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This Consent Solicitation Memorandum has not been or shall not be distributed in the Republic of Italy except to qualified investors (investitori qualificati) as defined in Article 2(e) the Prospectus Regulation. and any applicable provision of Legislative Decree No. 58 of 24 February 1998, as amended. The Consent Solicitation Memorandum has not been submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa.

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