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1 IMPORTANT NOTICE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN OR AT ANY ADDRESS IN, THE UNITED STATES OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THE ATTACHED TENDER OFFER MEMORANDUM OR TO ANY U.S. PERSON. IN PARTICULAR, THIS NOTICE AND THE ATTACHED TENDER OFFER MEMORANDUM SHALL NOT BE DISTRIBUTED, TRANSMITTED OR FORWARDED, DIRECTLY OR INDIRECTLY, IN, INTO, OR FROM, OR BY USE OF THE MAILS OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEPHONE, AND OTHER FORMS OF ELECTRONIC COMMUNICATION) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITY OF A NATIONAL SECURITIES EXCHANGE OF, THE UNITED STATES, AND PERSONS RECEIVING THIS DOCUMENT MUST NOT DISTRIBUTE, FORWARD, MAIL, TRANSMIT OR SEND IT OR ANY RELATED DOCUMENTS IN, INTO OR FROM THE UNITED STATES OR TO ANY U.S. PERSON. FOR THE PURPOSES OF THIS NOTICE, THE UNITED STATES MEANS THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA. IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached tender offer memorandum (the Tender Offer Memorandum ), whether received by or otherwise received as a result of electronic communication, and you are therefore required to read this disclaimer carefully before accessing, reading or making any other use of this Tender Offer Memorandum. By accessing this Tender Offer Memorandum, including any to which this Tender Offer Memorandum may have been attached, you agree (in addition to giving the representations below) to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from Deutsche Bank AG, London Branch (the Dealer Manager ) and/or Lucid Issuer Services Limited (the Tender Agent ) as a result of such access. Capitalized terms used but not otherwise defined in this disclaimer shall have the meaning given to them in this Tender Offer Memorandum. THE ATTACHED TENDER OFFER MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THE TENDER OFFER MEMORANDUM MAY ONLY BE DISTRIBUTED OUTSIDE THE UNITED STATES AND TO PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO SEND THE TENDER OFFER MEMORANDUM. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT ), OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. THE NOTES (AS DEFINED BELOW) WHICH ARE THE SUBJECT OF THIS TENDER OFFER (AS DEFINED IN THE TENDER OFFER MEMORANDUM) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION. Confirmation of your representation: In order to be eligible to view the attached Tender Offer Memorandum or participate in the Tender Offer (as defined below), you must not be (or if you are acting as agent, custodian, fiduciary or other intermediary capacity for a holder of Notes (as defined in the Tender Offer Memorandum), such holder must not be) a U.S. person (as such term is defined pursuant to Regulation S ( Regulation S ) under the Securities Act and must be outside the United States and otherwise able to participate lawfully in the invitation by SNAI S.p.A (the Issuer ) to holders of the Issuer s 320,000, % Senior Secured Notes due 2018 (the 2018 Senior Secured Notes ), 160,000, % Senior Subordinated Notes due 2018 (the 2018 Senior Subordinated Notes ) and 110,000, % Senior Secured Notes due 2018 (the 2018 Mirror Notes and, together with the 2018 Senior Secured Notes and the 2018 Senior Subordinated Notes the Notes ) to tender their Notes for purchase by the Issuer for cash (the Tender Offer ) on the terms and subject to the conditions set out in this Tender Offer Memorandum including the offer and distribution restrictions set out in this Tender Offer Memorandum. This Tender Offer Memorandum was sent at your request and by accessing this Tender Offer Memorandum you shall be deemed (in addition to the above) to have represented to the Issuer, the Dealer Manager and the Tender Agent that:

2 (i) (ii) (iii) (iv) (v) (vi) (vii) you are a holder or a beneficial owner of the Notes; you or any beneficial owner of the Notes or any person on whose behalf you are acting are not a U.S. person (as defined under the Securities Act) or a resident and/or located in the United States and will not be resident and/or located in the United States at the time of your receipt of the Tender Offer Memorandum or the submission of your Tender(s) (as defined in the Tender Offer Memorandum) pursuant to the Tender Offer, and the address that you gave us to which this has been delivered is not located in the United States; you have not received or sent the Tender Offer Memorandum or any other document or material relating to the Tender Offer to a U.S. person or in, into or from the United States or any other jurisdiction where such actions may constitute (or result in the Tender Offer constituting) a breach of any legal or regulatory requirements and you have not otherwise used and will not otherwise use, in connection with the Tender Offer, directly or indirectly, the mails, or any means or instrumentality (including, without limitation, facsimile transmission, telephone, or other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, the United States or such other jurisdiction; you are not an agent or a fiduciary acting on a non-discretionary basis for a principal who has given or will give any instructions with respect to the Tender Offer from or within the United States; you hold the Notes directly or indirectly through one of the relevant Clearing Systems (as defined in the Tender Offer Memorandum); you are otherwise a person to whom it is lawful to send this Tender Offer Memorandum and for the Issuer to make an invitation pursuant to the Tender Offer in accordance with applicable laws, including the offer and distribution restrictions contained in this Tender Offer Memorandum; and you consent to delivery of this Tender Offer Memorandum by electronic transmission. The attached Tender Offer Memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Issuer, the Dealer Manager, the Tender Agent or any person who controls, or is a director, officer, employee, agent or affiliate of, any such person accepts any liability or responsibility whatsoever in respect of any difference between this Tender Offer Memorandum distributed to you in electronic format and the hard copy version available to you on request from either of the Dealer Manager or the Tender Agent. You are also reminded that the attached Tender Offer Memorandum has been sent to you on the basis that you are a person into whose possession this Tender Offer Memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located or resident and you may not, nor are you authorized to, deliver this Tender Offer Memorandum to any other person. If you are not the named addressee to which this Tender Offer Memorandum has been delivered, please notify the sender immediately and destroy this Tender Offer Memorandum. Any materials relating to the Tender Offer do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law. In those jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer, and the Dealer Manager or any of its affiliates is such a licensed broker or dealer in such jurisdictions, the Tender Offer shall be deemed to be made by the Dealer Manager or such affiliate (as the case may be) on behalf of the Issuer in such jurisdictions. This Tender Offer Memorandum is only directed at (i) persons who are outside the United Kingdom or (ii) persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Financial Promotion Order )) or (iii) persons who are within Article 43 of the Financial Promotion Order or (iv) any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as relevant persons ). This Tender Offer Memorandum is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this Tender Offer Memorandum relates is available only to

