind S.p.A. pursuant to Article 102 of the TUF, as well as to applicable provisions on activities contained in the Issuer Regulations, covering 28,657,694 ordinary shares of Gewiss S.p.A., with a par value of EUR 0.50 each, representing % of the Issuer's share capital, and comprising all of the Issuer s outstanding shares less a total of 91,342,306 shares (corresponding to % of the share capital) currently held y the Offeror and the controlling company Polifin S.p.A. * * * * * Introduction The Board of Directors of Gewiss S.p.A. (hereinafter, Gewiss or the Issuer or the Company ), having met on June 14, 2010 to assess the voluntary public tender offer (the Offer ) made by Unifind S.p.A. ( Unifind or the Offeror ) pursuant to Article 102 of the TUF as well as the applicable provisions on activities contained in the Issuer Regulations covering 28,657,694 ordinary shares of Gewiss, having a par value of EUR 0.50 each, representing % of the Issuer s share capital, and comprising all of the outstanding shares less a total of 91,342,306 shares (corresponding to % if the share capital) currently held by the Offeror and by the controlling company Polifin S.p.A. (the "Shares ) for the purposes of considering the approval of the communication to be disseminated pursuant to the combined provisions of Articles 103(3) of the TUF and 30 of the Issuer Regulations (the "Communication") and for the granting to independent Directors Prof. Roberto Ruozi and Dr. Lorenzo Folio of powers to make any amendments or supplements to the communication that may be requested by the competent Authorities.. Present at the meeting (in person or by teleconference) were the incumbent Directors Mssrs. Fabio Bosatelli (Vice Chairman), Luca Bosatelli (Vice Chairman), Lorenzo Folio (independent Director), Nicodemo Pezzella, Prof. Roberto Ruozi (independent Director), Giovanni Sala (Non-executive Director), Angelo Vibi (Non-executive Director) by teleconference except for the Directors Domenico Bosatelli (Chairman, Managing Director and General Director) and Ms. Giovanna Terzi. The Chairman of the Board of Directors, (Cav. Lav.) Domenico Bosatelli, gave the reasons for his absence and also gave notice pursuant to and for the purposes of Article 2391 of the Civil Code that, due to his position as Chairman of the Board of Directors of Unifind S.p.A. and Polifin S.p.A. as well as of the controlling entity of both these companies, on behalf of which the Offer is launched, he deemed it appropriate to refrain from taking part in the meeting. Similar reasons explain the absence of the Director Ms. Giovanna Terzi, the wife of (Cav. Lav.) Domenico Bosatelli, who holds the position of Director of Unifind S.p.A. and Polifin S.p.A. and in her capacity as a shareholder of Polifin S.p.A., the company controlling the Offeror. 68

81 The Chairman of the Board of Statutory Auditors, Dr. Attilio Torracca, and the current auditors, Dr. Riccardo Ronchi and Prof. Fabrizio Gardi, also attended the meeting. The Board of Directors has examined the following documents for purposes of preparing this Communication: (i) (ii) (iii) the communication disseminated by the Offeror on May 28, 2010 pursuant to Articles 102 and 114 of the TUF and Article 37 of the Issuer Regulations, regarding the decision to make the Offer; the draft offer document (the Offer Document ), in the version submitted by the Offeror to the Consob on June 10, 2010 and conveyed to the Issuer on the same date, taking into account the instructions from the Authority with respect to the draft Offer Document as filed with the Consob on June 1, 2010 and conveyed to the Issuer on that same date. the fairness opinion on the consistency of the Offer Price, issued by the Board of Directors of the company Credit Suisse Securities (Europe) Limited Milan Branch ( Credit Suisse ), in its capacity as independent financial advisor to the Issuer, dated June 14, 2010 and attached to this Communication. The Offer Document specifies that, pursuant to article 101-bis(3)(c) of the TUF, since the Offer is made by the Offeror, which as of the date of this Offer Document already holds the majority of the voting rights that can be exercised at the Issuer's ordinary general shareholders meeting, the following do not apply with respect to the Offer: the provisions contained in Articles 102 (Obligations of offerors and powers for disqualification), Sections 2, 5 and 103 (Conduct of the Offer), Section 3-bis of the TUF, and any other provision of the TUF that imposes specific information obligations on the Issuer or the Offeror with regard to employees or their representatives, and Articles 104 (Defense), 104-bis (Breakthrough Rule) and 104-ter (Reciprocity Clause ) of the TUF. The Director Fabio Bosatelli has declared that he holds a potential interest in the transaction in the sense of Article 2391 of the Civil Code, insofar as he holds 120,000 ordinary shares of the Company (corresponding to 0.1% of the share capital). The Director Luca Bosatelli has declared that he holds a potential interest in the transaction in the sense of Article 2391 of the Civil Code, insofar as he holds 50,000 ordinary shares of the Company (corresponding to 0.042% of the share capital). The Director Lorenzo Folio has declared that he holds a potential interest in the transaction in the sense of Article 2391 of the Civil Code, insofar as he holds 307,550 ordinary shares of the Company (corresponding to 0.256% of the share capital). The Director Nicodemo Pezzella has declared that he holds a potential interest in the transaction in the sense of Article 2391 of the Civil Code, insofar as he holds 13,500 ordinary shares of the Company (corresponding to 0.011% of the share capital). The Director Angelo Vibi has declared that he holds a potential interest in the transaction in the sense of Article 2391 of the Civil Code, insofar as he holds 4,000 ordinary shares of the Company (corresponding to 0.003% of the share capital). Following the examination of the above mentioned documents, the Board of Directors, for the purposes of providing the Issuer s shareholders and the market with useful elements to assess the Offer, has unanimously approved this communication, pursuant to Article 103(3) of the TUF and Article 39 of the Issuer Regulations. The Board of Statutory Auditors has taken note of the resolution made by the Board of Directors and has not made any reservations. 69

