BANCA FARMAFACTORING S.P.A. (incorporated with limited liability as a società per azioni under the laws of the Republic of Italy)

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Lorena Freeman
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1 BANCA FARMAFACTORING S.P.A. (incorporated with limited liability as a società per azioni under the laws of the Republic of Italy) ANNOUNCEMENT OF EFFECTIVE DATE OF WRITTEN RESOLUTION to the holders of EUR 150,000, per cent. Notes due 2021 ISIN: XS Common Code: September 2016 (the Notes ) Banca Farmafactoring S.p.A (the Issuer ) hereby gives notice to holders of the outstanding Notes as follows: 1. the written resolution set out in the Schedule to this Notice (the Written Resolution ) was passed on 20 September 2016 as an Extraordinary Resolution, as defined in and for the purposes of the terms and conditions relating to the Notes and the Agency Agreement dated 21 June 2016 relating to the Notes made between the Issuer and Citibank, N.A, London Branch as fiscal agent; and 2. at a meeting of the holders of the Issuer s 300,000, per cent. Notes due 2017 (ISIN: XS Common Code: ) (the 2017 Notes ) on 26 September 2016, an extraordinary resolution was passed waiving the same events of default (mutatis mutandis) under the 2017 Notes as those waived under the Written Resolution; and 3. accordingly, the conditionality set out in paragraph 2 of the Written Resolution has been satisfied and the waiver referred to in the Written Resolution will be given effect on and from 28 September As described in the Consent Solicitation Memorandum dated 16 September 2016 and subject to the conditions set out therein, the Issuer will pay to each Noteholder who has submitted or delivered a signed copy of the Written Resolution a fee (the Consent Fee ) equal to 0.35 per cent. of the aggregate principal amount outstanding of the Notes held by each such Noteholder. Notes in respect of which a Consent Fee is payable shall remain blocked in Euroclear Bank S.A./N.V. or Clearstream Banking, S.A. (as the case may be) to the order of the Tabulation Agent until payment of the Consent Fee has been made, which shall be no later than 3 October This Notice is given by Banca Farmafactoring S.p.A. Questions relating to this Notice should be directed to the Solicitation Agent or the Tabulation Agent as set out below: CONTACTS The Issuer Banca Farmafactoring S.p.A Via Domenichino Milan Italy EMEA v3

2 The Fiscal Agent Citibank N.A., London Branch 13 th Floor, Citigroup Centre London E14 5LB United Kingdom Solicitation Agent: Citigroup Global Markets Limited Citigroup Centre London E14 5LB United Kingdom Telephone: +44 (0) Attn: Liability Management Group Tabulation Agent: Citibank N.A., London Branch 13 th Floor, Citigroup Centre Canary Wharf, London E14 5LB Attention: Exchange Team Agency and Trust Telephone: EMEA v3 2

3 SCHEDULE WRITTEN RESOLUTION OF NOTEHOLDER BANCA FARMAFACTORING S.p.A. (incorporated with limited liability as a società per azioni under the laws of the Republic of Italy) 150,000, per cent. Notes due 2021 (ISIN: XS Common Code: ) By means of this resolution (the Written Resolution) we, the undersigned, being holders (the Noteholder) of 100 per cent. of the aggregate principal amount outstanding of 150,000, per cent. Notes due 2021 (ISIN: XS Common Code: ) (the Notes) of Banca Farmafactoring S.p.A (the Issuer) acting pursuant to Schedule 5 to the agency agreement dated 21 June 2016 (the Agency Agreement) between the Issuer and Citibank, N.A., London Branch as fiscal agent (the Fiscal Agent) and in consideration of the consent fee in the sum of 0.35 per cent. of the aggregate principal amount of Notes held by us, hereby consent and agree to pass the resolution set out below as a Written Resolution as defined in and for the purposes of the terms and conditions relating to the Notes (the Conditions). Save as otherwise defined herein or where the context requires otherwise, capitalised words and expressions used in this Written Resolution shall have the meanings given to them in the Agency Agreement. IT IS HEREBY RESOLVED that we: 1. subject to the proviso below, unconditionally and irrevocably, waive all and any events of default under the Conditions of the Notes that have arisen or may arise as a result of a crossdefault and/or any other default, potential event of default or event of default (howsoever described) under the Issuer's and/or any of its Subsidiaries loan agreements, credit agreements, debt instruments and/or other obligations, that may have arisen or may arise directly or indirectly (including as a result of any default under any other obligation), as a result of, or in connection with, a delisting of Magellan S.A. s shares from the Warsaw Stock Exchange (the Delisting), provided that this waiver shall cease to have effect if any indebtedness of the Issuer (other than the Notes) exceeding EUR 20,000,000 (either individually or in the aggregate) is declared due and payable after the Effective Date (as defined below) by reason of default relating to the Issuer or any obligation thereof (but not by reason of default relating to Magellan S.A. and/or any other Subsidiary of the Issuer or any of their respective obligations) arising directly or indirectly (including as a result of any default under any other obligation) from, or in connection with, a Delisting and such default remains unremedied or unwaived for 30 days after written notice thereof has been delivered to the Issuer; 2. acknowledge that the waiver contemplated by the resolution set out in paragraph 1 will not become effective until the date on which an Extraordinary Resolution waiving the same events of default (mutatis mutandis) under the Issuer s 300,000, per cent. Notes due 2017 (ISIN XS ) (the 2017 Notes) passed by the noteholders of the 2017 Notes at the meeting of such noteholders (the Meeting) is implemented by the Issuer by giving notice to the holders of the 2017 Notes in accordance with the terms and conditions relating to the 2017 Notes, being a date no later than 14 days after such Extraordinary Resolution is passed (the Effective Date); 3. authorise that the Notes will be blocked in Euroclear and/or Clearstream, Luxembourg with effect on and from the date hereof and may not be traded so that no transfers of such Notes EMEA v3 3