3 relevant persons and will be engaged in only with relevant persons. Restrictions: Nothing in this electronic transmission constitutes an offer to buy or the solicitation of an offer to sell securities in the United States or any other jurisdiction in which such offer or solicitation would be unlawful. The Notes which are the subject of the Tender Offer have not been registered under the Securities Act, or the securities laws of the United States or any state thereof or the applicable laws of any other jurisdiction. The distribution of the Tender Offer Memorandum in certain jurisdictions (in particular, the United States, the Republic of Italy and the United Kingdom) may be restricted by law. See Offer and Distribution Restrictions. Persons into whose possession the Tender Offer Memorandum comes are required by the Issuer, the Dealer Manager and the Tender Agent to inform themselves about, and to observe, any such restrictions. THIS TENDER OFFER MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY PERSON OTHER THAN THE RECIPIENT AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THIS TENDER OFFER MEMORANDUM HAS NOT BEEN FILED WITH, OR REVIEWED BY, ANY NATIONAL OR LOCAL SECURITIES COMMISSION OR REGULATORY AUTHORITY OF THE UNITED STATES, THE UNITED KINGDOM, GRAND DUCHY OF LUXEMBOURG OR THE REPUBLIC OF ITALY OR ANY OTHER JURISDICTION, NOR HAS ANY SUCH COMMISSION OR AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS TENDER OFFER MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY MAY BE UNLAWFUL AND MAY BE A CRIMINAL OFFENSE. This Tender Offer Memorandum contains important information which should be read carefully before any decision is made with respect to the Tender Offer. If any holder of Notes is in any doubt as to the action it should take, it is recommended to immediately seek its own financial advice, including tax advice relating to the consequences resulting from the Tender Offer from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal advisor. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Notes pursuant to the Tender Offer.

4 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR IN OR INTO OR TO ANY PERSON RESIDENT AND/OR LOCATED IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT. SNAI S.p.A (the Issuer ) offer to purchase for cash any and all of its outstanding 320,000, % Senior Secured Notes due 2018 (ISIN no. XS ) (Common Code ) (the 2018 Senior Secured Notes ) 110,000, % Senior Secured Notes due 2018 (ISIN no. XS ) (Common Code ) (the 2018 Mirror Notes ) 160,000, % Senior Subordinated Notes due 2018 (ISIN no. XS ) (Common Code ) (the 2018 Senior Subordinated Notes, and, together with the 2018 Senior Secured Notes and the 2018 Mirror Notes, the Notes ) The Issuer hereby offers to the holders of the Notes (the Noteholders ), subject to the offer restrictions referred to in Offer and Distribution Restrictions below, and upon the terms and subject to the conditions set forth in this tender offer memorandum (as it may be amended or supplemented from time to time, the Tender Offer Memorandum ), to purchase for cash any and all of its outstanding Notes held pursuant to Regulation S under the Securities Act in accordance with the procedures described herein. The offer to purchase the Notes is referred to herein as the Tender Offer. The Tender Offer will expire at 4:00 p.m., London time, on October 31, 2016, unless extended or earlier terminated (such time and date, as the same may be extended, the Expiration Date ). Noteholders must validly tender their Notes, and not validly withdraw their Notes, at or prior to the Expiration Date in order to receive the Purchase Price (as defined below), plus Accrued Interest (as defined below). The relevant deadline set by any intermediary or clearing system will be earlier than this deadline. Upon completion of the Tender Offer, Notes accepted for tender will be cancelled. Each Tender submitted by a Noteholder pursuant to the Tender Offer is irrevocable, except in the limited circumstances in which revocation is permitted as described under the heading Procedures for Tendering Notes Withdrawal Rights. The amount in cash in euro to be paid for each 1,000 principal amount of the Notes accepted for purchase in the Tender Offer is set forth below (the Purchase Price ). In addition, the Issuer will pay applicable amounts for accrued and unpaid interest ( Accrued Interest ) up to but not including the Payment Date (as defined herein) on the Notes which are accepted for purchase in the Tender Offer. No tenders will be valid if submitted after the Expiration Date. Description of the Notes 7.625% Senior Secured Notes due % Senior Secured Notes due % Senior Subordinated Notes due 2018 Outstanding Principal Amount (1) ISIN/Common Code Maturity Date Purchase Price per 1, ,000,000 XS / June 15, , ,000,000 XS / June 15, , ,000,000 XS / December 15, , (1) The Outstanding Principal Amount comprises notes which were originally sold pursuant to Regulation S under the Securities Act (ISINs XS , XS and XS , respectively) as well as notes originally sold pursuant to Rule 144A under the Securities Act (ISINs XS , XS and XS , respectively). For the avoidance of doubt, the Tender Offer being made pursuant to the Tender Offer Memorandum is only being made in respect of those notes held pursuant to Regulation S under the Securities Act (ISINs XS , XS and XS ).

