Kaleon S.p.A. © 2025

Disclaimer

In order to access the admission document / information document (the “Admission Document / Information Document”), it is necessary to read and accept the notice set out below, which the reader must carefully review before reading, accessing, using or otherwise handling in any way the information provided herein. By accessing the section of this website containing the Admission Document / Information Document, you agree to be bound by the terms and conditions set out below, which may subsequently be amended or updated and must therefore be read in full each time you access the aforementioned section of this website.

The Admission Document / Information Document has been prepared pursuant to the regulations applicable to issuers on the multilateral trading facility organized and managed by Borsa Italiana S.p.A., “Euronext Growth Milan” (the “Euronext Growth Milan Issuers’ Regulations”) as well as on the multilateral trading facility operated by Euronext Paris S.A., “Euronext Growth Paris” (the “Euronext Growth Paris Rules Book”), for the purpose of the admission of the ordinary shares and other financial instruments (the “Financial Instruments”) of Kaleon S.p.A. (the “Company”) to such multilateral trading facilities.

The Admission Document / Information Document and the transaction described therein, as well as any other information contained therein, do not constitute a ‘public offering’ of financial instruments – as defined under Legislative Decree No. 58 of February 24, 1998, as subsequently amended and supplemented (the “TUF”) – and, accordingly, it is not necessary to prepare a prospectus in accordance with the formats provided for by European Regulation No. 1129/2017 and Delegated European Regulation No. 980/2019, except as required by the Euronext Growth Milan Issuers’ Regulations and Euronext Growth Paris Rules Book.

The Admission Document / Information Document therefore does not constitute a prospectus under the aforementioned legislation and its publication is not subject to authorization by CONSOB nor Autorité des Marchés Financiers (AMF) pursuant to European Regulation No. 1129/2017 or any other law or regulation governing the preparation and publication of prospectuses pursuant to Articles 94 and 113 of the TUF, including the issuers’ regulation adopted by CONSOB with resolution No. 11971 of May 14, 1999, as subsequently amended and supplemented.

The information contained in the section of this website you are about to access is disclosed in compliance with Euronext Growth Milan Issuers’ Regulations as well as with Euronext Growth Paris Rules Book.

The information contained in the aforementioned section of this website and in the Admission Document / Information Document may not be copied or forwarded and is accessible only to persons who: (a) are residents of Italy or France and are not domiciled in, nor are currently located in, the United States of America, Australia, Japan, Canada, or any other country where the dissemination of the Admission Document / Information Document and/or of the above-mentioned information requires the approval of the competent local authorities or is in violation of local laws or regulations (the “Other Countries”), and (b) are not a “U.S. Person” as defined in Regulation S under the United States Securities Act of 1933, as subsequently amended, and are not persons acting on their behalf or for their benefit, unless such registration has been effected or a specific exemption from registration has been granted pursuant to the United States Securities Act of 1933, as subsequently amended, and the applicable regulations.

Any “U.S. Person” as defined above is not permitted to access the aforementioned section of this website, nor to download, store and/or save, whether temporarily or permanently, the Admission Document / Information Document or any other information contained in such section of this website.

For no reason and under no circumstances may the Admission Document / Information Document or any other information contained in the relevant section of this website be circulated, either directly or through third parties, outside Italy and France, in particular in the United States, Australia, Japan, Canada or the Other Countries, nor may the Admission Document / Information Document be distributed to a “U.S. Person” as defined above. Failure to comply with this provision may constitute a violation of the United States Securities Act of 1933, as amended, or of the applicable laws in other jurisdictions.

The information contained on this website (or on any other website linked to this website) does not constitute an offer, an invitation to offer, or a promotional activity relating to the Financial Instruments to any citizen or resident of Canada, Australia, Japan, the United States of America, or any of the Other Countries.

