Tender Offer - Launch Announcement

FINAL

Capitalised terms used in this announcement and not otherwise defined herein have the meanings given to them in the Tender Offer Memorandum.

‌Summary of the Offer

1. The rate, expressed as a percentage and rounded to the nearest 0.001 per cent. (with 0.0005 per cent. rounded upwards), as calculated by the Dealer Managers at the Pricing Time on the Pricing Date, by means of linear interpolation to the Maturity Date of the 6-month EURIBOR Rate and 1 Year Mid-Swap Rate in the manner set out herein.

2. The Purchase Spread is equal to the redemption margin of 0.50 per cent. as specified in Condition 7 (d) of the terms and conditions of the Notes.

   ‌Overview

   The Offeror is inviting the holders of the Notes (the "Noteholders") (subject to the offer restrictions referred to below) to tender for cash their Notes up to the Acceptance Amount at the Purchase Price plus Accrued Interest Payment.

   The Offeror reserves the right, in its sole and absolute discretion, not to accept any Tender Instructions, not to purchase Notes or to extend, re-open, withdraw or terminate the Offer and to amend or waive any of the terms and conditions of the Offer in any manner, subject to applicable laws and regulations.

   The Offeror will announce its non-binding indication of the level at which it expects to set the Acceptance Amount and indicative details of any pro rata scaling applicable to valid tenders of the Notes that will be applied in the event that the Offeror decides to accept (subject to satisfaction or waiver of the New Issue Condition on or prior to the Settlement Date) for purchase valid tenders of the Notes pursuant to the Offer prior to the Pricing Time on 6 May 2026.

   The Offeror will announce its decision of whether it will accept Notes validly tendered (subject to satisfaction or waiver of the New Issue Condition) and, if so accepted, the aggregate principal amount of the Notes validly tendered and accepted for purchase by it as soon as reasonably practicable on 6 May 2026.

   ‌Rationale for the Offer

   The purpose of the Offer and Offeror's announced issuance of the New Notes is to proactively manage the Offeror's debt maturity profile.

   ‌The Offer

   Before making a decision with respect to the Offer, Noteholders should carefully consider all of the information contained in the Tender Offer Memorandum and, in particular, the risk factors described or referred to in "Risk Factors and Other Considerations" of the Tender Offer Memorandum and they should seek advice from any broker, bank manager, solicitor, accountant or other independent financial, tax and legal advisers they deem necessary.

   ‌Acceptance Amount

   The Offeror intends to accept for purchase pursuant to the Offer a principal amount of Notes to be determined at the sole and absolute discretion of the Offeror and announced together with the final results of the Offer (the "Acceptance Amount").

   ‌Purchase Price

   ‌Subject to the satisfaction (or waiver) of the New Issue Condition, on the Settlement Date, the Offeror will pay the Purchase Price for any Notes validly tendered and accepted for purchase by it pursuant to the Offer. The Purchase Price will be determined at or around 1.00 p.m. (CEST) (the "Pricing Time") on 6 May 2026 (subject to the right of the Offeror to extend, re-open, withdraw and/or terminate the Offer) (the "Pricing Date") as the price (expressed as a percentage of the nominal amount of Notes accepted for purchase pursuant to the Offer and rounded to the nearest 0.001 per cent., with 0.0005 per cent. being rounded upwards) equal to the higher of:

   1. ‌100.00 per cent. of the aggregate nominal amount of such Notes and

   2. (a) the value of all remaining payments of principal and interest on the Notes up to and including the Maturity Date of the Notes, discounted to the Settlement Date at a discount rate equal to the Purchase Yield, minus (b) Accrued Interest (as defined below). See "Accrued Interest" below.

‌Accrued Interest

On the Settlement Date, in addition to the Purchase Price the Offeror will pay or procure that there is paid to all Noteholders whose Offer is accepted, an amount in cash equal to interest accrued and unpaid

on such Notes from (and including) the respective immediately preceding interest payment date up to (but excluding) the Settlement Date.