5 Consummation of the Tender Offer is subject to the satisfaction of certain conditions, including without limitation the Financing Condition and the General Conditions (each as more fully described herein). Subject to applicable law, the Issuer reserves the right, in its sole discretion, to waive any and all conditions to the Tender Offer. The Payment Date will be promptly after the Expiration Date in respect of any Notes that are (i) validly tendered (and not validly withdrawn) at or prior to the Expiration Date and (ii) accepted for purchase in accordance with the terms hereof. The Payment Date is expected to be no later than November 7, 2016, unless otherwise extended, amended or terminated. The Issuer is commencing the Tender Offer as part of a refinancing transaction (the Refinancing ) pursuant to which SNAI S.p.A., (the Issuer ) expects to issue (the New Notes Issuance ), on or prior to the Payment Date, new Senior Secured Fixed Rate Notes due 2021 (the New Fixed Rate Notes ) and new Senior Secured Floating Rate Notes due 2021 (the New Floating Rate Notes, and, together with the New Fixed Rate Notes, the New Notes ) in an aggregate principal amount of not less than 570,000,000 of New Notes, on terms and conditions reasonably satisfactory to the Issuer. The proceeds of the New Notes, together with cash on hand, will be used, among other things, to complete the Refinancing, including the purchase of Notes pursuant to the Tender Offer and the redemption of Notes not tendered in the Tender Offer pursuant to the Post-Closing Redemption (as defined below). The Tender Offer is conditioned, amongst other conditions, on the Financing Condition. The Financing Condition is the issuance by the Issuer of the New Notes, on or prior to the Payment Date, on terms and conditions reasonably satisfactory to the Issuer. There can be no assurance that the Issuer will be able to complete the New Notes Issuance and satisfy the Financing Condition. To the extent the Financing Condition is satisfied, the Issuer intends to redeem the Notes that are not validly tendered and accepted for payment in the Tender Offer in accordance with the terms of the optional redemption provisions in each of (i) the indenture governing the 2018 Senior Secured Notes dated December 4, 2013 by and among the Issuer, The Law Debenture Trust Corporation p.l.c. as trustee (the Trustee ) and UniCredit Bank AG, Milan Branch as security agent (the Security Agent ), Deutsche Bank AG, London Branch as paying agent (the Paying Agent ) and Deutsche Bank Luxembourg S.A. as registrar and transfer agent (the Registrar and Transfer Agent ) (the 2018 Senior Secured Notes Indenture ), (ii) the indenture governing the 2018 Senior Subordinated Notes dated December 4, 2013 by and among the Issuer, the Trustee, the Paying Agent and the Registrar and Transfer Agent (the 2018 Senior Subordinated Notes Indenture ) and (iii) the indenture governing the 2018 Senior Secured Notes dated July 28, 2015 by and among the Issuer, the Trustee, the Security Agent, the Paying Agent and the Registrar and Transfer Agent, to which Cogemat S.p.A. and Cogetech S.p.A. acceded as guarantors (the 2018 Mirror Notes Indenture and, together with the 2018 Senior Secured Notes Indenture and the 2018 Senior Subordinated Notes Indenture the Indentures ), pursuant to several redemption notices to be issued on the date hereof (the Post-Closing Redemption ). The Post-Closing Redemption is expected to take place on or about December 15, 2016 at the redemption prices set out in the respective Indentures with respect to the period commencing December 15, The Issuer intends to deposit into an account designated by the Trustee amounts required to fund the Post-Closing Redemption, in accordance with the satisfaction and discharge provisions of the Indentures and the Notes, on the Payment Date. Subject to applicable law, the Issuer may, in its sole discretion, extend, amend or terminate the Tender Offer as provided in this Tender Offer Memorandum. Furthermore, the Issuer may, in its sole discretion extend, amend or terminate the Tender Offer if any of the Conditions has not been satisfied or waived on or prior to the Payment Date. Details of any such extension, amendment or termination will be announced as provided in this Tender Offer Memorandum as soon as reasonably practicable after the relevant decision is made. Additionally, the Issuer reserves the right, in its sole and absolute discretion not to accept any tender of Notes. The Issuer has expressed no opinion with respect to the Tender Offer. None of the Issuer, the Dealer Manager (as defined herein), the Tender Agent (as defined herein), the Trustee (as defined herein) or any of their respective affiliates makes any recommendation as to whether or not any Noteholder should tender its Notes pursuant to the Tender Offer. Each Noteholder must make its own decision as to whether or not to tender its Notes in connection with the Tender Offer and if so, as to how many Notes to tender.

