TraWell Co: Issuance of a bond reserved for professional investors, subscribed by cassa depositi e prestiti S.p.A.

Issuer

TraWell Co S.p.A. (the "Company" and, together with its subsidiaries, the "Group").

Currency

Euro

Amount

Up to a maximum principal amount of EUR

3,000,000.00 (three million/00)

Type

The Bonds are non-convertible and constitute direct,

unconditional, unsubordinated and unsecured obligations of the Issuer (without prejudice to the Guarantees provided under the Bond Loan Regulations), ranking at all times pari passu with each other and at least pari passu with all other present and future unconditional, unsubordinated and unsecured obligations of the Issuer, except for obligations that may be preferred by law of a mandatory and generally applicable nature.

Denomination

The Bonds have a nominal value of EUR 100,000.00

(one hundred thousand/00) each.

Issue Price

The Bonds will be issued at an issue price equal to

100% of their nominal unit value, i.e. at a price of EUR 100,000.00 (one hundred thousand/00) each.

Structure

The Bonds are bearer securities issued in

dematerialised form and held with Euronext Securities Milan. They will be represented and transferred through book-entry registration systems in accordance with (i) Articles 83-bis et seq. of the Italian Consolidated Financial Act, and (ii) the regulation adopted jointly by the Bank of Italy and CONSOB by provision dated 13 August 2018, as subsequently amended and supplemented. No paper certificates will be issued in relation to the Bonds.

Arranger

Azimut Direct S.p.A.

Dealer

Equita SIM S.p.A. ("Equita")

Investor/Financing Institution

Cassa Depositi e Prestiti S.p.A. ("CDP") - 100%, it being understood that the Bonds will be fully subscribed by Equita acting as initial subscriber and Dealer and promptly transferred to CDP pursuant to a dedicated bond purchase agreement.

Purpose of the Bond Loan

The proceeds of the loan will be used to support part

of the Issuer's financial needs related to new initiatives for the Group's international growth. The Bond Loan will be redeemed at a price equal to 100% of the Nominal Value, i.e. EUR 100,000 (one hundred thousand/00) per Bond.

Redemption Price of the

Bond Loan

The Bond Loan will be repaid at a price equal to

100% of the Nominal Value, i.e. EUR 100,000 (one hundred thousand/00) per Bond.

Maturity

Up to 5 years from the Issue Date, including a pre-

amortisation period of up to 6 months.

Issue Date

By 15 November 2025.

Applicable Law

Italian Law

Guarantees

To secure the payment obligations arising from the Bond Loan, it is envisaged, among other things, that personal guarantees governed by Italian law will be issued in favour of CDP by the main operating subsidiaries (which, together with the Issuer, generate at least 70% (seventy percent) of the Group's consolidated EBITDA), specifically: (i) Fly Safeb Unipessoal Lda, headquartered at Rua Romas da Fonseca, Torres de Lisboa, Torre G, 5° Andar, 1600-209 Lisbon, Portugal; (ii) Safe Bag Sagl, headquartered at Flughafen Kloten, 8060 Zurich, Switzerland; (iii) Safe Bag Canada INC, headquartered at 100 New Part Place, Suite 1400, Vaughan Metropolitan Centre, Vaughan, ON, L4K 0J3, Canada; (iv) Safe Bag Czech Republic S.R.O., headquartered at Belgickà 115/40, Vinohrady, 120 00, Prague 2, Czech Republic; (v) Safe Bag Latam

Peru S.A.C., headquartered at Avenida Paseo De La

Republica, Lima 150131, San Isidro, Peru; (vi) Safe Bag Iberica S.L., headquartered at Calle Velazquez, 34, 7th Floor - 28001 Madrid, Spain; (vii) Care4Bag, headquartered at Spata, Attica Greece Athens International Airport, Greece; (viii) Safe Bag USA LLC, headquartered at 1111 Lincoln Road, Suite 400, Miami Beach, FL 33139, United States of America.

To secure the payment obligations arising from the Bond Loan, an on-demand first demand guarantee will be issued in favour of CDP by SACE pursuant to Legislative Decree No. 123 of 31 March 1998 - Provisions for the rationalisation of public support measures for enterprises, in accordance with Article 4, paragraph 4, letter c) of Law No. 59 of 15 March 1997 - covering 70% of the Bond Loan (the "SACE Guarantee"). The SACE Guarantee will not be incorporated into the Bonds and will be granted directly for the benefit of CDP.

Repayment Method

Amortisation on a semi-annual constant principal

basis. Instalments payable in arrears.

Mandatory Early

Redemption and Voluntary Early Redemption

Mandatory in the event of certain circumstances,

including, by way of example but not limited to, a Change of Control, regulatory changes, termination or loss for any reason of the SACE Guarantee, or illegality, as well as upon the occurrence of certain events (Events of Default) that are detrimental to creditor rights.

The Issuer will have the option of voluntary early redemption starting from the third year after issuance, subject to appropriate penalties.

Financial Covenant and

Undertakings

For the entire duration of the Bond, the Issuer must

comply with (i) financial covenants, (ii) general undertakings, and (iii) information obligations

customary for similar transactions, as detailed in the Bond Loan Regulations.

Interest Rate

Variable: determined semi-annually as the sum of the

6M Euribor rate and a Margin of up to 2.90% (including the premium payable to SACE equal to 1.01% in relation to the 70% guaranteed portion of the Bond Loan).

Coupon Frequency

Semi-Annually in arrears.

Listing

The Bonds are not expected to be listed on

multilateral trading facilities or regulated markets.