If the Offeror decides to accept valid tenders of Notes pursuant to the Offer, the total consideration payable to each Noteholder in respect of the Notes validly submitted by such Noteholder for tender and accepted for purchase by the Offeror will be an amount in cash equal to (i) the Purchase Price multiplied by the aggregate principal amount of such Notes validly tendered by such Noteholder and accepted by the Offeror for purchase (rounded to the nearest €0.01, with €0.005 being rounded upwards), plus (ii) the applicable Accrued Interest Payment.

‌New Issue Condition

The Offeror is not under any obligation to accept for purchase Notes tendered pursuant to the Offer. The acceptance for purchase by the Offeror of Notes validly tendered pursuant to the Offer is at the sole discretion of the Offeror and tenders may be rejected by the Offeror for any reason.

The Offeror expects to announce today its intention to organise a series of investor calls, after which it may issue a new single tranche series of euro-denominated fixed rate notes, subject to market conditions (the "New Notes") (the "New Notes Offering"). Whether the Offeror will accept for purchase any Notes validly tendered in the Offer is subject, without limitation, to (i) the pricing of the New Notes; (ii) the signing by the Offeror and the Joint Lead Managers of a subscription agreement for the purchase of, and subscription for, the New Notes and (iii) such subscription agreement remaining in full force and effect as at the Settlement Date and the New Notes being issued and settled on or prior such date (the "New Issue Condition").

For the avoidance of doubt, nothing in this announcement, the Tender Offer Memorandum or the electronic transmission thereof constitutes an offer to sell or the solicitation of an offer to buy the New Notes. Any investment decision to purchase any New Notes should be made solely on the basis of the information contained in the offering circular relating to the New Notes (the "Offering Circular") and no reliance is to be placed on any representations other than those contained in the Offering Circular. Subject to compliance with all applicable securities laws and regulations, the Offering Circular will be available from the Joint Lead Managers on request.

‌Allocation of the New Notes

The Offeror will, in connection with the allocation of potential New Notes, consider among other factors whether or not the relevant investor seeking an allocation of the New Notes has - prior to pricing and allocation of the New Notes (which may occur before the Expiration Deadline) - validly tendered or indicated a firm intention to tender the Notes pursuant to the Offer, and, if so, the aggregate principal amount of the Notes tendered or intended to be tendered by such investor. Therefore, a Noteholder that wishes to subscribe for New Notes in addition to validly tendering Notes for purchase pursuant to the Offer and following the procedures set out in the Tender Offer Memorandum may, at the sole discretion of the Offeror, receive priority in the allocation of the New Notes in the New Notes Offering, subject to the terms set out in Tender Offer Memorandum, to the satisfaction of the New Issue Condition and to such Noteholder also making a separate application for the purchase of such New Notes to a Dealer Manager (in its capacity as a joint lead manager of the issue of the New Notes, each a "Joint Lead Manager" and together, the "Joint Lead Managers") in accordance with the standard new issue procedures of such joint lead manager and as set out in the Tender Offer Memorandum. The aggregate principal amount of New Notes for which a Noteholder may receive priority in allocation may be in an amount (determined at the sole discretion of the Offeror) up to the aggregate principal amount of the Notes validly tendered by such Noteholder in the Offer and accepted for purchase by the Offeror or the amount of the Notes such Noteholder has indicated its firm intention to tender. However the Offeror is

not obliged to allocate the New Notes to a Noteholder who has validly tendered or indicated a firm intention to tender Notes pursuant to the Offer; and if New Notes are allocated to a Noteholder, the principal amount thereof may be less (or more) than the aggregate principal amount of the Notes validly tendered by such Noteholder in the Offer. Any such priority allocation will also take into account (among other factors) the minimum denomination of the New Notes, being €100,000 and integral multiples of €1,000 in excess thereof.