6 The Issuer will only accept tenders with respect to the Notes held in the Regulation S global notes bearing ISIN numbers XS , XS and XS (the Regulation S Notes ). The Issuer will not accept tenders with respect to the Notes held in the Rule 144A global note bearing ISIN numbers XS , XS and XS (the Rule 144A Notes ). In order to participate in the Tender Offer, eligible Noteholders of Rule 144A Notes who are not U.S. persons and are outside the United States and otherwise comply with the restrictions set forth under Offer and Distribution Restrictions below must, prior to the Expiration Date, exchange such Rule 144A Notes for Regulation S Notes in accordance with the procedures prescribed in Section 2.06 of each of the Indentures and tender the Regulation S Notes in the Tender Offer. The Tender Offer is not being made, and will not be made, directly or indirectly, in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States. Accordingly, copies of this Tender Offer Memorandum and any other documents or materials relating to the Tender Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded from, within or into the United States. Any purported tender of Notes in the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from the United States will be invalid and will not be accepted. In order to participate in, and be eligible to receive the Purchase Price pursuant to, the Tender Offer, Noteholders must validly tender their Notes by delivering, or arranging to have delivered on their behalf, an Electronic Instruction (as defined below). See Procedures for Tendering Notes. Each Noteholder is advised to check with any broker, dealer, bank, custodian, trust company or other nominee or other intermediary through which it holds Notes to confirm whether such intermediary needs to receive instructions from such Noteholder before the deadlines specified in this Tender Offer Memorandum in order for that Noteholder to be able to participate in, or withdraw from or revoke its instruction to participate in, the Tender Offer. The deadlines set by Euroclear Bank SA/NV ( Euroclear ) or Clearstream Banking, société anonyme ( Clearstream, and each of Euroclear and Clearstream a Clearing System and, together, the Clearing Systems ) for the submission and withdrawal of Electronic Instructions (as defined herein) will be earlier than the relevant deadlines specified in this Tender Offer Memorandum. Noteholders should carefully consider all of the information in this Tender Offer Memorandum and, in particular, the information contained in Risk Factors beginning on page 7 of this Tender Offer Memorandum before tendering any Notes. Questions and requests for assistance in connection with (i) the Tender Offer may be directed to the Dealer Manager and (ii) tendering Notes may be directed to the Tender Agent, the contact details for all of which appear on the last page of this Tender Offer Memorandum. Dealer Manager Deutsche Bank October 24, 2016

7 TABLE OF CONTENTS OFFER AND DISTRIBUTION RESTRICTIONS... ii IMPORTANT DATES... iv GENERAL... v AVAILABLE INFORMATION... vii SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND OTHER FACTORS... viii SUMMARY... 1 PURPOSE OF THE TENDER OFFER... 6 SOURCE OF FUNDS... 6 RISK FACTORS... 7 THE TENDER OFFER... 9 PROCEDURES FOR TENDERING NOTES TAX CONSIDERATIONS DEALER MANAGER AND TENDER AGENT (i)

8 OFFER AND DISTRIBUTION RESTRICTIONS The distribution of this Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this Tender Offer Memorandum comes are required by the Issuer, the Dealer Manager and the Tender Agent to inform themselves about, and to observe, any such restrictions. United States The Tender Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telephone and the internet. Accordingly, copies of this Tender Offer Memorandum and any other documents or materials relating to the Tender Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States. Any purported tender of Notes in the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located in the United States or any agent, fiduciary or other intermediary acting on a nondiscretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted. Each person participating in the Tender Offer will represent that it or any beneficial owner of the Notes or any person on whose behalf such person is acting is not a U.S. person (as defined under the Securities Act) or a resident and/or located in the United States and will not be resident and/or located in the United States at the time of the submission of its Tender(s) pursuant to the Tender Offer. For the purposes of this and the above paragraph, United States means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia. Luxembourg Neither this Tender Offer Memorandum nor any other documents or materials relating to the Tender Offer have been approved by, or will be submitted for approval to, the Luxembourg Financial Services Authority (Commission de Surveillance du Secteur Financier) for purposes of public offering in the Grand Duchy of Luxembourg ( Luxembourg ). Accordingly, the Tender Offer may not be made to the public in Luxembourg, directly or indirectly, and neither this Tender Offer Memorandum, nor any other offering circular, prospectus, form of application, advertisement or other material relating to the Tender Offer may be distributed, or otherwise made available in, from, or published in, Luxembourg except in circumstances which do not constitute an offer of securities to the public, subject to prospectus requirements, in accordance with the Luxembourg Act of July 10, 2005 on prospectuses for securities, as amended, and implementing the Prospectus Directive, as amended (the Prospectus Act ). Consequently, this Tender Offer Memorandum and any other offering circular, prospectus, form of application, advertisement or other material may only be distributed to (i) Luxembourg qualified investors as defined in the Prospectus Act and (ii) no more than 149 prospective investors, which are not qualified investors. United Kingdom The communication of this Tender Offer Memorandum and any other documents or materials relating to the Tender Offer is not being made and such documents and/or materials have not been approved by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Financial Promotion Order )) or persons who are within Article 43 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order. Italy None of the Tender Offer, this Tender Offer Memorandum or any other documents or materials relating to the Tender Offer has been or will be submitted to the clearance procedure of the Commissione Nazionale per le (ii)