4 may be effected during the period beginning at the time and date on which this Written Resolution is passed and ending on the conclusion of the Meeting or any adjourned Meeting; 4. acknowledge that no fees will be payable to us if the Extraordinary Resolution at the Meeting is not passed by the holders of the 2017 Notes; 5. acknowledge that the Issuer reserves the right, at its sole discretion, to withdraw or terminate the proposals set out herein, notwithstanding the passing of this Written Resolution, until the Effective Date; 6. grant the Issuer, all such powers, with full power of substitution, to execute any and all documents and to take any and all actions required by law deemed necessary by it in connection with any filing or registration required in connection with this Written Resolution and, generally, to do anything else that should become necessary for the complete implementation of this Written Resolution, with any and all powers and authorities necessary to effect the same; 7. agree that this Written Resolution shall be effective and binding on the Noteholder, notwithstanding that any provision (procedural or otherwise) in the Agency Agreement relating to meetings of Noteholders, Noteholder resolutions or notices to Noteholders (whether in writing or otherwise) has not been complied with; 8. sanction and assent to every abrogation, amendment and modification, compromise or arrangement in respect of the rights of the Noteholder against the Issuer or against any of its property whether such rights shall arise under the Conditions or otherwise, involved in or resulting from this Written Resolution or its implementation; 9. irrevocably waive any claim that we may have against the Issuer arising as a result of any loss or damage which we may suffer or incur as a result of the Issuer acting upon this Written Resolution (including but not limited to circumstances where it is subsequently found that this Written Resolution is not valid or binding on the holders); and 10. confirm that this Written Resolution shall take effect as an Extraordinary Resolution (as defined in the Agency Agreement) pursuant to paragraph 20 of Schedule 5 of the Agency Agreement. In respect of paragraph 3 above, the Noteholder has obtained SWIFT instruction reference number from Euroclear and/or Clearstream, Luxembourg under which the Noteholder has instructed Euroclear and/or Clearstream, Luxembourg to block their Notes. We further agree that neither the Issuer nor Citigroup Global Markets Limited as consent solicitation agent (the Solicitation Agent) nor the Fiscal Agent express any views as to the merits of this Written Resolution and nothing in this Written Resolution should be construed as a recommendation to the Noteholders from the Issuer, the Solicitation Agent or the Fiscal Agent to either approve or reject the Written Resolution. We agree that neither the Issuer nor the Solicitation Agent nor the Fiscal Agent is responsible for the accuracy, completeness, validity or correctness of the statements made and documents referred to in this Written Resolution or any omissions from this Written Resolution. We have consulted our own legal and financial advisers in connection with the matters referred to in this Written Resolution. We represent and warrant that as at the date of this Written Resolution we are the holders of the outstanding Notes. We acknowledge and agree that any consent given with respect to this Written Resolution is irrevocable. EMEA v3 4

5 This Written Resolution and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with, English law. Authorised Signatory Name: Title: Signed for and on behalf of as holders of 100 per cent. of the aggregate principal amount outstanding of the Notes. Dated September 2016 EMEA v3 5

ATLANTIA S.p.A. (incorporated as a joint stock company in the Republic of Italy)

ATLANTIA S.p.A. (incorporated as a joint stock company in the Republic of Italy) THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS