1. Preparatory stage:

• Preparation of the bid by the bidder (study, due diligence, financing, and drafting of offering document (Documento di Offerta).
• The bidder approaches the target and/or its key shareholders.
• Negotiations with the target and/or its key shareholders.

2. Disclosure of the decision to launch a bid:

• Initial Notice to CONSOB.
• The bidder must publicly disclose the decision to launch a voluntary takeover bid.
• The boards of the target and the bidder must inform the representatives of their respective employees or, where there are no such representatives, the employees themselves.

T₀

3. Launching of the bid:

• Filing of the offering document (Documento di Offerta) with CONSOB. Should deadline not be met, the takeover bid document shall be declared inadmissible and the bidder may not make a further bid on the same financial products of the target company in the 12 months thereafter.

T₀ + 20 days

4. CONSOB approval of the offering document:

• CONSOB issues its approval of the offering document (Documento di Offerta) within 15 days of the filing of the offering document if it believes that such document allows the addressees of the bid to form an informed opinion on the bid. Should CONSOB request additional information from the bidder, the time limit to issue its approval is suspended until such information is received.

• The bidder must provide CONSOB with the requested additional information by the deadline set forth by CONSOB, in any event not exceeding 15 days from the request.

• If sector-specific regulations require authorizations from other authorities for launching the bid, CONSOB issues its approval of the offering document (Documento di Offerta) within 5 days from the communication of such authorizations.

T₀ + 35 days

6. Publication of the offering document (Documento di Offerta) after approval of CONSOB:

• The final approved offering document (Documento di Offerta) must be sent to CONSOB and the target company, physically and in electronic format.
• The boards of the target and the bidder must inform the represent-atives of their respective employees or, where there are no such representatives, the employees themselves.
• In certain circumstances where there is a close connection between the bidder (or any persons acting in concert with it) and the target company (e.g., if the bidder is a director of the target company), the statement on the bid by the target board is generally annexed to the the offering document (Documento di Offerta).

T1

7. Statement on the bid by the target board:

• The board of directors of the target company must issue a statement in which it gives its views on the adequacy of the consideration offered and the effects of a successful completion of the takeover on: (i) the interests of the target company; (ii) employment and conditions of employment at target company level, and (iii) continued operations at existing sites. Once issued, such statement shall be communicated to the representatives of the company’s employees or, where there are no such representatives, directly to the employees.

T1 + 4 trading days

(unless the statement on the bid by the target board is already annexed to the the offering document (Documento di Offerta))

8. Commencement of the acceptance period:

• Duration: between 15 and 40 trading days for a voluntary takeover bid.
• The term of the acceptance period is agreed upon with Borsa Italiana S.p.A. (the Italian market operator that organizes, operates and manages the Italian stock exchange).
• For the purposes of correctly implementing the bid and investor protection, after consulting with the bidder and Borsa Italiana S.p.A., CONSOB may extend the term of the acceptance period, more than once, up to a maximum of 55 trading days.
• In the event that a shareholders’ meeting is called for the purposes of obtaining the shareholders’ authorization for the adoption of anti-takeover defense mechanisms (see under 6.4 below), such meetings shall be held in the last 10 trading days of the acceptance period. In such a case, the acceptance period will be extended so that it will expire after 10 trading days following the shareholders’ meeting.
• Amendments to the bid may occur until the trading day before the end of the acceptance period. In such a case, the acceptance period will be extended for at least three trading days following the disclosure of the relevant amendment to the prior bid.

T1 + 5 trading days

(if the statement on the bid by the target board is already annexed to the offering document (Documento di Offerta), the acceptance period can commence on T1)

9. Closure of the acceptance period:

• If "insider bids" are launched by: (i) shareholders of the target company owning voting securities in excess of 30% (or, in target companies other than SMEs, 25%); (ii) parties to a shareholder agreement owning in aggregate voting securities in excess of 30% (or, in target companies other than SMEs, 25%); (iii) directors of the target company; or (iv) persons acting in concert with the parties listed under points (i), (ii) and (iii) above, within the trading day following the payment date, the acceptance period can be re-opened for five trading days, upon the occurrence of certain circumstances.

T1 + 45 trading days

10. Publication of the final results

T1 + 49 trading days

11. Payment of the consideration offered by the bidder:

• If the bidder, in the context of a voluntary or a mandatory takeover bid for the entire share capital of an Italian listed company, acquired more than 90% of the voting securities of the target company, a period of time between 15 and 25 trading days (to be agreed upon with Borsa Italiana S.p.A.) will start for the exercise of the sell-out rights (see under 7 below).

T1 + 50 trading days