Polus Capital Management (Us) Inc.

Allegations: ON DECEMBER 18, 2002, THE ITALIAN STOCK MARKET REGULATOR ("CONSOB"), RULED THAT MEDIOBANCA ACTED IN CONCERT WITH OTHER COMPANIES DURING THEIR COMBINED PURCHASE OF MORE THAN 30% OF THE SHARE CAPITAL OF LA FONDIARIA ASSICURAZIONI S.P.A ("FONDIARIA"), NOW UNIPOLSAI ASSICURAZIONI S.P.A ("UNIPOLSAI") IN VIOLATION OF ARTICLES 106, 109 AND 122 OF LAW DECREE NO.58 OF 24 FEBRUARY 1998 (THE ITALIAN CONSOLIDATED FINANCIAL ACT-"TUF") BY OMITTING TO LAUNCH A PUBLIC TENDER OFFER, IN BREACH OF SUCH MANDATORY PROVISIONS. SIMILAR RULINGS HAVE BEEN ISSUED BY THE ADMINISTRATIVE COURT OF LAZIO (TAR LAZIO), THE ITALIAN ANTITRUST AUTHORITY (AGCM) AND ALSO BY THE COURT OF APPEAL OF MILANO AND TORINO. FOLLOWING SUCH RULINGS, 16 CIVIL PROCEEDINGS WERE BROUGHT BY FONDIARIA'S MINORITY SHAREHOLDERS AGAINST UNIPOLSAI AND MEDIOBANCA. WITH RESPECT TO THE STATUS OF SUCH PROCEEDINGS, 15 PROCEEDINGS HAVE BEEN SETTLED AND ONLY 1 PROCEEDING IS STILL PENDING. THE PENDING PROCEEDING IS THE ONE BROUGHT BY MR ROBERTO GAVAZZI AND IS NOW PENDING (AGAIN) BEFORE THE COURT OF CASSATION TO PARTIALLY ANNUL THE PREVIOUS DECISION OF THE COURT OF APPEAL OF MILAN WITH RESPECT TO THE QUANITIFICATION OF THE DAMAGE: ACCORDING TO MR. GAVAZZI THE COURT OF APPEAL WRONGLY EXCLUDED 111,510.00 EURO FROM THE AMOUNT OF DAMAGE LIQUIDATED. WITH RESPECT TO THE CLAIMS BROUGHT BY THE PLAINTIFFS IN ALL THE PROCEEDINGS, PLEASE NOTE THAT AN IMPORTANT PRINCIPLE HAS BEEN STATED, IN ONE OF THE PROCEEDINGS THAT WAS LATER SETTLED, BY THE ITALIAN HIGH COURT (COURT OF CASSATION), IN DECISION NO. 14400 DATED AUGUST 10, 2012. THE COURT STATED THAT EACH MINORITY SHAREHOLDER THAT HAS BEEN UNLAWFULLY DEPRIVED OF THE CHANCE TO PARTICIPATE IN A PUBLIC TENDER OFFER ON THE SHARES HAS THE RIGHT TO RECEIVE COMPENSATION FOR DAMAGES SUBJECT TO PROOF THAT THE LOSS OF THE CHANCE TO GAIN PROFITS DEPENDS ON THE LACK OF THE LAUNCH OF A PUBLIC TENDER OFFER, IN VIOLATION OF THE PROVISIONS OF TUF. AS A RESULT, THE PROCEEDINGS RELATE TO THE SAME UNDERLYING VIOLATION OF ITALIAN LAW, AND CAN THUS BE CONSIDERED PART OF THE SAME EVENT OR PROCEEDING. Status: Pending Summary: OF THE 16 CLAIMS BROUGHT, 15 HAVE BEEN SETTLED AND 1 CLAIM IS PENDING. CLAIMS SETTLED-PAYMENT AS COMPENSATION FOR DAMAGES IN TOTAL OF APPROXIMATELY EURO 30.5 MILLION PLUS LEGAL EXPENSES.

Allegations: ALLEGED BREACH OF RULES ON DISCLOSURE OBLIGATION TO THE MARKET IN RELATION TO A TRANSACTION REGARDING AN ITALIAN LISTED COMPANY ACTIVE IN THE TMT SECTOR Status: Final Sanction Detail: CONSOB ISSUED A SANCTION ORDER ON 11 OCTOBER 2017. SANCTION ORDERED WAS A MONETARY PENALTY OF $86,900. Summary: CONSOB ISSUED A SANCTION ORDER ON 11 OCTOBER 2017. MEDIOBANCA SUBSEQUENTLY APPEALED THE CONSOB ORDER BUT THE ORDER HAS BEEN CONFIRMED.

Allegations: ALLEGED BREACH OF DISCLOSURE OF NET SHORT POSITIONS ON THE SHARES OF AN ITALIAN LISTED COMPANY ACTIVE IN THE TMT SECTOR Status: Final Sanction Detail: CONSOB DISMISSED THE ALLEGATIONS AGAINST MEDIOBANCA. NO SANCTION WAS ISSUED. Summary: CONSOB DISMISSED THE ALLEGATIONS AGAINST MEDIOBANCA. NO SANCTION WAS ISSUED.

Allegations: CONSOB ALLEGED MISSING OR DELAYED ENTRIES IN THREE REGISTERS HELD FOR MARKET ABUSE PURPOSES IN RELATION TO THREE BOOK BUILDING TRANSACTIONS OCCURED IN 2013 AND 2014. Status: Final Sanction Detail: A MONETARY SANCTION OF THE EQUIVALENT OF $16,900 WAS LEVIED. THIS WAS PAID IN FULL BY MEDIOBANCA AND NO APPEAL WAS FILED. Summary: THE ACTION STATUS IS FINAL AS THE MONETARY SANCTION LEVIED BY CONSOB AGAINST MEDIOBANCA WAS PAID BY MEDIOBANCA AND NO APPEAL WAS FILED.