‌Proration

If the aggregate principal amount of Notes validly tendered pursuant to the Offer exceeds the Acceptance Amount, each such Tender Instruction in respect of the Notes will be scaled by a factor derived from (i) the Acceptance Amount, divided by (ii) the aggregate principal amount of the Notes that has been validly tendered (the "Scaling Factor"). Such Scaling Factor will be subject to adjustment, including based upon the approach to Minimum Specified Denomination as set out below, such that the aggregate principal amount of the Notes which the Offeror would purchase after applying proration would be equal to the Acceptance Amount, all as further described in the Tender Offer Memorandum.

‌Payment

If any Notes validly tendered in the Offer are accepted for purchase by the Offeror, subject to the satisfaction of the New Issue Condition, the Purchase Price and Accrued Interest Payment for the Notes accepted for purchase pursuant to the Offer will be paid on the Settlement Date (subject to the right of the Offeror to delay the acceptance of Tender Instructions as set out in the Tender Offer Memorandum) in immediately available funds delivered to the Clearing Systems for payment to the cash accounts of the relevant Noteholders in the Clearing Systems (see "Procedures for Participating in the Offer" set out in the Tender Offer Memorandum).

The deposit of such funds with the Clearing Systems will discharge in full the obligation of the Offeror to all Noteholders in respect of the above amounts represented by such funds.

Provided the Offeror makes or has made on its behalf full payment of the Purchase Price and Accrued Interest Payment for the Notes accepted for purchase pursuant to the Offer to the relevant Clearing Systems on or before the Settlement Date (subject to any amendment of the payment date as described in the Tender Offer Memorandum), under no circumstances will any additional interest be payable because of any delay in the transmission of funds from the Clearing Systems or any other intermediary with respect to such Notes.

‌General Conditions of the Offer

The Offeror expressly reserves the right, in its sole and absolute discretion, to refuse or delay acceptance of Notes for purchase pursuant to the Offer in order to comply with applicable laws and regulations. In all cases, the purchase for cash of Notes pursuant to the Offer will only be made after the submission of a valid Tender Instruction in accordance with the procedures described in "Procedures for Participating in the Offer". These procedures include the blocking of the Notes tendered as described in the Tender Offer Memorandum.

The failure of any person to receive a copy of the Tender Offer Memorandum or any announcement made or notice issued by the Offeror in connection with the Offer shall not invalidate any aspect of the Offer. No acknowledgement of receipt of any Tender Instruction and/or other documents will be given by the Offeror or the Tender Agent.

The tendering of Notes in the Offer will be deemed to have occurred upon receipt by the Expiration Deadline, by the Tender Agent from the relevant Clearing System of a valid Tender Instruction submitted in accordance with the requirements of such Clearing System. Only Direct Participants may submit Tender Instructions. Each Noteholder that is not a Direct Participant must arrange for the Direct Participant through which such Noteholder holds its Notes to submit a valid Tender Instruction on its behalf to the relevant Clearing System before the deadlines specified by the relevant Clearing System. The deadlines set by any such intermediary and each Clearing System for the submission and withdrawal of Tender Instructions will be earlier than the relevant deadlines specified in the Tender Offer Memorandum, including the Expiration Deadline.

The submission of a valid Tender Instruction in accordance with the procedures set out in the Tender Offer Memorandum will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.

The following table sets out the expected dates and times of the key events relating to the Offer. This timetable is subject to change and dates and times may be extended or amended by the Offeror, or the Offer terminated or re-opened, in accordance with the terms of the Offer as described in the Tender Offer Memorandum. Accordingly, the actual timetable may differ significantly from the timetable below.

Commencement of Offer

Offer announced by way of announcements on the relevant Notifying News Service, through the Clearing Systems and via the website of Euronext Dublin.

Tender Offer Memorandum available upon request from the Tender Agent, subject to the offer and distribution restrictions.

27 April 2026

Expiration Deadline

Deadline for receipt by the Tender Agent of all Tender Instructions in order for Noteholders to be able to participate in the Offer.

