Isagro S p A : 051221 - Press release CPs Closing

Press release published on behalf of Gowan Company, LLC and Crop Demetra

Limited

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• Satisfaction of all the conditions precedent to the closing of the acquisition of the majority quotas of Piemme
• Closing of the acquisition will occur on May 14, 2021

London (United Kingdom), May 12, 2021 - Further to the press release published by Isagro S.p.A. ("Isagro") on March 7, 2021 related to the signing, on March 6, 2021, of a binding agreement (the "SPA") among Giorgio Basile and the other shareholders, on one side, and Gowan Company, LLC ("Gowan"), on the other side, whereby Giorgio Basile and the other shareholders agreed to sell all their quotas - representing 99.9% of the corporate capital - in Piemme S.r.l. ("Piemme") (the indirect controlling company of Isagro) (the "Transaction"), Gowan announces that today all the conditions precedent to the closing of the Transaction have been occurred (or waived, to the extent applicable).

In particular: (i) on April 29, 2021, the Italian Council of Ministries (Presidenza del Consiglio dei Ministri) informed the parties that it will not exercise the special powers under the so called golden power regulation in connection with the Transaction; (ii) on the date hereof, the parties acknowledged the termination of any outstanding relationships between Isagro and its subsidiaries, on one hand, and any entity located in countries or regions (including Cuba) where any U.S. person cannot conduct business pursuant to any applicable law, on the other hand, and (iii) on the date hereof, the condition precedent related to the obtainment of any applicable authorization from the competent antitrust authorities has been waived, since such requirements have been considered as not able to have any effect on the Transaction.

The closing of the Transaction will occur on Friday, May 14, 2021.

Gowan has designated Crop Demetra Limited ("Crop Demetra") - a company established under the laws of the United Kingdom whose share capital is entirely owned by Gowan - as buyer of the majority quotas held by Giorgio Basile and the other shareholders in Piemme, according to the terms and conditions of the SPA.

As indicated in the press release published on March 7, 2021, upon the closing of the Transaction, Crop Demetra will acquire the control over Piemme and, indirectly, over Isagro and, therefore, will launch a mandatory tender offer, pursuant to Articles 102 and 106, let. a) of the Legislative Decree no. 58/98 (the "CFA") and Article 45 of the Consob's regulation no. 11971/99 (the "Issuers' Regulation"), in order to purchase all the ordinary shares of Isagro not already owned (directly and indirectly) at a price of Euro 2.76 per each Isagro's ordinary share (the "MTO").

Additional information on the MTO will be included in the press release that will be published by Crop Demetra on the closing date of the Transaction pursuant to Article 102,