2i Rete Gas S.p.A. A - Tender Offer - Update

2i Rete Gas S.p.A. - Issue of notes under the EMTN Programme for Euro 550 million

30 MAY 2023

Full announcement including disclaimers and offer restrictions available via Euronext

"Milan, 30 May 2023 – Today 2i Rete Gas S.p.A. (the “Company”) has launched a new issue of notes under its €4,000,000,000 Euro Medium Term Notes programme, last updated on 26 May 2023 with the approval by the Central Bank of Ireland of the relevant base prospectus, for an aggregate principal amount of Euro 550 million, to be placed exclusively with qualified investors.

The net proceeds of the notes will be used for general corporate purposes including early refinancing of a portion of the Company’s “€600,000,000 3.00 per cent. Notes due 16 July 2024” (ISIN Code: XS1088274672) which were the target of the tender offer launched today by the Company that is subject to, inter alia, the settlement of the new notes.

The notes will have the following terms: Euro 550 million in principal amount due in June 2033, issue price of 99.145% of the nominal amount, 145 bps spread over the Euro mid-swap rate and coupon of 4.375%."

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2i Rete Gas S.p.A. ANNOUNCES DEBT TENDER OFFER

30 MAY 2023

Full announcement including disclaimers and offer restrictions available via Euronext

"Milan, 30 May 2023. 2i Rete Gas S.p.A. (the Offeror) hereby announces that it invites all holders (the Noteholders) of its €600,000,000 3.00 per cent. Notes due 16 July 2024 (ISIN: XS1088274672) (the Notes) to tender the Notes for purchase by the Offeror for cash up to an aggregate maximum acceptance amount of €300,000,000 in aggregate nominal amount, subject to the Offeror’s right in its sole and absolute discretion to increase or decrease such amount (the Maximum Acceptance Amount) subject to the satisfaction of the New Issue Condition (as defined herein) and the other conditions described in the Tender Offer Memorandum dated 30 May 2023 (the Tender Offer Memorandum) (the Offer)."

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"Details of the Offers Rationale and Background for the Offer

The Offer is being made as part of the Offeror's medium-term financial strategy aimed at pro-actively managing its liabilities and cost of debt financing. The Offeror's intention is to cancel all of the Notes acquired pursuant to the Offer. For further information, see “New Issue Condition” below.

New Issue Condition

The Offeror announced today its intention to issue, subject to market conditions, a series of eurodenominated senior fixed rate notes (the New Notes) under its €4,000,000,000 Euro Medium Term Note Programme (the Programme), which are intended to be subscribed for by the Joint Lead Managers. The purchase by the Offeror of any Notes validly tendered in the Offer is subject, without limitation, to the issue and settlement of the New Notes (the New Issue Condition). The signing by the Offeror and the Joint Lead Managers of a subscription agreement for the purchase of, and subscription for, the New Notes is expected to occur on or around 1 June 2023. The Offeror is not under any obligation to accept for purchase any Notes tendered pursuant to the Offer. The acceptance for purchase by the Offeror of Notes tendered pursuant to the Offer is at the sole and absolute discretion of the Offeror and tenders may be rejected by the Offeror for any reason in its sole and absolute discretion, irrespective of the New Issue Condition being satisfied (or waived)."

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