Listing

In order to access this section you must read and accept the following information, which you are invited to consider carefully before reading, accessing or using the information. By clicking on the following link you accept to be subject to the following terms and conditions, which are subject to change or update, hence they must be read in full at each access. The Admission Document (in Italian) hereby attached (the “Admission Document”) is an Admission Document on AIM Italia, multilateral trading facility organized and managed by Borsa Italiana S.p.A., of ordinary shares (the “Shares”) of MailUp S.p.A. (the “Company”) and it was issued according to the Regolamento Emittenti AIM Italia (“Regolamento Emittenti AIM”).

The Admission Document and the deal described herein do not represent an offer to the public according to artt. 94 and following of Italian dlgs 58/1998. The information in this section is issued according to artt. 17 and 26 of Regolamento Emittenti AIM.

This section, the Admission Document and any other information hereby contained is only accessible to:

Italian residents who are not domiciled or are not currently in the United States of America, Australia, Japan, Canada nor in any other jurisdiction in which the diffusion of the Admission Document and/or such information is subject to prior approval from the local competent authorities or violates local rules and regulations (“Other Jurisdictions”)
individuals or entities that do not qualify as “U.S. Person” according to the definition of Regulation S of the 1933 United States Securities Act, as currently in force.

To the above mentioned “U.S. Person” any access to this section, download, temporary or permanent storage of the Admission Document or any other information hereby contained is forbidden. The information included in this section cannot be copied or forwarded. It is not permitted to circulate, directly or through third parties, the Admission Document and any other information hereby contained outside Italy, especially in the United States of America, Australia, Japan, Canada or Other Jurisdictions, nor to persons or entities that are not Italian residents.

Regulation S of 1933 United States Securities Act, as currently in force, defines a “U.S. Person” as:

Any natural person resident in the United States;

Any partnership or corporation organized or incorporated under the laws of the United States;

Any estate of which any executor or administrator is a U.S. person;

Any trust of which any trustee is a U.S. person;

Any agency or branch of a foreign entity located in the United States;

Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;

Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States;

Any partnership or corporation if: (a) Organized or incorporated under the laws of any foreign jurisdiction; and (b) Formed by a U.S. person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a)) who are not natural persons, estates or trusts.

In order to access this section, the Admission Document and any other information hereby included, I hereby declare under my personal responsibility that (i) I am an Italian resident, (ii) I am not domiciled nor currently located in the United States of America, Australia, Japan, Canada or Other Jurisdictions, (iii) I am not a “U.S. Person” according to the definition of Regulation S of the 1933 United States Securities Act, as currently in force.