IPOS

In order to access this website, the Admission Document and any other information contained in the following pages, it is necessary to read and accept the following information, which the reader must carefully evaluate before reading, accessing or using the information provided below in any other way. By accessing this site, you agree to be subject to the terms and conditions set out below, which may be modified or updated and for this reason they must be read in full every time you access this site. The admission document contained in this section of the website (the “Admission Document”) has been drawn up in accordance with the issuers regulations of the multilateral trading system called “Euronext Growth Milan” organized and managed by Borsa Italiana S.p.A. for the purpose of accepting shares ordinary (the “Shares”) and warrants (the “Warrants”) of TMP Group S.p.A. (the “Company” or “TMP Group”) on this multilateral trading system. The offer of financial instruments contemplated in the Admission Document and any other information contained in the following pages do not constitute an “offer to the public”, as defined by Legislative Decree no. 58 and subsequent amendments (the “TUF”) and therefore it is not necessary to prepare a prospectus according to the schemes set out in EU Delegated Regulation no. 2019/980. The Admission Document does not therefore constitute a prospectus and its publication must not be authorized by CONSOB pursuant to EU Regulation no. 2017/1129 or any other rule or regulation governing the drafting and publication of prospectuses pursuant to articles 94 and 113 of the TUF, including the issuer regulations adopted by CONSOB with resolution no. 11971 of 14 May 1999, as subsequently amended and supplemented. The information contained in this section of the website is disseminated in accordance with articles 17 and 26 of the Euronext Growth Milan Issuers Regulation. The Admission Document and any other information contained in this section of the website is accessible only by individuals who: (a) are resident in Italy and who are not domiciled or in any case are currently located in the United States of America, Australia, Japan, Canada and in any other country where the dissemination of the Admission Document and/or such information requires approval by the competent local Authorities or in violation of local rules or regulations (“Other Countries”); and (b) they are not “U.S. Persons” as defined in Regulation S of the United States Securities Act of 1933, as subsequently amended, nor are they individuals acting on their behalf or for their benefit without the existence of a specific registration or a specific exemption from registration under the United States Securities Act and current legislation. “U.S. Person” in the sense indicated above is precluded from accessing this website, downloading, storing and/or saving temporarily or permanently the Admission Document and any other information contained in this section of the website. The information contained in this section of the website cannot be copied or forwarded. For no reason and under no circumstances, it is allowed to circulate, directly or through third parties, the Admission Document and any other information contained in this section of the website to individuals who are in the conditions set out in points (a) and (b) of the previous paragraph and, in particular, in the United States, Australia, Japan, Canada or Other Countries. Regulation S of the United States Securities Act of 1933, as subsequently amended, defines “U.S. Person” as: (1) any natural person resident in the United States; (2) “partnerships” and “corporations” constituted and organized according to current legislation in the United States; (3) any property whose directors or managers are a “U.S. Person”; (4) trusts whose trustee is a “U.S. Person”; (5) any agency, branch or branch of an entity that is based in the United States; (6) the accounts of non-discretionary character (“non- discretionary accounts”); (7) other similar accounts (except property or trust), managed or administered in trust for or for the benefit of a “U.S. Person”; (8) “partnerships” and “corporations” if (A) constituted and organized under the laws of any foreign jurisdiction; and (B) constituted by a “U.S. Person” with the main objective of investing in unregistered securities under the United States Securities Act of 1933, unless they are constituted or organized and owned by accredited investors (as defined by the definition Uta in Rule 501 (a) of the United States Securities Act of 1933) that are not individuals, property or trusts. Failure to comply with this provision may result in a violation of the United States Securities Act or applicable legislation in other jurisdictions. The information contained in this website (or on any other site to which this website has hypertext links) does not constitute an offer, invitation to offer or promotional activity in relation to the Shares and/or Warrants of the Company against any citizen or entity resident in Canada, Australia, Japan or the United States of America or in any other country where such acts are not permitted in the absence of specific exemptions or authorizations from the competent authorities. Shares and Warrants are not 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 on behalf of or for the benefit of, a “U.S. Person”, in the sense indicated above, in the absence of such registration or express exemption from such fulfillment or in Other Countries. To access this website, the Admission Document and any other information contained in the following pages, I declare under my full responsibility that I am resident in Italy and that I am not domiciled or currently in the United States of America, Australia, Japan, Canada or Other Countries and that I am not a “U.S. Person” as defined in Regulation S of the United States Securities Act of 1933, as subsequently amended.