82 The Board of Directors has granted the widest powers to Vice Chairman Fabio Bosatelli and independent Director Prof. Roberto Ruozi and Dr. Lorenzo Folio, each acting severally, so that they may take such action as may be necessary or appropriate for the publication of this communication, with the power to make such amendments or supplements as may be or become necessary following the assessment of any requests by CONSOB under Article 39(3) of the Issuer Regulations, or as requested by any other competent Authority. * * * This Communication is issued for the sole purposes and effects of Articles 103(3) of the TUF and 39 of the Issuer Regulations. The Issuer's Communication represents in summary the main elements for the assessment of the Offer. The following information has been extracted from the above-mentioned documents and have been examined, provided, however, that one should refer exclusively to the text of the Offer Document for a more comprehensive overall understanding of all terms and conditions of the Offer. Therefor, the Issuer's Communication is not in any way intended to replace the Offer Document, which shall be made public by the Offeror according to applicable legal and regulatory provisions. I. KEY ELEMENTS FOR ASSESSING THE OFFER I.1 Offeror, nature and purpose of the Offer Offeror The Offeror s corporate name is Unifind S.p.A. The Offeror is a limited company (società per azioni) with registered office in Bergamo, at Via Frizzoni No. 17, and registered with the Registrar of Companies of Bergamo under number , REA No The Offeror was incorporated on December 6, 1979 December 6, 1979 by instrument of the Notary Dr. P. Mangili, Rep. No The duration of the Company is until December 31, Pursuant to the Offeror s by-laws, its corporate activities are intended to carry out any financial, industrial or commercial transactions and real property transactions, including the purchase and sale of listed and unlisted securities, performance of any transaction in securities either in the form of carryovers such as anticipation or conclusion of mortgages, the performance of commercial brokerage transactions, guarantee of both judicial and extrajudicial agreements. The share capital of the Offeror totals EUR 2,522,000, fully issued and paid-in, divided into 2,522,000 shares with a par value of EUR 1.00 each. As of the date of this communication, the Offeror holds 79,342,306 ordinary shares of the Issuer, corresponding to % of its share capital. The Offeror s share capital is wholly owned by Polifin S.p.A., a company incorporated under and in accordance with Italian law, with registered office in Bergamo, at Via Frizzoni No. 17, which in turn holds 120,000,000 ordinary shares of the Issuer, corresponding to 10% of the company s share capital. The share capital of Polifin S.p.A. totals EUR 18,000,000, fully issued and paid-in, divided into 18,000,000 shares with a par value of EUR 1.00 each. (Cav. Lav.) Domenico Bosatelli holds. 17,999,100 ordinary shares and Giovanna Terzi holds 900 ordinary shares, representing % and 0.005%, respectively, of the share capital of Polifin S.p.A. 70