9 Società e la Borsa (CONSOB), pursuant to applicable Italian laws and regulations. The Tender Offer is being carried out in the Republic of Italy ( Italy ) as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the Financial Services Act ) and article 35-bis, paragraph 4 of CONSOB Regulation No of 14 May 1999, as amended. Holders or beneficial owners of the Notes which are located in Italy may tender their Notes through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority. Each intermediary must comply with the applicable laws and regulations concerning information duties vis-àvis its clients in connection with the Notes, or the Tender Offer or this Tender Offer Memorandum. General This Tender Offer Memorandum and any related documents do not constitute an offer to buy or the solicitation of an offer to sell Notes in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer, and the Dealer Manager or any of its affiliates is such a licensed broker or dealer in such jurisdictions, the Tender Offer shall be deemed to be made by the Dealer Manager or such affiliate (as the case may be) on behalf of the Issuer in such jurisdictions. In addition to the representations referred to above in respect of the United States, the United Kingdom, Grand Duchy of Luxembourg and Italy, each Noteholder participating in the Tender Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in Procedures for Tendering Notes. Any tender of Notes for purchase pursuant to the Tender Offer from a Noteholder that is unable to make these representations will not be accepted. Each of the Issuer, Deutsche Bank AG, London Branch (the Dealer Manager ) and Lucid Issuer Services Limited (the Tender Agent ) reserves the right, in its absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Tender Offer, whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result the Issuer determines (for any reason) that such representation is not correct, such tender of Notes shall not be accepted. (iii)

10 IMPORTANT DATES This is an indicative timetable showing one possible outcome for the timing of the Tender Offer based on the dates printed in this Tender Offer Memorandum and assuming that none of the Expiration Date and the Payment Date is extended in respect of the Tender Offer. This timetable is subject to change and dates and times may be extended, amended or terminated by the Issuer in accordance with the terms of the Tender Offer, as described in this Tender Offer Memorandum. Accordingly, the actual timetable may differ significantly from the timetable below. This summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this Tender Offer Memorandum. Date Calendar Date and Time Event Commencement Date October 24, 2016 Commencement of the Tender Offer upon the terms and subject to the conditions set forth in this Tender Offer Memorandum. Expiration Date Announcement of Final Results 4:00 p.m., London time, on October 31, 2016 As soon as practicable on or after the Expiration Date Deadline for Notes to be validly tendered. The Tender Offer expires unless earlier extended or terminated. The Issuer may, in its sole discretion, extend or terminate the Tender Offer. As soon as practicable on or after the Expiration Date, the Issuer will announce the results of the Tender Offer and the aggregate principal amount of Notes that remain outstanding and are expected to be redeemed (subject to satisfaction of the Financing Condition) pursuant to the Post-Closing Redemption following completion of the Tender Offer. Payment Date No later than November 7, 2016 Subject to satisfaction and/or waiver of the Conditions, the Issuer pays the Purchase Price (plus Accrued Interest) for any Notes validly tendered and accepted for purchase. If the Issuer accepts the tender of Noteholders Notes pursuant to the Tender Offer, Noteholders, or the custodial entity acting on such Noteholders behalf, must deliver to the Issuer good and marketable title to such Notes. The above dates and times are subject, where applicable, to the right of the Issuer, in its sole discretion, to extend, re-open, amend and/or terminate the Tender Offer, subject to applicable laws and as provided in this Tender Offer Memorandum. Noteholders are advised to check with any broker, dealer, bank, custodian, trust company or other nominee or other intermediary through which they hold Notes to confirm whether such intermediary requires that it receive instructions for such Noteholder to participate in, or revoke such Noteholder s instruction to participate in, the Tender Offer before the deadlines specified above. The deadlines set by each Clearing System for the submission and withdrawal of Notes in favour of the Tender Offer will be earlier than the relevant deadlines above. Please see Procedures for Tendering Notes. (iv)

