Nexi S p A : Notice of termination of the shareholders' agreement, pursuant to articles 122 of the Legislative Decree 24 February 1998, n. 58 (the “CFA”) and 131, paragraph 4 of the Consob Regulation no. 11971/1999 (the “Issuers' Regulation”)
Registered office at Corso Sempione no. 55 - 20149 Milan Share capital Euro 94,036,905.00 fully paid in
Tax code and Milan-MonzaBrianza-Lodi business register number 09489670969
Notice of termination of the shareholders' agreement, pursuant to articles 122 of the Legislative Decree 24 February 1998, n. 58 (the "CFA") and 131, paragraph 4 of the Consob Regulation no.
11971/1999 (the "Issuers' Regulation")
Pursuant to Article 131, paragraph 4, letter b) of the Issuers Regulation, notice is hereby given that the irrevocable undertaking, governed by the English law, executed on November 15, 2020 by Mercury UK Holdco Limited - a company incorporated under English law with registered office at 111 Buckingham Palace Road, London, United Kingdom ("Mercury") which, pursuant to Article 93 CFA, controls Nexi - and concerning significant shareholders' agreements pursuant to Article 122, paragraphs 1 and 5, letter b) of the CFA (the "Shareholders' Agreement") relating to Nexi S.p.A., a company with shares listed on the Mercato Telematico Azionario organised and managed by Borsa Italiana S.p.A. (the "Company" or "Nexi"), ended on July 1, 2021.
More precisely, the Shareholders' Agreement - which became effective as of the date of its execution
provided that the obligations arising therefrom would cease on the earlier of (i) the effective date of the cross-border merger by incorporation of Nets Topco 2 S. à r.l. into Nexi (the "Merger"), (ii) the termination of the framework agreement executed, inter alia, by Nexi and Nets Topco 2 S.à r.l. and (iii) the date falling 15 months from the aforementioned date of the execution of the Shareholders'
Therefore, following, and as a result of, the effectiveness of the Merger - which took place on July 1, 2021 (as disclosed to the market by the Company on July 1, 2021, by means of a specific press release) - the Shareholders' Agreement, pursuant to point (i) above, ceased to be effective on the same date.
At the date of the execution, the Shareholders' Agreement related to a total no. 126,028,535 of Nexi' shares, representing approximately 20.075% of the Company's share capital, i.e. all the Nexi' shares held by Mercury at that time.
Notice of termination of the Shareholders' Agreement shall be published in the daily newspaper "Corriere della Sera". This notice is also published on Nexi's website www.nexi.it, in the "Governance" section, where essential information on the previous provisions of the Shareholders' Agreement pursuant to article 130 of the Issuers' Regulation is also available.