83 Nature of the Offer The Offer has been classified by the Offeror as a voluntary public tender offer pursuant to Article 102 of the TUF and to applicable provisions on activities contained in the Issuer Regulations Subject of the Offer The Offer covers 28,657,694 ordinary shares of Gewiss S.p.A., having a par value of EUR 0.50 each, equal to % of the share capital of Gewiss S.p.A., which represents all of the share capital of Gewiss S.p.A. less a total of 91,342,306 shares (corresponding to % of the share capital) currently held by Unifind S.p.A. and by the controlling company Polifin S.p.A.. Addressees of the Offer The Offer is launched on the Italian market, the only market in which the Shares are listed, and is addressed, on equal terms and conditions and without distinction, to all the shareholders of the Issuer. The Offer is also made in the United States pursuant to Article 14(e) of Regulation 14E of the U.S. Securities Exchange Act of 1934, as amended. I.2 Offer Price of the Offer Offer Price of the Offer The price offered by the Offeror, which shall be fully payable in cash on the Payment Date (as defined below), is set at EUR 4.20 for each tendered Share included in an acceptance of the Offer (the Offer Price ). Therefore, if acceptances of the Offer allow the Offeror to purchase the maximum number of Shares covered by the Offer, representing % of the share capital of the Issuer, the Maximum Amount (as defined below) shall be EUR 120,362, The Offer Document provides that the Offer Price has been determined following independent valuations by the Offeror of the financial position and assets of the Issuer, as well as on the basis of the balance sheet and potential medium/long-term growth potential of the Group headed by the Issuer. In determining the Offer Price, the Offeror has compared the multipliers of certain relevant financial figures of the Issuer with valuation parameters generally applied in international valuation practice, mainly taking into account the Market Multiples method as applied to listed companies found to be comparable to the Issuer. The Offeror has further considered target prices for the Issuer recently indicated by financial analysts for the Issuer, as well as the implied premiums paid in prior voluntary public tender offers for minority stakes. The Offer Document further provides that. in determining the Offer Price, the Offeror has not made use of expert reports prepared by independent parties to assess the adequacy thereof. The Offer Document provides that the Offer Price has been determined taking into consideration the implicit premium for parties accepting the Offer over the official listing price of the Shares on the trading day prior to notice of the Offer, equal to approximately 16.5% and 28.2%-35.6%, respectively, of the average weighted official price of the Shares for either the last month or the last three months prior to such date. The Offer Price also includes a premium of approximately 45.0% of the average weighted official price of the Shares for the last six months prior to such date, plus a premium of approximately 43.5% of the average weighted official price of the Shares for the last 12 months prior to such date. 71

84 Reference Period Official Price ( ) Gewiss Premium Offered (%) Day prior to announcement (May 27, 2010) 1 month average (April 28, May 27, 2010) 3 month average (February 28, May 27, 2010) 6 month average (November 28, May 27, 2010) 12 month average (May 28, May 27, 2010) % % % % % Source: Prepared on the basis of Bloomberg data. The Offeror further indicates in the Offer document that the minimum and maximum prices recorded for the Shares during the twelve months ending May 27, 2010, the last trading day prior to the communication to the market (on May 28, 2010) of the Offeror's intention to launch the Offer, were EUR 2.45 and EUR 3.61, respectively. I.3 Duration of the offer and method of acceptance The acceptance period agreed to with Borsa Italiana will begin at 8:00 am on June 21, 2010 and will end at 5:40 p.m. on July 23, 2010 (the "Acceptance Period"), totaling 25 trading days, unless extended, of which the Offeror will give notice under the provisions in force on July23, 2010, which, unless extended, shall therefore be the closing date of the Acceptance Period. Acceptances are collected on the MTA organized and managed by Borsa Italiana, for which reason the execution of an acceptance card is not required. I.4 Offer Price Payment Date The payment of the Offer Price for the Shares tendered in acceptance of the Offer shall take place on the third trading day following the end of the Acceptance Period and, therefore, barring possible extensions of the Acceptance Period, on July 28, 2010 (the Payment Date ), and concurrently the Shares will be transferred to the Offeror in a securities consignment account thereof. If the Acceptance Period is extended, the Payment Date shall expire on the third trading day following the closing date of the Acceptance Period, as extended, and the Offeror shall report the extension of the Acceptance Period in a notice which shall be published in the nationally distributed newspaper Il Sole 24 Ore. I.5 Conditions to effectiveness of the Offer As provided in the Offer Document, the effectiveness of the Offer is subject to: (i) domestic or international events resulting in serious changes in market conditions that have material adverse effects on the Offer and/or the Issuer and/or its subsidiaries (the Gewiss Group ), or (ii) facts or circumstances relating to the 72