11 GENERAL No person has been authorized in connection with the Tender Offer to give any information or to make any representation, other than those contained, or incorporated by reference, in this Tender Offer Memorandum and any such information or representation must not be relied upon as having been authorized by the Issuer or the Dealer Manager. The Issuer accepts responsibility for the information contained in this Tender Offer Memorandum. Neither the delivery of this Tender Offer Memorandum nor any purchase of Notes shall, under any circumstances, create any implication that there has not been any change in the affairs of the Issuer since the date of this Tender Offer Memorandum or that the information contained in this Tender Offer Memorandum has remained accurate and complete as of any time subsequent to the date of this Tender Offer Memorandum. Notes may only be tendered in the Tender Offer in accordance with the procedures described in Procedures for Tendering Notes. In particular, the Notes may only be tendered in minimum principal amounts of 100,000 and multiples of 1,000 thereafter, and a Noteholder whose Notes are accepted for purchase pursuant to the Tender Offer must continue to hold at least 100,000 in principal amount of Notes for such untendered Notes to trade in a Clearing System. Noteholders who do not participate in the Tender Offer, or whose Notes are not accepted for purchase by the Issuer, will continue to hold their Notes subject to the terms and conditions of the Indenture. Each Noteholder is solely responsible for making its own independent appraisal of all matters as such Noteholder deems appropriate (including those relating to the Tender Offer) and each Noteholder must make its own decision as to whether to tender any or all of its Notes for purchase pursuant to the Tender Offer. NONE OF THE ISSUER, THE DEALER MANAGER, THE TENDER AGENT THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES MAKES ANY RECOMMENDATION AS TO WHETHER OR NOT ANY NOTEHOLDERS SHOULD TENDER THEIR NOTES PURSUANT TO THE TENDER OFFER. THE TENDER AGENT IS THE AGENT OF THE ISSUER AND OWES NO DUTY TO ANY NOTEHOLDER. EACH NOTEHOLDER SHOULD MAKE ITS OWN DECISION AS TO WHETHER TO TENDER ITS NOTES AND IF SO, THE PRINCIPAL AMOUNT OF THE NOTES AS TO WHICH SUCH ACTION IS TO BE TAKEN. Noteholders holding their Notes through a broker, dealer, bank, custodian, trust company or other nominee must contact that nominee if they desire to tender those Notes. Any questions or requests for assistance or for additional copies of this Tender Offer Memorandum or related documents should be directed to the Tender Agent at its telephone number or address set forth on the back cover of this Tender Offer Memorandum. Noteholders may also contact the Dealer Manager or their broker, dealer, bank, custodian, trust company or other nominee for assistance concerning the terms of the Tender Offer. NOTEHOLDERS SHOULD READ THIS TENDER OFFER MEMORANDUM CAREFULLY BEFORE MAKING A DECISION TO TENDER NOTES. THIS TENDER OFFER MEMORANDUM HAS NOT BEEN REVIEWED BY ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY IN THE UNITED STATES, THE UNITED KINGDOM, GRAND DUCHY OF LUXEMBOURG OR ITALY, NOR HAS THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE SEC ) OR ANY SUCH COMMISSION OR AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS TENDER OFFER MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND MAY BE A CRIMINAL OFFENCE. The applicable provisions of the Financial Services and Markets Act 2000 must be complied with in respect of anything done in relation to the Tender Offer in, from or otherwise involving the United Kingdom. In making a decision whether to tender their Notes pursuant to the Tender Offer, Noteholders must rely on their own examination of the Issuer and the information contained in this Tender Offer Memorandum, including their own determination of the merits and risks involved in participating in the Tender Offer. (v)

12 Tenders of the Notes pursuant to the Tender Offer may only be revoked in accordance with the procedures described in Procedures for Tendering Notes Withdrawal Rights. In the event of a termination by the Issuer of the Tender Offer, the Electronic Instructions (as defined below) shall be deemed to be withdrawn and the tendered Notes will be promptly returned to the tendering Noteholders. Tendering Noteholders will not be obligated to pay brokerage fees, commission or transfer taxes to the Issuer, the Dealer Manager or the Tender Agent upon the Issuer s purchase of Notes pursuant to the Tender Offer or the payment of the Purchase Price and Accrued Interest. Tendering Noteholders may be required to pay fees to their own brokerage firm. A decision to participate or not participate in the Tender Offer will involve certain risks. See Risk Factors. The Issuer will submit the Notes purchased pursuant to the Tender Offer (if any) for cancellation in accordance with the terms and conditions of the Indenture. Accordingly, this transaction may reduce the aggregate principal amount of the Notes that otherwise might trade in the market, which could adversely affect the liquidity and market value of the remaining Notes that the Issuer does not purchase pursuant to the Tender Offer. Noteholders must comply with all laws that apply in any place in which such Noteholders possess this Tender Offer Memorandum. Noteholders must also obtain any consents or approvals that are needed in order to tender Notes. None of the Issuer or its subsidiaries or its affiliates, the Dealer Manager or the Tender Agent is responsible for Noteholders compliance with these legal requirements. None of the Issuer, any of its subsidiaries or its affiliates or the Dealer Manager is providing Noteholders with any legal, business, tax or other advice in this Tender Offer Memorandum or in connection with the Tender Offer. Noteholders should consult with their own advisors as needed to assist in making an investment decision and to advise on whether such Noteholders are legally permitted to tender Notes for cash. Unless the context otherwise requires, references in this Tender Offer Memorandum to a Noteholder include: (a) (b) each person who is shown in the records of the Clearing Systems as a holder of the Notes ( Direct Participants ); and each beneficial owner of Notes holding such Notes, directly or indirectly, in accounts in the name of a Direct Participant acting on the beneficial owner s behalf, except that for the purposes of the payment of the Purchase Price and Accrued Interest, to the extent the beneficial owner of the relevant Notes is not a Direct Participant, the Purchase Price and Accrued Interest will only be paid to the relevant Direct Participant, and payment of the Purchase Price and Accrued Interest to such Direct Participant will satisfy any obligations of the Issuer and the relevant Clearing System in respect of the purchase of such Notes. As used in this Tender Offer Memorandum and except as the context otherwise requires, Business Day means each day that is not a Saturday, Sunday or other day on which banking institutions in Luxembourg, Grand Duchy of Luxembourg, Milan, Italy, New York, New York or London, England are authorized or required by law to close. All references in this Tender Offer Memorandum to euro or refer to the lawful currency of the European Union member states participating in the European Monetary Union. Governing Law The Tender Offer, and any non-contractual obligations arising out of or in connection with the Tender Offer, will be governed by English law. (vi)