The Financial Instruments have not been and will not be registered under the United States Securities Act of 1933, as amended, or with any regulatory authority of any state or other jurisdiction of the United States of America and may not be offered or sold in the United States of America or to, or for the account or benefit of, any “U.S. Person”, as defined above, absent such registration or an applicable exemption from such registration, or in any other countries where the offering of shares is subject to restrictions under applicable law.

Regulation S under the United States Securities Act of 1933, as amended, defines a “U.S. Person” as: (1) any natural person resident in the United States; (2) partnerships and corporations organized or incorporated under the laws of the United States; (3) any estate of which any executor or administrator is a “U.S. Person”; (4) any trust of which any trustee is a “U.S. Person”; (5) any agency, branch, or office located in the United States of a person organized or incorporated outside the United States; (6) non-discretionary accounts; (7) other similar accounts (other than estates or trusts) held by a dealer or other fiduciary for the benefit or account of a “U.S. Person”; (8) partnerships and corporations if (i) organized or incorporated under the laws of any foreign jurisdiction; and (ii) formed by a “U.S. Person” principally for the purpose of investing in securities not registered under the United States Securities Act of 1933, as amended, unless they are organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) of the United States Securities Act of 1933, as amended) who are not natural persons, estates, or trusts.

In order to access the Admission Document / Information Document and the related section of this website, as well as the Admission Document / Information Document and any other information contained in the following pages, I hereby declare, under my sole responsibility, that I am resident in Italy or France and that I am not domiciled in, nor currently located in, the United States of America, Australia, Japan, Canada, or the Other Countries, and that I am not a “U.S. Person” as defined in Regulation S under the United States Securities Act of 1933, as subsequently amended.


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      Investor Relations

      Shareholders’ information

      * L6A4 S.r.l. has undertaken a 24-month lock-up commitment in relation to the 10,000,000 Shares held as of the IPO date, effective from the commencement of trading on Euronext Growth Milan and Euronext Growth Paris.

      ShareholderN. of shares% of shares capital% of voting rights
      L6A4 S.r.l.*10.091.51771,44%71,44%
      Market4.033.48328,56%28,56%
      Total14.125.000100%100%

      Disclosure obligations of significant Shareholders

      Pursuant to the Euronext Growth Milan Issuers’ Regulation, as approved and published by Borsa Italiana S.p.A. and as subsequently amended and supplemented (the “Euronext Growth Milan Issuers’ Regulation”), any person who comes to hold at least 5% of any class of financial instruments of KALEON S.p.A. admitted to trading on Euronext Growth Milan and Euronext Growth Paris is considered a significant shareholder (a “Significant Shareholder”).

      The reaching or exceeding of the thresholds of 5%, 10%, 15%, 20%, 25%, 30%, 50%, 66.6% and 90% of the share capital, as well as the reduction below any of the aforementioned thresholds, constitutes, pursuant to the Euronext Growth Milan Issuers’ Regulation, a material change (a “Material Change”) that must be notified by the Significant Shareholders to KALEON S.p.A. within 4 trading days from the day on which the transaction resulting in the Material Change was carried out.

      Such notification must include:

      1. the identity of the Significant Shareholders involved;
      2. the date on which KALEON S.p.A. was informed;
      3. the date on which the Material Change in the shareholding occurred;
      4. the price, amount, and category of the financial instruments of KALEON S.p.A. involved;
      5. the nature of the transaction;
      6. the nature and extent of the Significant Shareholder’s interest in the transaction.

      For this purpose, each Significant Shareholder may use the reporting templates set forth in the “Transparency Rules” (as defined in the Euronext Growth Milan Issuers’ Regulation), with specific reference to the information and communications required from Significant Shareholders.

      The aforesaid notification must be made by registered letter with return receipt sent to the Company at its registered office (Via Privata Maria Teresa no. 4, Milan (MI)), or by email to the Company’s Investor Relations investorrelations@kaleon.com or by certified email (PEC) to [SAGSRL01@LEGALMAIL.IT].