Indicative results announcement

The Offeror will announce a non-binding indication of the level at which it expects to set the Acceptance Amount and indicative details of any Scaling Factor applicable to valid tenders of the Notes that will be applied in the event that the Issuer decides to accept (subject to satisfaction or waiver of the New Issue Condition on or prior to the Settlement Date) for purchase valid tenders of the Notes pursuant to the Offer.

5 May 2026

at 5.00 p.m. (CEST)

Prior to the Pricing Time on 6 May 2026

Pricing Date and Pricing Time

Determination of the Interpolated Rate and calculation of the Purchase Yield and the Purchase Price.

Around 1:00 p.m. (CEST) on 6 May 2026

Announcement of Final Results

The Offeror will announce (i) the Acceptance Amount; (ii) any Scaling Factor; (iii) the Interpolated Rate, the Purchase Yield and the Purchase Price and (iv) the Settlement Date for the Offer.

As soon as reasonably practicable after the Pricing Time on 6 May 2026

Settlement of the Offer

Subject to satisfaction or waiver of the New Issue Condition, expected Settlement Date for the Offer. Payment of the Purchase Price and Accrued Interest Payment in respect of the Notes accepted for purchase pursuant to the Offer.

Expected to take place on or about 8 May 2026

Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would require to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer before the deadlines specified above. The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified above.

A complete description of the terms and conditions of the Offer is set out in the Tender Offer Memorandum. BNP PARIBAS, BofA Securities Europe SA, Goldman Sachs International, HSBC Continental Europe, Intesa Sanpaolo S.p.A., J.P. Morgan SE, Natixis and UniCredit Bank GmbH are the dealer managers (the "Dealer Managers") for the Tender Offer.

Questions and requests for assistance in connection with the Tender Offer may be directed to:

16, boulevard des Italiens 75009 Paris

France

Attention: Liability Management Group Email: liability.management@bnpparibas.com Telephone: +33 155 777 894

51 rue La Boétie 75008 Paris France

Attention: Liability Management Group Email: DG.LM-EMEA@bofa.com Telephone: +33 (0) 1 877 01057

Plumtree Court 25 Shoe Lane

London EC4A 4AU United Kingdom

Attention: Liability Management Group Email: liabilitymanagement.eu@gs.com Telephone: +44 207 7744 836

38, avenue Kléber

75116 Paris France

Attention: Liability Management, DCM Email: LM_EMEA@hsbc.com Telephone: +44 20 7992 6237

Divisione IMI Corporate & Investment Banking

Via Manzoni 4

20121 Milan Italy

Attention: Liability Management Group Email: IMI-Liability.Management@intesasanpaolo.com Telephone: +39 02 7261 6502

Germany

Attention: Liability Management Group Email: liability_management_EMEA@jpmorgan.com Telephone: +44 207 134 4353

7, promenade Germaine Sablon 75709 Paris CEDEX 13

France

Attention: Liability Management Email: liability.management-corporate@natixis.com

Tel: +33 (0)1 58 55 05 56

Arabellastrasse 12 D-81925 Munich Germany

Attention: DCM Italy; Liability Management Email: agdccorig.uc@unicredit.eu; liability.management@unicredit.de

Tel: +39 02 8862 0581 / +49 89 378 15582

Questions and requests for assistance in connection with the delivery of Tender Instructions including requests for a copy of the Tender Offer Memorandum may be directed to:

The News Building

3 London Bridge Street London SE1 9SG

Telephone: +44 20 7704 0880 Attention: Scott Boswell Email: webuild@is.kroll.com

Website: https://deals.is.kroll.com/webuild

Each Noteholder is solely responsible for making its own independent appraisal of all matters as such Noteholder deems appropriate (including those relating to the Offer and the Offeror, the Notes and the Tender Offer Memorandum) and each Noteholder must make its own decision, based upon its own judgement and having obtained advice from such financial, accounting, legal and tax advisers as it may deem necessary, as to whether to tender any or all of its Notes for cash pursuant to the Offer.