13 AVAILABLE INFORMATION Copies of the Issuer s most recent annual consolidated financial statements and any interim unaudited financial statements published by the Issuer may be freely obtained during normal business hours at the office of Deutsche Bank AG, London Branch, Winchester House, 1 Great Winchester Street, London, EC2N 2DB, United Kingdom. These annual and interim financial statements are not incorporated by reference into this document and should not be considered part of this document. Noteholders should rely only on the information provided in this Tender Offer Memorandum. Neither the Issuer nor any of its affiliates have authorized anyone to provide Noteholders with different or additional information. (vii)

14 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND OTHER FACTORS This Tender Offer Memorandum includes forward-looking statements. Forward-looking statements can be identified by the use of forward-looking terminology such as the words expect, estimate, project, anticipate, believes, should, could, intend, plan, probability, risk, target, goal, objective, may, will, endeavour, outlook, optimistic, prospects or by the use of similar expressions or variations on such expressions, or by the discussion of strategy or objectives. Forward-looking statements are based on current plans, estimates and projections and are subject to inherent risks, uncertainties and other factors which could cause actual results to differ materially from the future results expressed or implied by such forward-looking statements. Any forward-looking statements made in this Tender Offer Memorandum speak only as of the date hereof. The Issuer does not intend to publicly update or revise these forward-looking statements to reflect events or circumstances after the date of this Tender Offer Memorandum and does not assume any responsibility to do so. (viii)

15 SUMMARY The following summary is qualified in its entirety by the more detailed information appearing elsewhere in this Tender Offer Memorandum. Noteholders are urged to read the entire Tender Offer Memorandum thoroughly. The Issuer... The Notes:... SNAI S.p.A, a joint stock company established under the laws of the Republic of Italy. The Notes subject to the Tender Offer are the Issuer s outstanding: 320,000, % Senior Secured Notes due 2018 (ISIN/Common Code: XS / ); 110,000, % Senior Secured Notes due 2018 (ISIN/Common Code: XS / ); and 160,000, % Senior Subordinated Notes due 2018 (ISIN/Common Code: XS / ). The Outstanding Principal Amount comprises notes which were originally sold pursuant to Regulation S under the Securities Act (ISIN numbers XS , XS and XS ) as well as notes originally sold pursuant to Rule 144A under the Securities Act (ISIN numbers XS , XS and XS ). For the avoidance of doubt, the Tender Offer being made pursuant to the Tender Offer Memorandum is only being made in respect of those notes held pursuant to Regulation S under the Securities Act. Overview of the Tender Offer... Subject to the offer restrictions referred to in Offer and Distribution Restrictions above and upon the terms and subject to the conditions set forth in this Tender Offer Memorandum, the Issuer is offering to purchase for cash any and all of the aggregate principal amount of the Notes validly tendered and not validly withdrawn and accepted for purchase by the Issuer in the Tender Offer at the Purchase Price (plus Accrued Interest). The Issuer will only accept tenders with respect to the Regulation S Notes and will not accept tenders with respect to the Rule 144A Notes. Subject to applicable law, the Issuer reserves the right, in its sole and absolute discretion, not to accept any tenders of Notes or to modify in any manner any of the terms and conditions of the Tender Offer (including, but not limited to, modifying the Purchase Price with respect to the Tender Offer). For a more detailed discussion, see The Tender Offer. The Refinancing... The Tender Offer is being made as part of the proposed Refinancing, pursuant to which the Issuer expects to issue the New Notes, on terms and conditions reasonably satisfactory to the Issuer. The proceeds of the New Notes, together with cash on hand, will be used, among other things, to complete the Refinancing, including the purchase of Notes pursuant to the Tender Offer and the redemption of Notes not tendered in the Tender Offer pursuant to the Post Closing Redemption. The Tender Offer is conditioned, amongst other conditions, on the Financing Condition. 1

