Early Closure and Results of the Offering

Carraro International SE Euro-denominated Fixed Rate Senior Unsecured Notes due 25 September 2026 guaranteed by Carraro S.p.A. (the “Notes”)

Campodarsego (Padova), 14 September 2020 – Following the publication of prospectus (the “Prospectus”) relating to the issue of the Notes to be issued by Carraro International S.E. (“International”) and guaranteed by Carraro S.p.A. (“Carraro”), approved by the CSSF (Commission de Surveillance du Secteur Financier) on 4 September 2020 and passported to Italy on 9 September 2020, and the press release issued on 10 September 2020 relating to the interest rate, the yield and the early redemption price of the Notes at the option of International for the relevant Redemption Period, and as provided therein, International hereby announces that, as a result of the strong market demand, the Offering of the Notes on the regulated Mercato Telematico delle Obbligazioni (the “MOT”) managed by Borsa Italiana S.p.A. (“Borsa Italiana”) closed in advance today after reaching the maximum offer amount of €150,000,000 set forth in the Prospectus.

In particular, the Offering of the Notes on the MOT opened today, 14 September 2020, at 9:00 (CET) and at the beginning of the Offering Period purchase orders had already been placed for an aggregate principal amount of Notes surpassing the minimum offer amount of €100,000,000 set forth in the Prospectus. The results of the Offering are set out below.

As in 2018, the offer of our notes closed in advance. This is an excellent sign that once again confirms the market's confidence in our Group. - commented Enrico Carraro, Chairman of the Group - We now have the levers to continue along the path of dimensional growth, focusing on the expansion of the scope of our activities and on the technological development of our skills”.

Terms used in this communication but not otherwise defined have the meaning given to them in the Prospectus.

An aggregate principal amount of Notes of €150,000,000 was sold at an issue price of 100%, consisting of 150,000 Notes having a nominal value of €1,000 each. The gross proceeds of the Offering will amount to €150,000,000.

The Issue Date of the Notes, which corresponds to both the date on which investors will pay the Issue Price of the Notes and the date on which interest will begin to accrue on the Notes, will be 25 September 2020. The Trading Start Date (being the date of the beginning of trading of the Notes on the MOT market) will be set by Borsa Italiana in accordance with Rule 2.4.3 of the Rules of the Markets organised and managed by Borsa Italiana.

The rate of interest of the Notes, as communicated on 10 September 2020, is 3.75 per cent. per annum. Interest on the Notes will be paid in arrear on 25 March and 25 September in each year starting on 25 March 2021. Interest payable on the Notes will amount to €18.75 per Calculation Amount including the first payment of interest, to be made on 25 March 2021, to be calculated pro-rata in respect of the period from and including the Issue Date to but excluding 25 March 2021 (the “First Interest Period”).

The amount of interest payable per Calculation Amount for any period shall be equal to the product of 3.75 per cent., the Calculation Amount and the day-count fraction (calculated on an “Actual/Actual (ICMA)” basis, as set out in the Conditions of the Notes) for the relevant period, rounding the resulting figure to the nearest cent (half a cent being rounded upwards).

The Maturity Date of the Notes will be 25 September 2026.

The Notes are being offered to the general public in Luxembourg and Italy and to qualified investors in Italy and other jurisdictions, outside the United States in accordance with Regulation S under the Securities Act, and may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, according to the selling restrictions set forth in the Prospectus.

Equita S.I.M. S.p.A. (“Equita”) has acted as placement agent of the Offering and is the intermediary authorised to offer and display the Notes for sale on the MOT during the Offering. Furthermore, Equita has been appointed by International to act as the specialist under the Rules of the Markets organised and managed by Borsa Italiana following the beginning of the secondary trading of the Notes on the MOT market.

Further information are available in the Prospectus available on the following website: https://www.carraro.com/bonds

Last update: 14 September 2020