85 Gewiss Group not disclosed to the market as of the date of the Offer Document that constitute a material adverse change to the balance sheet, income statement or financial condition of the Gewiss Group. The Offeror may, in its sole discretion, waive any or all of the above conditions at any time. The Offeror shall communicate the fulfillment of the conditions to the Offer, or its non-fulfillment, or of a decision to waive the condition, by 7:59 pm on the second trading day following the end of the Acceptance Period, by means of a communication addressed to Consob, to Borsa Italiana and to at least two press agencies, as well as in the announcement of the final results of the Offer pursuant to Section C.5 of the Offer Document Should the condition to the Offer not be fulfilled and should the Offeror not exercise its power to waive the condition, which would render the Offer itself void, availability of the Shares tendered in the Offer shall be returned to their respective holders, without charge or expense, by the second trading day from the communication above. I.6 Offeror s statement of intent regarding restoration of float even in the event of attainment of the threshold of 90% of the share capital of the Issuer Mandatory Buy-out under Article 108(2) of the TUF The Offeror has declared in the Offer Document that, in the event that, after making the Offer, the Offeror comes to hold (due to acceptances of the Offer and any shares acquired outside the Offer if made during the Acceptance Period) more than 90% but less than 95% of the share capital of the Issuer, also taking into account the holdings of Polifin S.p.A., the Offeror hereby declares that it does not intend to restore a float sufficient to ensure regular trading. In such a situation, under Article 108(2) of the TUF, the Offeror will be required to buy the remaining shares from those shareholders of the Issuer that have not accepted the Offer and have so requested ( Mandatory Buy-out under Article 108(2) of the TUF ) at a price per share determined in accordance with the provisions of Article 108(4) of the TUF. The Offeror will communicate the possible existence of conditions triggering the Mandatory Buy-out under Article 108(2) of the TUF in a notice of the results of the Offer to be published pursuant to Article 41(5) of the Issuer Regulations, as specified in Section C.5. If so, a statement will be provided therein regarding: (i) the number of remaining Shares (in absolute terms and percentages); and (ii) the terms and conditions under which the Offeror will comply with the Mandatory Buy-out under Article 108(2) of the TUF. I.7 Offeror s statement of intent regarding the Squeeze-out Right under Article 111 of the TUF and the Mandatory Buy-out under Article 108(1) of the TUF The Offeror has declared in the Offer Document that, in the event that the Offeror comes to hold (due to acceptance of the Offer and any shares acquired outside the Offer and/or through the Mandatory Buy-out under Article 108(2) of the TUF) more than 95% of the share capital of the Issuer, also taking into account the holdings of Polifin S.p.A., the Offeror hereby declares that it will exercise its right to acquire the remaining outstanding shares under and pursuant to Article 111 of the TUF (the Squeeze-out Right ). The Squeeze-out Right shall be exercised as soon as possible after the conclusion of the Offer or the Mandatory Buy-out under Article 108(2) of the TUF, depositing the full consideration for the acquisition price for the remaining shares with Centrobanca S.p.A. for such purpose. The offer price will be set according to the provisions of Article 108(3) and (4) of the TUF, as provided in Article 111 of the TUF. I.8 Rationale for the Offer and future plans of the Offeror 73

86 The Offer is intended to acquire all outstanding Shares, other than the shares held by the Offeror and Polifin S.p.A., in order to delist the Issuer s shares from the MTA. This delisting may be achieved, where applicable, through the fulfillment of the Mandatory Buy-out pursuant to Article 108(2) of the TUF and/or the Mandatory Buy-out pursuant to Article 108(1) of the TUF and the Squeeze-out Right pursuant to Article 111 of the TUF or as a result of the merger by absorption of the Issuer into the Offeror. The Offer forms part of a broader operation directed towards the development and consolidation of the Issuer s activities, as well as the reorganization of the ownership structures and corporate governance thereof. It is the Offeror s intention, by making the Offer and achieving the delisting of the Shares, to allow the Issuer to focus its own investments on strengthening its position in its own reference market and also to operate, toward that end, with greater flexibility and efficiency within the scope of its own activities. Because those competitive reinforcement objectives are pursuable over the long term, this might negatively affect the Issuer s short-to-medium-term profitability, with a negative impact on the price of Gewiss stock (already characterized by a reduced average daily volume of exchange), possibly worsened by the unfavorable conditions in the stock markets. The Offeror believes that those development and reorganization objectives might be more easily and efficaciously pursued with a somewhat restricted shareholder base than with a diffuse shareholder base and in a situation characterized by fewer burdens and greater managerial and organizational flexibility. Furthermore, by making the Offer, the Offeror intends to give the Issuer s current shareholders an opportunity to divest under market conditions more favorable than those recorded in recent months for the Gewiss stock The Offeror is determined to proceed to make the Offer on the basis of the intention to pursue the increase in Gewiss value through the expansion of the current business and the pursuit of a development strategy that might provide for potential operating decisions (such as, for example, commercial policies to protect market share, in the search for sales channels that give added value to the high technological component of the catalogue products and the required technical market training, the localization of production at the international level, the entry into low-price foreign markets), the effect of which is difficult to assess beforehand under the circumstances of an unstable market, low visibility and strong competitive pressure. The Offeror believes that those development and reorganization objectives might be more easily and efficaciously pursued with a somewhat concentrated shareholder base than with a diffuse shareholder base and in a situation characterized by fewer burdens and greater managerial and organizational flexibility. The Offer Document provides that the Offeror, or one or more of its controlling companies, reserves the right to merge with the Issuer. The merger might take place following this Offer and/or the fulfillment of the Mandatory Buy-out pursuant to Article 108(2) of the TUF and/or the fulfillment of the Mandatory Buy-out pursuant to Article 108(1) of the TUF and the exercise of the Squeeze-out Right, or within twelve months following the Payment Date if necessary and/or advisable in order to better achieve the objectives of the plan described at the beginning of this Section I.8, with the possibility of shortening the chain of command. The Offeror has further specified in the Offer Document that, as of the Publication Date of the Offer Document, it is not anticipated that a corporate restructuring will have an impact on the employment levels or the organization of production and distribution sites of the Issuer. As of the date of this Offer Document, no changes in the composition of the Issuer s Board of Directors are planned. In order to achieve a delisting through the exercise of the Mandatory Buy-out pursuant to Article 108(1) and (2) of the TUF or the exercise of the Squeeze-out Right pursuant to Article 111 of the TUF or through the merger of the Issuer into an unlisted company with the resulting delisting of the shares of the Issuer itself, Gewiss may adopt company bylaws more in accordance with the bylaws of the unlisted company. I.9 Methods for funding the Offer and performance bond 74