None of the Dealer Managers, the Tender Agent or any of their respective directors, officers, employees, agents or affiliates makes any representation or recommendation whatsoever regarding this announcement, the Tender Offer Memorandum or the Offer. The Offeror has not authorised the making or provision of any representation or information regarding the Offer other than as contained in this announcement, the Tender Offer Memorandum or as approved for such purpose by the Offeror. None of the Offeror, the Dealer Managers, the Tender Agent or their respective directors, officers, employees, agents or affiliates makes any recommendation as to whether holders of Notes should tender any Notes for cash pursuant to the Offer or refrain from doing so and no one has been authorised by any of them to make any such recommendation. The Tender Agent is the agent of the Offeror and owes no duty to any holder of Notes.

None of the Dealer Managers, the Tender Agent or their respective directors, officers, employees, agents or affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Offer contained in this announcement or in the Tender Offer Memorandum or for any failure by the Offeror to disclose events that may have occurred which may affect the significance or accuracy of the information in this announcement or in the Tender Offer Memorandum.

This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer. If any Noteholder is in any doubt as to the contents of this announcement or the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.

Neither this announcement nor the Tender Offer Memorandum constitutes an invitation to participate in the Offer in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession either this announcement or the Tender Offer

Memorandum comes are required by each of the Offeror, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

The Offer is not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of the Tender Offer Memorandum and any other documents or materials relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any person located or resident in the United States and the Notes cannot be tendered in the Offer by any such use, means, instrumentality or facility or from or within or by persons located or resident in the United States or by any U.S. Person. Any purported tender of Notes in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located or resident in the United States, a U.S. Person, by any person acting for the account or benefit of any person located or resident in the United States, or by any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

This announcement is not an offer to buy or sell, or a solicitation of an offer to buy or sell any Notes or other securities in the United States. Securities may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act.

Each Noteholder participating in the Offer will represent that it is not located in the United States and is not participating in the Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Offer from the United States. For the purposes of this and the above paragraph, "United States" means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

The communication of the Tender Offer Memorandum and any other documents or materials relating to the Offer is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")) or persons who are within Article 43(2) or 49 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

The Tender Offer Memorandum and any other documents or materials relating to the Offer have only been or shall only be distributed in the Republic of France ("France") to qualified investors within the meaning of Article 2(e) of Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation").

Neither the Tender Offer Memorandum nor any other documents or materials relating to the Offer have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority and, accordingly, the Offer may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids, as amended or replaced from time to time. Accordingly, the Offer may not be advertised and the Offer will not be extended, and neither the Tender Offer Memorandum nor any other documents or materials relating to the Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation.

None of the Offer, the Tender Offer Memorandum or any other documents or materials relating to the Offer of the Notes have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations.

The Offer is being carried out in the Republic of Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4, of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the "Issuers' Regulation").

Noteholders or beneficial owners of the Notes can tender some or all of their Notes pursuant to the Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB, the Bank of Italy or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Offer and/or the Tender Offer Memorandum.

Neither this announcement, the Tender Offer Memorandum nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes for purchase pursuant to the Offer will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and any of the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by the Dealer Manager or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.

Persons into whose hands this announcement and/or the Tender Offer Memorandum comes are required by the Offeror and the Dealer Managers to comply with all applicable laws and regulations in each country or jurisdictions in or from which they tender Notes in the Offer or possess, distribute or publish this announcement and/or the Tender Offer Memorandum or any related offering material, in all cases at their own expense.

In addition to the representations referred to above in respect of the United States, each Noteholder participating in the Offer will be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in "Procedures for Participating in the Offer".

Any tender of Notes for purchase pursuant to the Offer from a Noteholder that is unable to make these representations may be rejected.

Each of the Offeror, the Dealer Managers and the Tender Agent reserves the right, in its sole and absolute discretion (and without prejudice to the relevant Noteholder's responsibility for the representations made by it), to investigate, in relation to any tender of Notes for purchase pursuant to the Offer whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result the Offeror determines (for any reason) that such representation is not correct, such tender may be rejected.