NOTICE OF CONDITION SATISFACTION KEPLER S.P.A. (the “Issuer”)
Any and All Outstanding Aggregate Principal Amount of the €345,000,000 Senior Secured Floating Rate Notes due 2029 ISIN: XS2476959239 (Regulation S) and XS2476959403 (Rule 144A) CUSIP: 247695923 (Regulation S) and 247695940 (Rule 144A) (the “Notes”)
Redemption Date: July 11, 2025
On June 25, 2025, notice (the “Conditional Notice of Redemption”) was given by the Issuer in accordance with sections 3.01 and 3.03 of that certain Senior Secured Notes Indenture dated as of May 20, 2022, as amended, supplemented, waived or otherwise modified from time to time (the “Indenture”) among, inter alios, the Issuer, The Law Debenture Trust Corporation p.l.c., as trustee (the “Trustee”) and The Bank of New York Mellon, London Branch, as paying agent (the “Paying Agent”), with respect to the Notes. Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Indenture or the Conditional Notice of Redemption, as applicable.
The Financing Condition has been satisfied and the Issuer will therefore redeem the entire principal amount of the Notes outstanding, in accordance with the terms set out in the Conditional Notice of Redemption, on July 11, 2025, which will be the Redemption Date.
Any questions regarding this communication should be directed to the Issuer at:
Kepler S.p.A.
Largo Francesco Richini 2/A
20122 Milan
Italy