€350,000,000 5.625% Sustainability-Linked Senior Secured Notes due 2027 Reg S – ISIN XS2436585355, Common Code 243658535 Rule 144A – ISIN XS2436586247, Common Code 243658624
€50,000,000 Sustainability-Linked Senior Secured Floating Rate Notes due 2027 Reg S – ISIN XS2715817859, Common Code 271581785
Notice is hereby given in accordance with Paragraphs 5(b) and 8 of each of the Notes (as defined below) and Sections 3.01, 3.03, 3.04 and 13.01 of the indenture dated as of February 10, 2022 (as amended and supplemented from time to time, the “Indenture”) by and among, inter alios, F.I.S. – Fabbrica Italiana Sintetici S.p.A. as the issuer (the “Issuer”), U.S. Bank Trustees Limited as Trustee, security agent and security representative (rappresentante) of the Holders of the Notes pursuant to Article 2414-bis, third paragraph, of the Italian Civil Code, U.S. Bank Europe DAC (f/k/a Elavon Financial Services DAC) as authenticating agent, registrar, paying agent, calculation agent and transfer agent, governing the Issuer’s €350,000,000 aggregate principal amount of 5.625% Sustainability-Linked Senior Secured Notes due 2027 (the “Fixed Rate Notes”) and €50,000,000 aggregate principal amount of Sustainability-Linked Senior Secured Floating Rate Notes due 2027 (the “Floating Rate Notes” and, together with the Fixed Rate Notes, the “Notes”). The terms not otherwise defined herein shall have the meanings given to them in the Indenture.
Subject to the Refinancing Condition (as defined below), the Issuer hereby elects to redeem the entire principal amount of each of the Fixed Rate Notes and the Floating Rate Notes outstanding on the Redemption Date (as defined below) pursuant to Paragraphs 5(b) and 8 of the relevant Note. Subject to the Refinancing Condition, the Issuer will be redeeming the each of the Fixed Rate Notes and the Floating Rate Notes for cash in an amount equal to the relevant Redemption Price (as defined below), plus accrued but unpaid interest from the relevant last interest payment date for which interest on the Fixed Rate Notes and the Floating Rate Notes were paid or will have been paid, as applicable, up to (but excluding) the Redemption Date, the applicable Step-up Premium and Additional Amounts, if any.
The Issuer’s obligation to redeem the entire principal amount of each of the Fixed Rate Notes and the Floating Rate Notes outstanding on the Redemption Date is conditioned upon completion by the Issuer of refinancing actions that provide sufficient net cash proceeds to the Issuer to fund the redemption of the Notes (the “Refinancing Condition”). In the event that the Refinancing Condition will not have been satisfied (or waived by the Issuer in its sole discretion) by the Business Day before the day falling sixty days after the date hereof, the redemption of the Fixed Rate Notes and the Floating Rate Notes will not occur and this Conditional Notice of Redemption will be automatically rescinded. The Issuer will provide notice to the Trustee, the Registrar and the Paying Agent and will publish a press release or other public announcement as to whether or not the Refinancing Condition has been satisfied or waived by the Issuer (in its sole discretion) in accordance with the terms of this notice. Accordingly, neither the Fixed Rate Notes nor the Floating Rate Notes shall be deemed due and payable on the Redemption Date unless and until the Refinancing Condition is satisfied or waived by the Issuer in its sole discretion. If the Refinancing Condition is not satisfied or waived, any Notes previously surrendered to the Paying Agent shall be returned to the Holders thereof.
In each case subject to the Issuer’s determination in its sole discretion that the Refinancing Condition has been satisfied or waived before the Redemption Date, the terms and conditions of the redemption of the Fixed Rate Notes and the Floating Rate Notes are as follows:
1.
