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Prospectus - Notowania

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- 87 -<br />

RISK FACTORS<br />

For further information, reference should be made to the Second Section, Chapter 5,<br />

Paragraph 5.4.3.<br />

4.3.3 Risks associated with the performance of the option rights market<br />

The option rights on the Shares forming the subject matter of the Offer will only be<br />

able to be traded on the MTA between January 11, 2010 and 22 January, 2010<br />

inclusive, and on the Warsaw Stock Exchange (Gielda Papierów Wartościowych w<br />

Warszawie SA) between January 14, 2010 and January 22, 2010 inclusive.<br />

Nevertheless, these rights could present problems of liquidity, irrespective of the<br />

Issuer or the amounts of said rights, since the sales requests may not be matched<br />

adequately and in terms of timescales. The trading price of the option rights could be<br />

subject to significant fluctuations in relation, among other things, to the performance<br />

of the market price of the Shares and/or the disposal of the option rights on the market<br />

by the shareholders entitled to do so.<br />

4.3.4 Diluting effects<br />

In the event of failure to fully exercise the option rights due them and fully underwrite<br />

the Capital Increase, the shareholders who do not underwrite the shares due to them<br />

will suffer a maximum dilution of their equity investment, in terms of a percentage of<br />

the share capital, of 13.04%.<br />

With regard to savings shareholders, the assignment to the latter of the option rights to<br />

underwrite ordinary shares leads to a diluting effect on the equity investments held by<br />

the holders of ordinary shares which, what is more, given the reduced quantity of<br />

savings shares present as at the Date of the <strong>Prospectus</strong>, is not appreciable.<br />

For further information, reference should be made to the Second Section, Chapter 9,<br />

Paragraph 9.1.<br />

4.3.5 Exclusion of the markets on which the Offer is not permitted<br />

The Offer is exclusively reserved for the areas of Italy, Germany and Poland.<br />

The <strong>Prospectus</strong> represents an offer of financial instruments in Italy as well as, further<br />

to the procedure pursuant to Article 11.1 of the Issuers’ Regulations, in Germany and<br />

Poland.<br />

The <strong>Prospectus</strong> does not represent an offer of financial instruments in the USA,<br />

Canada, Japan or Australia or in any other country in which said offer is not allowed<br />

due to the absence of authorization from the competent authorities or applicable law or<br />

regulatory exemptions (together with the USA, Canada, Japan and Australia, the<br />

“Excluded Countries”).<br />

The Shares and the related option rights have not been nor will they be registered in<br />

accordance with Securities Act, nor in accordance with the corresponding legislation<br />

in Canada, Japan, Australia and the other Excluded Countries and consequently cannot

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