IPO/Admission document

TERMS AND CONDITIONS

To access this section of the website, it is necessary to read and accept the information below, which the reader must carefully examine before reading, accessing or otherwise using the information provided below. By accessing this section of the website, you agree to be subject to the terms and conditions set out below, which may be modified or updated (and, for this reason, must be read in full every time you access them). The admission document published in this section of the website (“Admission Document”) has been prepared in accordance with the issuers’ regulation of the multilateral trading system called “AIM Italia” (respectively, “AIM Italia” and the “AIM Issuers’ Regulation”) for the purpose of admitting the ordinary shares and the “Arterra 2019-2022 Warrants” (the “Financial Instruments”) of Arterra Bioscience S.p.A. (the “Company”) through this multilateral trading facility operated and managed by Borsa Italiana S.p.A. The offer of financial instruments contemplated in the Admission Document and any other information contained on the following pages do not constitute a “public offer”, as defined by the Legislative Decree of February 24, 1998, No. 58 and subsequent amendments (the “TUF”) and, therefore, it is not necessary to draw up a prospectus in accordance with the EU Delegated Regulation No. 2019/980. Therefore, the Admission Document does not constitute a prospectus and its publication must not be authorized by CONSOB pursuant to the EU Regulation No. 2017/1129 or any other rule or regulation that regulates the preparation and publication of information prospectuses pursuant to the Articles 94 and 113 of the TUF, including the Issuers’ Regulation adopted by CONSOB with the resolution No. 11971 of May 14, 1999, in the subsequently amended and supplemented version. The information contained in this section of the website is disseminated in accordance with the Articles 17 and 26 of the AIM Issuers’ Regulation.

This section of the website, the Admission Document and any other information contained on the following pages are accessible only by persons who: (I) are resident in Italy and who are neither domiciled nor currently located in the United States of America, Australia, Japan, Canada as well as in any other Country in which the distribution of the Admission Document and / or such information requires the approval of the competent local Authorities or is in violation of local laws or regulations (“Other Countries”); and (II) are not “U.S. Person “, as defined in the Regulation S of the United States Securities Act of 1933, in the subsequently amended version, nor are they subjects acting on their behalf or for their benefit without any specific registration or a specific exemption from registration pursuant to the United States Securities Act and applicable law. At the “U.S. Person “in the sense indicated above, any possibility of accessing this section of the website, download, temporary or permanent storage and / or saving of the Admission Document and any other information contained in this section of the website is precluded.

The information contained in this section of the website may not be copied or distributed. For no reason and under no circumstances it is permitted to circulate, directly or through third parties, the Admission Document and any other information contained in this section of the website to persons who meet the conditions specified in points (I) and (II) of the preceding paragraph and, in particular, in the United States, Australia, Japan, Canada or the Other Countries. The information  contained on this website (or on any other website to which this website has hypertext links) does not constitute an offer, invitation to offer or promotional activity in relation to the Financial
Instruments to any citizen or person resident in the United States, in Australia, Japan, Canada or Other Countries. In addition, the Company’s Financial Instruments are not, and will not be, registered under the United States Securities Act of 1993, as amended, or with any regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold in the United States or to, or on behalf and for the benefit of a “US Person”, as defined below, in the absence of the  forementioned registration or express exemption from this requirement, or in Australia, Japan, Canada or in Other Countries.

The Regulation S of the United States Securities Act of 1933, in the subsequently amended version, defines as a “U.S. Person“: (a) any natural person resident in the United States; (b) “partnerships” and “corporations” formed and organized under the laws in force in the United States; (c) any property whose directors or managers are a “U.S. Person“; (d) trusts whose trustee is a “U.S. Person “; (e) any agency, branch or subsidiary of a person based in the United States; (f) non-discretionary accounts; (g) other similar accounts (except property or trusts), managed or administered in trust on behalf of or for the benefit of a “U.S. Person“; (h) “partnerships” and “corporations” if (I) constituted and organized under the laws of any foreign jurisdiction; and (II) consisting of a “U.S. Person” with the primary objective of investing in unregistered securities under the United States Securities Act of 1933, in the subsequently amended version, unless incorporated or organized and owned by accredited investors (as defined in Rule 501(a) of the United States Securities Act of 1933) that are not individuals, properties or trusts. To access this section of the website, the Admission Document and any other information contained on the following pages, I declare under my full responsibility that I am resident in Italy and that I am not
domiciled or currently located in the United States of America, in Australia, Japan, Canada or Other Countries and not being a “US Person” as defined in the Regulation S of the United States Securities Act of 1933, in the subsequently amended version.