Moleskine : Notice pursuant to Art. 102, paragraph 1 of Legislative Decree no. 58 of February 24, 1998

DM INVEST S.R.L.‌

Socio Unico

Sede legale in Via Montenapoleone n. 29 -Milano Capitale Sociale Euro 10.000

Codice fiscale e Partita IVA n. 09636400963 Registro Imprese di Milano n. 09636400963 RE.A. di Milano n. 2103373

Indirizzo PEC: dminvestsrl@legalmail.it

Milan, October 6, 2016

Notice pursuant to Art. 102, paragraph 1, of Legislative Decree no. 58 of February 24, 1998, as subsequently amended, and Art. 37 of the regulation adopted by CONSOB by resolution no. 11971 of May 14, 1999, as subsequently amended, relating to the mandatory tender offer launched by DM Invest S.r.I. on all of the shares of Moleskine S.p.A. (the "Notice")

Pursuant to Art. 102 of Legislative Decree no. 58 of February 24, 1998, as subsequently amended (the "TUF"), and Art. 37 of the regulation adopted by CONSOB by resolution no. 11971 of May 14, 1999, as subsequently amended (the "Issuers' Regulation"), DM Invest S.r.1. (the "Offeror"), a company 100% indirectly owned and controlled by S.A. D'Ieteren N.V. ("D'Ieteren"), hereby gives notice that the legal requirements for the launch, by the Offeror, of a mandatory tender offer (the "Offer"), pursuant to Arts. 102 and 106, paragraph 1, of the TUF, occurred on October 6, 2016.

The Offer is for all of the ordinary shares of Moleskine S.p.A. ("Moleskine" or the "Issuer"), a company whose shares are listed on the STAR segment of the Electronic Stock Market (Mercato Telematico Azionario) ("MTA'') organized and managed by Borsa Italiana S.p.A. ("Borsa Italiana"), excluding the Moleskine ordinary shares held by the Offeror as of the date of this Notice.

In particular, as of the date of this Notice, the Offeror holds 87,041,455 ordinary shares, representing 40.97% of Moleskine's issued share capital.

The Offer, therefore, is for a total of 125,380,250 ordinary shares, having no par value and fully paid-up, as well as for up to 5,729,637 new ordinary shares that may be issued by Moleskine in case of exercise of all of the Stock Options (as defined below) prior to the end of the Offer Period (as defined below) (the Moleskine shares subject to the Offer are hereinafter defined as the "Shares"). As of the date of this Notice, the existing Shares represent 59.03% of the Issuer's issued share capital.

It is noted that, as of the date of this Notice, the Issuer owns 3,853,913 treasury shares of the Issuer (the "Treasury Shares"), equal to 1.81% of Moleskine's issued share capital. These Treasury Shares are included in the Shares and, as such, are part of the Offer.

The main terms and characteristics of the Offer are summarized below.

The offer document (the "Offer Document") will be filed with CONSOB within 20 days after the date hereof and will be published upon completion of CONSOB's review period, pursuant to Art. 102, paragraph 4, of the TUF. Pending publication of the Offer Document, please refer to the Notice published on the Issuer's website (www.moleskine.com ) for any further information regarding the main conditions of the Offer.

1. LEGAL REQUIREMENTS FOR THE OFFER

   The obligation to launch the Offer follows the completion, on October 6, 2016, of the Offeror's acquisition (the "Acquisition") of a total stake in the Issuer's share capital of 87,041,455 ordinary shares representing, as of the date of this Notice, 40.97% of the issued share capital and 41.73% of the outstanding share capital of Moleskine (the "Total Stake"), consisting of (i) 73,657,973 Moleskine shares (the "Appunti Shares") purchased from Appunti S.a r.l. ("Appunti") and (ii) 13,383,482 Moleskine shares (the "Pentavest Shares") purchased from Pentavest S.a r.1. ("Pentavest"), in each case at a price of EUR 2.40 per share.

   In particular:

2. on September 22, 2016, (a) D'Ieteren, Appunti and Syntegra Capital Investors Ltd. (liquidator of Appunti, currently under voluntary liquidation, and management company of the fund that controls Appunti) executed a share purchase agreement (the "Contract with Appunti") pursuant to which D'Ieteren (or such subsidiary of D'Ieteren that may be designated by it pursuant to Art. 1401 of the Civil Code (the "Designated Party")) agreed to purchase from Appunti, which agreed to sell to D'Ieteren (or to the Designated Party), the Appunti Shares; (b) D'Ieteren and Pentavest executed a share purchase agreement (the "Contract with Pentavest") pursuant to which D'Ieteren (or the Designated Party) agreed to purchase from Pentavest, which agreed to sell to D'Ieteren (or to the Designated Party), the Pentavest Shares;

3. (ii) (a) the obligation to purchase and sell the Appunti Shares was subject to the condition precedent, among other things, that the German competition authority (Bundeskartellamt ) (the "German Competition Authority") authorize the Acquisition; and (b) the obligation to purchase and sell the Pentavest Shares was subject to the condition precedent, among other things, of the completion of the acquisition of the Appunti Shares by D'Ieteren (or the Designated Party);

4. on September 28, 2016, the German Competition Authority issued its authorization for the Acquisition;

5. on October 4, 2016, D'Ieteren notified Appunti and Pentavest that it had designated the Offeror, as the Designated Party, to purchase, respectively, the Appunti Shares and the Pentavest Shares, pursuant to the Contract with Appunti and the Contract with Pentavest and that the Offeror had accepted that appointment;

6. on October 6, 2016, the Offeror completed the Acquisition of the Total Stake for a total consideration of EUR 208,899,492.00 (EUR 2.40 for each share), of which EUR 176,779, 135.20 paid to Appunti for the purchase of the Appunti Shares (EUR 2.40 for each Appunti Share) and EUR 32,120,356.80 paid to Pentavest for the purchase of the Pentavest Shares (EUR 2.40 for each Pentavest Share).