16 Financing Condition... Purpose of the Tender Offer... Cash to be Received for Tendered Notes... The issuance by the Issuer of the New Notes, on terms and conditions reasonably satisfactory to the Issuer. The purpose of the Tender Offer is to acquire any and all of the aggregate principal amount of the outstanding Notes held pursuant to Regulation S as part of the Refinancing. To the extent the Financing Condition is satisfied, the Issuer intends to redeem, in accordance with the terms of the Indenture, Notes that are not validly tendered and accepted for payment in the Tender Offer pursuant to the Post-Closing Redemption. The Issuer intends to deposit into an account designated by the Trustee amounts required to fund the Post-Closing Redemption, in accordance with the satisfaction and discharge provisions of the Indentures and the Notes, on the Payment Date. If a Noteholder submits a valid tender of Notes pursuant to the Tender Offer, and the Issuer accepts the tender of such Notes, the Issuer will, subject to the conditions described herein, pay such Noteholder, for each 1,000 aggregate principal amount of Notes accepted for purchase (Notes may only be tendered in minimum principal amounts of 100,000 and multiples of 1,000 thereafter): the Purchase Price (rounded to the nearest cent, with to be taken as a full cent); and an amount in cash in euro (rounded to the nearest 0.01 with rounded upwards) equal to the Accrued Interest. Purchase Price... Accrued Interest on the Notes... Payment for Tendered Notes... If the Issuer decides to accept Notes validly tendered (and not validly withdrawn) pursuant to the Tender Offer, the amount that will be paid to each Noteholder on the Payment Date for the Notes accepted for purchase from such Noteholder will be an amount (rounded to the nearest 0.01 with rounded upwards) equal to the sum of: (i) the aggregate amount of the Notes of such Noteholder accepted for purchase pursuant to the Tender Offer at the Purchase Price of (x) in the case of the 2018 Existing Senior Secured Notes, 1, per 1,000 aggregate principal amount of Notes accepted, (y) in the case of the 2018 Mirror Notes, 1, per 1,000 aggregate principal amount of Mirror Notes accepted and (z) in the case of the 2018 Senior Subordinated Notes, 1, per 1,000 aggregate principal amount of Notes accepted and (ii) applicable amounts for Accrued Interest up to but not including the Payment Date on the Notes which are accepted for purchase in the Tender Offer, plus Additional Amounts (as defined in the Indentures), if any. The Issuer will pay, on the Payment Date, accrued and unpaid interest on the Notes from (and including) the immediately preceding interest payment date for the Notes to (but excluding) the Payment Date to all Noteholders whose Notes have been validly tendered (and not validly withdrawn) and accepted for purchase. Once the Issuer has announced the final results of the Tender Offer, the Issuer s acceptance of tendered Notes accepted for purchase in accordance with the terms of the Tender Offer will be irrevocable, subject only to satisfaction in full or waiver of the Conditions (as defined below) on or prior to the Payment Date which is expected 2

17 to be no later than November 7, 2016, unless otherwise extended, amended or terminated. Tenders of Notes, as so accepted, will constitute binding obligations of the submitting Noteholders and the Issuer to settle the Tender Offer, subject only to satisfaction in full or waiver of the Conditions on or prior to the Payment Date. Announcement of Final Results... Funds Available... Procedures for Tendering Notes... Subject to the satisfaction of all Conditions, if the Tender Offer is not earlier extended or terminated, the Issuer expects to, as soon as practicable on or following the Expiration Date, accept for payment any and all Notes validly tendered and not validly withdrawn in the Tender Offer (which payment and acceptance shall be subject to the satisfaction in full or waiver of the Conditions on or prior to the Payment Date). The Issuer will publicly announce the results of the Tender Offer by press release delivered to the Dealer Manager and distributed through the Luxembourg Stock Exchange information system as soon as practicable on or after the Expiration Date. Payment for Notes validly tendered and accepted for payment which are represented by accounts in Euroclear or Clearstream, as the case may be, will be made in immediately available funds on the Payment Date through the facilities of Euroclear and Clearstream if all of the Conditions have been satisfied or waived on or prior to the Payment Date. Such payment through the Clearing Systems will discharge the payment obligations of the Issuer in respect of payment of the Purchase Price (and Accrued Interest). The Issuer intends to use the proceeds from the Refinancing and cash on hand to, among other things, fund the purchase of the Notes (if any) in the Tender Offer and to redeem any Notes not tendered pursuant to the Post-Closing Redemption. If a Noteholder wishes to tender its Notes pursuant to the Tender Offer, such Noteholder must deliver an authenticated SWIFT message, a Euclid server or Creation instruction (each an Electronic Instruction ), as provided in Procedures for Tendering Notes. For further information on how to tender, Noteholders should contact the Tender Agent or consult their broker, dealer, commercial bank, trust company or other nominee for assistance. Noteholders are advised to check with any broker, dealer, bank, custodian, trust company or other nominee or other intermediary through which they hold Notes whether such intermediary requires receipt of instructions to participate in, or withdraw their instructions to participate in, the Tender Offer before the deadline specified in this Tender Offer Memorandum. The deadlines set by each Clearing System for the submission and withdrawal of Electronic Instructions will be earlier than the relevant deadlines specified in this Tender Offer Memorandum. Acceptance of Tendered Notes... The Issuer will only accept tenders with respect to the Regulation S Notes. The Issuer will not accept tenders with respect to the Rule 144A Notes. In order to participate in the Tender Offer, eligible Noteholders holding Rule 144A Notes who are outside the United States and otherwise comply with the restrictions set forth under Offer and Distribution Restrictions, including that such Noteholder or any beneficial owner of the Notes or any person on whose behalf such person is acting is not a U.S. person (as defined 3

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