87 The Offeror intends to secure financial coverage for the total maximum consideration of the Offer (if acceptances of the Offer allow the Offeror to purchase the maximum number of Shares covered by the Offer, representing % of the share capital of the Issuer), amounting to EUR 120,362, (the Maximum Amount ),by drawing on the line of credit made available from Centrobanca S.p.A. ( Centrobanca ). For this purpose, on May 28, 2010, Unifind signed with Centrobanca a credit facility agreement entitled Agreement to Grant Short-Term Cash and Guarantee Credit Facilities (the Credit Facility Agreement ) under which Centrobanca S.p.A. has provided Unifind with financing in an amount equal to the maximum of EUR 124,000,556 (the Credit Facility ), to be paid by means of a guarantee line (the Guarantee Line ) and a cash line (the Cash Line ). The Guarantee Line is used by Unifind for the issuance by Centrobanca of one or more Guarantees of Proper Fulfillment (known as Cash Confirmation ), while the Cash Line may be used for the payment of the Shares purchased (i) through the Offer, (ii) on or outside the market, outside the Offer, (iii) as a result of the possible Mandatory Buy-out procedure pursuant to Article 108(2) of the TUF, or (iv) as a result of the possible exercise of the Squeeze-out Right. The Credit Facility is for a term of 12 months from the signing date of the corresponding agreement (and, thus, until May 28, 2011) and must be repaid in its full amount, including principal and interest, in a single payment upon maturity, unless prepaid. The Credit Facility Agreement is accompanied by a pledge of a total of 41,333,520 Gewiss shares already in the Offeror s possession, equal to 34.44% of the Issuer s share capital. II. UPDTATE OF INFORMATION AVAILABLE TO THE PUBLIC AND COMMUNICATION OF SIGNIFICANT FACTS PURSUANT TO ARTICLE 329 OF THE ISSUER REGULATIONS For the purposes of Article 39 of the Issuer Regulations, the Board of Directors of Gewiss further declares the following: II.1 Holdings of treasury Shares by Gewiss S.p.A. As of the date of this Communication, the Company does not hold any treasury shares. II.2 Holdings of shares of Gewiss S.p.A. by the Directors and Auditors As of the date of this Communication, the following members of the managing body and the controlling body hold ordinary shares of Gewiss S.p.A.: Position held Name and surname Company Title/Method of holding Number of shares % of share capital Chairman of the Board of Directors and Managing Director Vice President and Director Board of Directors Domenico Bosatelli Gewiss S.p.A. IO 91,342, Fabio Bosatelli Gewiss S.p.A. DO 120,