1. MAIN TERMS OF THE OFFER

2. Offeror and controlling entities

   The Offeror is DM Invest S.r.l., a societa a responsabilita limitata (limited liability company) with a sole shareholder, incorporated under Italian law, with registered office at Via Montenapoleone 29, 20121 Milan (Italy), registered in the Registry of Enterprises at the Chamber of Commerce of Milan at no. 09636400963.

   The Offeror was incorporated on September 22, 2016, for the specific purpose of acquiring the Total Stake and subsequently launching the Offer. The Offeror's share capital is equal to EUR 10,000.00, fully subscribed and paid up.

   As of the date of this Notice:

3. the Offeror's share capital is wholly-owned by D Participation Management S.A., a Belgian company incorporated on January 18, 2006 in the form of a societe anonyme, with registered office in rue du Mail 50, 1050 Brussels (Belgium);

4. the share capital of D Participation Management S.A. is entirely owned by D'Ieteren, a company incorporated on July 28,1919, in the form of a societe anonyme under the laws of Belgium, with registered office in rue du Mail 50, 1050 Brussels (Belgium); in particular, D'Ieteren (a) directly holds 614 out of a total 615 shares of D Participation Management S.A. (representing approximately 99.84% of its share capital), and (b) indirectly, through certain subsidiaries, owns the remaining share of D Participation Management S.A. (representing approximately 0.16% of its share capital);

5. in light of the foregoing, D'Ieteren indirectly exercises control over the Offeror pursuant to Art. 93 of the TUF through D Participation Management S.A.

   The shares of D'Ieteren are listed on Euronext Brussels. As of the date of this Notice, based on publicly available information, a majority stake (equal to 57.11%) of D'Ieteren's share capital is owned by individuals belonging to the D'Ieteren family and entities controlled by them. In particular, (a) 31.99% of the share capital of D'Ieteren is owned by the Nayarit group (composed of certain members of the D'Ieteren family and entities controlled by them), and (b) 25.11% of the share capital of D'Ieteren is owned by the SPDG group (composed of other members of the D'Ieteren family and entities controlled by them). The Nayarit group and the SPDG group act in concert, as a matter of Belgian law, pursuant to a shareholders' agreement relating to their shareholding in D'Ieteren. Pursuant to Belgian law, no individual person or entity controls D'Ieteren.

   Since its creation in 1805, the D'Ieteren group has constantly sought growth and value creation by pursuing a long term strategy for its businesses and actively encouraging and supporting them to expand in their markets and geographies. The D'Ieteren group has today two activities:

   D'Ieteren Auto distributes Volkswagen, Audi, SEAT, Skoda, Bentley, Lamborghini, Bugatti, Porsche and Yamaha vehicles in Belgium. It is the number one car distributor in Belgium, with a market share of more than 22% and 1.2 million vehicles on the road at the end of 2015. In 2015, D'Ieteren Auto had EUR 2.9 billion in sales and operating results of EUR 60.4 million;

   Belron (94.85% owned by D'Ieteren) is the worldwide leader in vehicle glass repair and replacement. It operates through approximately 2,400 branches and 10,000 mobile vans, and trades under more than 10 major brands including Carglass®, Safelite® AutoG!ass and Autoglass®, serving customers in 33 countries. In 2015, Belron had EUR 3.2 billion in sales and operating results of EUR 174.4 million.

6. Persons acting in concert with the Offeror

   D'Ieteren and D Participation Management S.A. qualify as persons acting in concert with the Offeror pursuant to Art. 101-bis, paragraph 4-bis, letter b), of the TUF as they are entities that indirectly or directly control the Offeror.

   It is noted that, as of the date of this Notice, the persons acting in concert with the Offeror do not hold any shares of the Issuer.

7. Issuer

8. The issuer is Moleskine S.p.A., a societa per azioni (corporation) incorporated under Italian law, with registered office at Viale Stelvio 66, 20159, registered in the Registry of Enterprises at the Chamber of Commerce of Milan at no. 07234480965.

   Pursuant to Art. 3 of its by-laws, the Issuer's duration is set until 31 December 2050 and may be extended, one or more times, upon resolution of the extraordinary shareholders ' meeting.

   As of the date of this Notice, the Issuer's share capital amounts to EUR 2,124,217.05, fully

   subscribed and paid up, divided into 212,421,705 ordinary shares with no par value.

   The Issuer's shares have been listed on the STAR segment of the MTA since April 3, 2013 with ISIN Code IT0004894900 and are represented in book-entry form pursuant to Art. 83-bis of the TUF.

   As specified above, as of the date of this Notice, the Offeror directly owns 87,041,455 Moleskine ordinary shares, representing 40.97% of the issued share capital of Moleskine. As of the date of this Notice, on the basis of the notices provided to CONSOB pursuant to applicable law, the other significant shareholders of the Issuer are listed in the table below.

   Declarant or party at the top of the control chain

   Direct sha reholder % of the issued sha re capital

   Allianz SE	Allianz lard SA	5.149%
   Indumenta Pueri SL	Indumenta Pueri SL	5.003%

   We also report that, as of the date of this Notice, the Issuer hol ds 3,853,913 Treasury Shares, corresponding to 1.81% of the issued share capital of Moleskine.