The redemption date for each of the Fixed Rate Notes and the Floating Rate Notes will be thelater of (i) February 6, 2026; and (ii) if the Refinancing Condition has not been satisfied orwaived prior to February 6, 2026, the Business Day following the satisfaction or waiver of theRefinancing Condition (such later day, the “Redemption Date”); provided that the Redemption Date shall not be more than sixty days from the date hereof and the Issuer shall provide one Business Day prior notice of the Redemption Date.
2.
The record date on which any Holder of Notes must hold any Notes to be entitled to theRedemption Price will be the Business Day immediately prior to the Redemption Date. If theRedemption Date is not a Business Day, payment shall be made on the next succeeding day thatis a Business Day and no interest shall accrue for the intervening period.
3.
The redemption price for the Fixed Rate Notes will be 100.000% of the principal amount thereof(the “Fixed Rate Notes Redemption Price”) plus, the applicable Step-up Premium, AdditionalAmounts, if any, and accrued and unpaid interest from February 1, 2026 (being the last interestpayment date for which interest on the Fixed Rate Notes will have been paid) up to, butexcluding, the Redemption Date.
4.
The redemption price for the Floating Rate Notes will be 100.000% of the principal amountthereof (the “Floating Rate Notes Redemption Price,” and together with the Fixed Rate Notes,the “Redemption Prices” and each a “Redemption Price”) plus, the applicable Step-upPremium, Additional Amounts, if any, and accrued and unpaid interest from December 31,2025 (being the last interest payment date for which interest on the Floating Rate Notes werepaid) up to, but excluding, the Redemption Date.
5.
The Notes called for redemption must be surrendered to the Paying Agent to collect theRedemption Price plus accrued and unpaid interest, the applicable Step-up Premium, andAdditional Amounts, if any. The name and address of the Paying Agent is U.S. Bank EuropeDAC (f/k/a Elavon Financial Services DAC), Block F1, Cherrywood Business Park,Cherrywood, Dublin 18, D18 W2X7, Ireland.
6.
On the Redemption Date, the Redemption Price (and the applicable Step-up Premium,Additional Amounts, if any, and accrued interest to, but excluding, the Redemption Datepayable as provided in Section 3.04 of the Indenture, if any) shall become due and payable uponeach of the Fixed Rate Notes and the Floating Rate Notes to be redeemed, and, unless the Issuerdefaults in making such redemption payment or the Paying Agent is prohibited from makingsuch payment pursuant to the terms of the Indenture, interest on the Notes will cease to accrueon and after the Redemption Date.
7.
Each of the Fixed Rate Notes and the Floating Rate Notes are being redeemed in full pursuantto Paragraphs 5(b) and 8 of the relevant Note.
8.
No representation is made as to the correctness or accuracy of the Common Codes and/or ISINslisted in this Conditional Notice of Redemption or printed on the relevant Note.
9.
On the day on which the Refinancing Condition is satisfied or waived, and in any event at leastone Business Day prior to the Redemption Date, the Issuer will provide notice to the Trustee,the Registrar and the Paying Agent and will publish a press release or other publicannouncement to confirm that the Refinancing Condition has been satisfied or waived.
If the Refinancing Condition has not been satisfied or waived by the Issuer (in its sole discretion) by the Business Day before the date falling sixty days after the date hereof:
(a)
the Issuer will provide notice to the Trustee, the Registrar and the Paying Agent and will publisha press release or other public announcement on or about such date that the RefinancingCondition has not been satisfied or waived; and
(b)
each of the Fixed Rate Notes and the Floating Rate Notes will continue to be outstanding, noRedemption Price will be paid, interest shall continue to accrue in accordance with the terms of the Indenture and the Notes, and any Notes previously surrendered to the Paying Agent shall be returned to the holders of the Notes thereof.
Dated: January 26, 2026
By: F.I.S. – Fabbrica Italiana Sintetici S.p.A.
This notice may constitute a public disclosure of inside information by F.I.S. – Fabbrica Italiana Sintetici S.p.A. under Regulation (EU) 596/2014 and any relevant implementing rules and regulations.