notice for the submission of binding offers for the acquisition of the

Uno come nessuno.
NOTICE FOR THE SUBMISSION OF BINDING OFFERS FOR THE ACQUISITION OF THE BUSINESS ASSETS OF
M. ESTATE S.P.A. IN AMMINISTRAZIONE STRAORDINARIA, MERCATONE UNO SERVICES S.P.A. IN AMMINISTRAZIONE STRAORDINARIA, M. BUSINESS S.R.L. IN AMMINISTRAZIONE STRAORDINARIA, MERCATONE UNO FINANCE S.R.L. IN AMMINISTRAZIONE STRAORDINARIA, MERCATONE UNO LOGISTICS S.R.L. IN
AMMINISTRAZIONE STRAORDINARIA, M. UNO TRADING S.R.L. IN AMMINISTRAZIONE STRAORDINARIA
WHEREAS
On April 2, 2015, M. Estate S.p.A. in Amministrazione Straordinaria, Mercatone Uno Services S.p.A. in Amministrazione Straordinaria, M. Business S.r.l. in Amministrazione Straordinaria, Mercatone Uno Finance S.r.l. in Amministrazione Straordinaria, Mercatone Uno Logistics S.r.l. in Amministrazione Straordinaria, M. Uno Trading S.r.l. in Amministrazione Straordinaria
(the “Companies”) filed a petition with the Italian Ministry of the Economic Development (the “Ministry”) - pursuant to Article
2 of the Italian Law Decree No. 347 of December 23, 2003 (hereinafter the “D.L. 347/2003”), as amended by Law No. 39 of
February 18, 2004 (the “Marzano Law” or “L. 39/2004”) and subsequent amendments and integrations - for the admission to
the insolvency proceeding of Amministrazione Straordinaria pursuant to the above-mentioned decree, declaring the insolvency
of the Companies and the occurrence of the dimensional requirements pursuant to Article 1 of the D.L. 347/2003;
On April 7, 2015, the Ministry admitted the Companies to the Amministrazione Straordinaria proceeding pursuant to Article
2(2) of the Marzano Law, appointing Mr. Stefano Coen, Mr. Ermanno Sgaravato and Mr. Vincenzo Tassinari as extraordinary
commissioners for the Companies (the “Commissioners”);
On April 8-10, 2015, upon petition for the insolvency declaration filed by the Companies on April 1, 2015 pursuant to Article 2(1)
of D.L. 347/2003, the Court of Bologna – Bankruptcy Section assessed and declared the insolvency of the same companies;
On October 5, 2015, pursuant to Article 4(2) of the Marzano Law, the Commissioners filed the programme of the Companies
with the Ministry for the disposal of the business assets of the Companies in accordance with Article 54 of the Legislative
Decree No. 270/1999 and in accordance with Article 27(2)(a) of the Legislative Decree No. 270/1999 (the “Programme”).
The Commissioners also filed the report into the causes of insolvency of the Companies which was prepared in accordance
with Article 28 of the Legislative Decree No. 270/1999;
Following the approval of the Programme, on June 7, 2016 the Ministry authorised the sale of the business assets of the
Companies;
The business assets of the Companies include (i) the administrative offices in Imola, (ii) the business units relating to the
management of 61 operative points of sale, together with the real estate properties owned by the Companies where such
points of sale are located, as well as the relevant real estate properties used as warehouse, (iii) the business units relating to
the management of 18 non-operative points of sale, together with the relevant real estate properties owned by the Companies where such points of sale are located, as well as the relevant real estate properties used as warehouse, (iv) “Mercatone
Uno” trademark and other trademarks of the Companies, and (v) the business units relating to the logistic activities (all the
elements mentioned at points (i), (ii), (iii), (iv) and (v) above, jointly, the “Transaction Perimeter”).
In light of the above, the Commissioners
INVITE
All interested subjects to submit binding offers for the acquisition of the Transaction Perimeter no later than 6 P.M. (CET) on
September 7, 2016 at the office of the Notary Public Angelo Busani in Milan (Italy) 20123, via Santa Maria Fulcorina No. 2,
in compliance with the terms and conditions provided by the tender rules available on the website www.mercatoneunoamministrazionestraordinaria.it. The release of this notice and any activity in connection therewith or subsequent thereto shall
neither imply any liability whatsoever, even of pre-contractual nature, upon the Companies and the Commissioners nor any
obligation whatsoever to proceed with the sale of the Transaction Perimeter. This notice shall neither constitute an offering
invitation, nor an offering to the public pursuant to Art. 1336 of the Italian Civil Code nor a solicitation of public savings
pursuant to Art. 94 and following of the Legislative Decree No. 58/1998. This notice shall be governed by the Italian laws and
any dispute arising in connection therewith shall be exclusively submitted to the Court of Bologna. This notice is published in
Italian and English language. Imola, 16.06.2016.
Mr. Stefano Coen
The Commissioners
Mr. Ermanno Sgaravato
Mr. Dott. Vincenzo Tassinari