88 Vice President and Director Luca Bosatelli Gewiss S.p.A. DO 50, Director Lorenzo Folio Gewiss S.p.A. DO 307, Director Nicodemo Pezzella Gewiss S.p.A. IO 13, Director Roberto Ruozi Gewiss S.p.A. Director Giovanni Sala ) Gewiss S.p.A. Director Giovanna Terzi Gewiss S.p.A. DO 36, Director Angelo Vibi Gewiss S.p.A. DO 4, Board of Statutory Auditors. Standing Auditor Riccardo Ronchi Gewiss S.p.A. - Standing (*) Auditor Standing Auditor (from April 27, 2010) Attilio Torracca Gewiss S.p.A. - Fabrizio Gardi Gewiss S.p.A. - (*) From April 27, 2010, Chairman of the Board of Statutory Auditors of Gewiss S.p.A. Legend: Ownership (O) >>> Direct (D) Indirect (I) II.3 Private shareholders agreements (patti parasociali)regarding ordinary shares of Gewiss S.p.A. As of the date of this Communication, the Company is not aware of any private shareholders agreements covering the ordinary shares of Gewiss S.p.A. that are relevant for the purposes of Article 122 of the TUF II.4 Remuneration of Directors, Auditors and General Director of Gewiss S.p.A. The table below shows the remuneration paid for any reason and in any manner, or agreed in favor of the Directors of Gewiss S.p.A., during fiscal year 2009, as stated in the last approved balance sheet. POSITION HELD NAME AND SURNAME REMUNERATION FOR OFFICE NON- MONETARY BENEFITS BONUS AND INCENTIVES OTHER REMUNERATION TOTAL Chairman of the Board of Directors and Managing Director Domenico Bosatelli 2,030,000 2,030,000 Vice Chairman and Director Vice Chairman and Director Fabio Bosatelli 330, , ,987 Luca Bosatelli 330, , ,216 Director Lorenzo Folio (3) (1) (2) 35,000 35,000 Director Nicodemo Pezzella (4) 30, , ,870 (1) (2) Director Roberto Ruozi (3) (5) 35,000 35,000 Director Giovanni Sala (2) (3) 36, , ,816 Director Giovanna Terzi 30, , ,700 Chairman of the Board of Directors and Angelo Vibi 30,000 30,000 76

89 Managing Director (1) Non-executive and independent director (2) (3) (4) (5) Director and member of Audit Committee Director and member of Remuneration Committee Director responsible for preparing corporate accounting documents. Lead Independent Director. * * * The table below shows the remuneration paid for any reason and in any manner, or agreed in favor of the members of the Board of Statutory Auditors of Gewiss S.p.A. during fiscal year 2009, as stated in the last approved balance sheet. POSITION HELD NAME AND SURNAME Chairman of Board of Statutory Auditors(from August 28, 2009 to April 27, 2010) Chairman of Board of Statutory Auditors(up to August 28, 2009) Giovanni Maria Garegnani REMUNERATION FOR OFFICE NON- MONETARY BENEFITS BONUS AND INCENTIVES OTHER REMUNERATION TOTAL 1,772 1,772 Riccardo Perotta 50,328 50,338 Standing Auditor Riccardo Ronchi 35,772 35,772 Standing Auditor (*) Attilio Torracca 36,416 36,416 (*) From April 27, 2010, Chairman of the Board of Statutory Auditors of Gewiss S.p.A. III. SIGNIFICANT FACTS OCCURRING AFTER THE APPROVAL OF THE INTERIM MANAGEMENT REPORT FOR THE FIRST QUARTER OF 2010 No significant facts have occurred following the approval of the interim management report for the first quarter of During the Acceptance Period, the Issuer s Board of Directors is expected to approve the semi-annual financial statements as of June 30, The Board meeting is scheduled for July 20, Thereafter, the statements shall be communicated by the Issuer and made available to the public in accordance with applicable law and on the website IV. RECENT PERFORMANCE AND OUTLOOK OF THE ISSUER During 2010, a weak recovery in private consumption and in investments will continue to adversely condition domestic demand from electro-technical companies. In particular, the continuing fragility of residential investment in the domestic market, which has not yet benefitted as hoped from the re-launch of the "Housing Plan ( Piano casa ) will hinder growth in product segments targeting this market. The recovery expected for the electrotechnical industry expected in the second half of the current year (although at a pace that will not be sufficient to restore levels of activity to the pre-crisis period) is strictly dependent on stronger demand from markets with a higher growth potential (emerging markets) and to the start-up of projects financed by the economic policies of the major Western countries. 77

90 As regards the Issuer s prospects for fiscal year 2010, a climate of cautious confidence exists, albeit accompanied by considerable monitoring of signs from reference markets. Positive elements will stem from a wide range of innovative products, further updated and integrated with a number of items launched in that are believed to generate considerable potential for growth. Strengthened relations with partner customers and the company s strong brand will guarantee the strategy to recover market share, increase sales of high-quality, innovative products (in the domotics, energy and lighting sectors), as well as training for the distribution chain which is currently highly focused on margins and industry partnerships. Negative aspects to face derive from the profound economic and financial crisis affecting the distribution chain, which will become a target for selection due to the liquidity and credit crisis and excess supply of residential property and industrial buildings, fostering aggressive sales policies and dumping. In this context, the results achieved by the Issuer during the first quarter of 2010, in both revenues and net profits, are comforting. However, these results engender a cautious approach with the expectation of a stabilization in competitive dynamics, policy on the distribution of electrical materials, international trends in raw materials costs and governmental actions to stimulate the economy in the major industrial countries. V. BOARD OF DIRECTORS ASSESSMENT OF THE OFFER The Issuer s Board of Directors, on the basis of the above, makes the following assessment: V.1 Industrial/Business valuation and effects of the success of the Offer on the interests of the business and on employment levels and on the location of the manufacturing sites V.1.1 Industrial/Business valuation Regarding the industrial and business valuation, the Board of Directors has noted the future plans prepared by the Offeror regarding the Issuer, as described in the Offer Document and in section I.8 of this Communication. The Board of Directors of Gewiss has further considered the possibility of a merger between the Issuer and the Offeror, or one or more of the companies controlling it, as an outcome of this Offer and/or implementation of the Mandatory Buy-out and/or exercise of the Squeeze-out Right, or during the twelve months following the Payment Date, as explained in more detail under Sections A.5 and G.3 of the Offer Document and in section I.8 of this Communication, if necessary and/or appropriate for best achievement of the objectives of the plan described under Section G.2.1 of the Offer Document or in order to shorten the chain of control. In this respect, the Board of Directors states that no valuation has been carried out and therefore no statement can be made with regard to the merger scenarios mentioned above. The Board also points out that no resolution has been adopted by the Issuer, even with respect to the Offer Document, in relation to the merger scenario. Finally, with regard to the possible merger of the Company into the Offeror, a non-listed company, the Board has taken note of the contents of the Offer Document according to which, if the shares are not are not delisted after the Offer, the Offeror may carry out the delisting by means of the merger. If the Issuer is merged without a delisting of the Shares, shareholders of the Issuer that did not participate in approval of the merger by incorporation of the Issuer into the Offeror will have a withdrawal right under Article quinquies of the Civil Code, in which case they would receive in exchange shares that are not traded on a regulated market 78

91 V.2 Assessment regarding the financial terms of the Offer The Board of Directors points out that, as stated in the offer Document, (and as set out in section I.2 of this Communication), the Offer Price of EUR 4.20 per share includes: (i) (ii) (iii) (iv) a premium of 43.5% with respect to the arithmetic weighted average official prices recorded during the last 12 months prior to the announcement of the intention to launch the Offer (May 28, 2010); a premium of 45% with respect to the arithmetic weighted average official prices registered during the last 6 months prior to the announcement of the intention to launch the Offer (May 28, 2010); a premium of 35.6% with respect to the arithmetic weighted average official prices registered during the last 3 months prior to the announcement of the intention to launch the Offer (May 28, 2010); a premium of 28.2% with respect to the arithmetic weighted average official prices registered during the last month prior to the announcement of the intention to launch the Offer (May 28, 2010);. In its assessment of the Offer Price, the Board of Directors has relied upon the advice of Credit Suisse in its capacity as independent financial advisor of the Issuer, appointed on June 4, 2010, entrusted by the Lead Independent Director Prof. Roberto Ruozi to draft the fairness opinion on the adequacy of the Offer Price proposed by the Offeror. Credit Suisse issued its fairness opinion on the adequacy of the Offer Price on 14 June 2010,. It is stated that, as indicated in the fairness opinion, Credit Suisse has: (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) examined the terms and conditions of the Offer; analyzed certain public historical financial data regarding the Company; examined various public financial estimates and other data provided by the Company regarding the activity thereof; discussed the activities and outlook thereof with the Company s Directors; examined public data on certain other companies operating in industries considered by the advisor as in line, in terms of accounting principles, with the activity of the Company; examined the financial terms and conditions of certain transactions covering companies operating in industries considered by the advisor as in line, in terms of accounting principles, with th ose of the Company and of the Offeror, and in general with other industrial sectors; examined the historical trading record and volumes of the Company s stock; carried out other financial studies, analyses and surveys considered appropriate. In determining the adequacy of the Offer Price, Credit Suisse has adopted the valuation methods generally used at an international level by the financial community, for transactions similar in nature and for companies operating in this industry. Each of the methods used, while being common practice at a domestic and international level, have specific limitations, for which reason the final considerations arise from a comprehensive approach and not from the use of any single one method applied. In particular, Credit Suisse has referred to: 79

92 a) the Market Multiples method on a sample of comparable listed companies; b) the discounted cash flow method; c) the listing prices of the Gewiss stock over various time horizons; d) the market premiums paid in prior public tender offers. The above mentioned methods have been used and analyzed by Credit Suisse for the purpose of drafting the fairness opinion, not individually but as an inseparable part of a single valuation process; the results obtained by applying each of said methods have therefore been analyzed taking also into consideration the limitations noted in the fairness opinion itself, in light of a complementary relationship among these and not individually. On this basis, and following the analyses carried out in performance of the engagement received, the Offer Price of EUR 4.20 per Share of Gewiss - is: - at a premium over the results arising from the application of the Market Multiples; - in line with the results arising from the application of the Discounted Cash Flow method; - at a premium over the historical official listed stock prices of the Gewiss stock. In addition, the premiums included in the Offer Price with respect to the weighted arithmetic average of the Gewiss stock recorded over various time horizons are higher than the average market premiums paid in prior public tender offers. On the basis of the above, the Board of Directors has taken note that Credit Suisse, as indicated in the fairness opinion attached to this Communication, has considered that, as of June 14, 2010, the Offer Price may, even under current market conditions, be considered adequate, from a financial point of view, for the minority shareholders of the Company. V.3 Conclusions of the Board of Directors The Board of Directors, having taken note of what the Offeror has indicated in the communication disseminated on May 28, 2010 pursuant to Articles 102 and 114 of the TUF and Article 37 of the Issuer Regulations with respect to the decision to launch the Offer and in the Offer Document received from the Company, following detailed analysis and justification by the Independent Directors of the Issuer regarding the proposed Offer Price, and finally having taken note of the conclusions submitted in the fairness opinion issued by Credit Suisse, considers the price of EUR 4.20 per Share to be adequate from a financial standpoint. As regards the financial convenience of accepting the offer, the Board states that this should be valued by each shareholder individually at the time of acceptance, and should also take into consideration the performance of the Stock and the Offeror s statements contained in the Offer Document. VI. INAPPLICABILITY OF A RTICLE 104 OF THE TUF In light of the provisions of article 101-bis(3) of the TUF, and considering the fact that, as at the date of this Issuer Communication, the Offeror holds a majority of the voting rights that may be exercised at the Issuer s general shareholders meeting, the provisions of Article 104 of the TUF do not apply to this Offer. 80

93 * * * * * Cenate Sotto (BG), June 14, 2010 For and on behalf of the Board of Directors Prof. Roberto Ruozi Attachment: Fairness opinion issued by Credit Suisse on June 14, 2010 * * * * * 81

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96 O) DOCUMENTS MADE AVAILABLE TO THE PUBLIC AND PLACES WHERE SUCH DOCUMENTS ARE AVAILABLE FOR REVIEW The public may review the following documents at: (i) the registered office of the Intermediary in Charge of Collecting Acceptances in Milan, at Corso Europa, 16; (ii) the registered office of Borsa Italiana S.p.A. in Milan, at Piazza degli Affari, 6; (iii) the registered office of the Offeror in Bergamo, at Via T. Frizzoni, 17; (iv) the registered office of the Issuer in Cenate Sotto (BG), at Via A. Volta, 1. (a) Documents concerning the Offeror - Financial statements of Unifind S.p.A. as at December 31, 2009 accompanied by the management report, the report of the Board of Statutory Auditors and the certification report of the independent accountants. - Consolidated balance sheet of Polifin S.p.A. for the fiscal year as at December , accompanied by the management report, the Audit Report and a certificate by the audit company. (b) Documents concerning the Issuer - Company and consolidated financial statements as of December 31, 2009 accompanied by the management report, the report of the Board of Statutory Auditors and the certification report of the independent accountants. - Company and consolidated financial statements as of December 31, 2008 accompanied by the management report, the report of the Board of Statutory Auditors and the certification report of the independent accountants. - Interim consolidated financial statements as of March 31, Interim consolidated financial statements as of March 31, The documents concerning the Issuer are also available at the website 84

97 DECLARATION OF RESPONSIBILITY The Offeror is responsible for the completeness and truthfulness of the data and information contained in this Offer Document. The Offeror hereby declares that as far as it knows, the information contained in this Offer Document is true and accurate, and that there are no omissions that could alter the significance thereof. Unifind S.p.A. On behalf of the Board of Directors Mr. (Cav. Lav.) Domenico Bosatelli 85

98 GEORGESON S.R.L. Via Emilia 88, Rome Toll-free number Number for institutional investors: Website: (containing the Offer Document and public documentation related to the Offer) 86