IMPORTANT NOTICE

THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QUALIFIEDINSTITUTIONAL BUYERS (“QIBs”) WITHIN THE MEANING OF RULE 144A (“RULE 144A”) UNDERTHE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR (2) NON-U.S.PERSONS OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S(“REGULATION S”) UNDER THE U.S. SECURITIES ACT.

IMPORTANT: You must read the following before continuing. The following applies to the offeringmemorandum following this page, and you are therefore advised to read this carefully before reading, accessingor making any other use of the offering memorandum. In accessing the offering memorandum, you agree to bebound by the following terms and conditions, including any modifications to them any time you receive anyinformation from us as a result of such access.

NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FORSALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOTBEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OR THE SECURITIESLAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION AND THESECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT PURSUANTTO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATIONREQUIREMENTS OF THE U.S. SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIESLAWS.

THE FOLLOWING OFFERING MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TOANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANYFORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PARTIS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATIONOF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

Confirmation of Your Representation: In order to be eligible to view the offering memorandum or make aninvestment decision with respect to the securities, investors must be either (1) QIBs or (2) purchasing thesecurities in an offshore transaction outside the United States in reliance on Regulation S. The offeringmemorandum is being sent at your request. By accepting the e-mail and accessing the offering memorandum,you will be deemed to have represented to us that: (1) you consent to delivery of such offering memorandum byelectronic transmission, and (2) either: (a) you and any customers you represent are QIBs, or (b) you are anon-U.S. person outside the United States and the e-mail address that you gave us and to which the e-mail hasbeen delivered is not located in the United States (as defined in Regulation S) and if you are resident in a memberstate of the European Union, you are a qualified investor.

Prospective purchasers that are QIBs are hereby notified that the seller of the securities will be relying on theexemption from the provisions of Section 5 of the U.S. Securities Act pursuant to Rule 144A.

You are reminded that this offering memorandum has been delivered to you on the basis that you are a personinto whose possession this offering memorandum may be lawfully delivered in accordance with the laws of thejurisdiction in which you are located and you may not, nor are you authorized to, deliver this offeringmemorandum to any other person.

You may not transmit this offering memorandum (or any copy of it or part thereof) or disclose, whether orally orin writing, any of its contents to any other person except with the explicit consent of the Initial Purchasers (asdefined hereinafter). If you receive this document by e-mail, you should not reply by e-mail to thisannouncement. Any reply e-mail communications, including those you generate by using the “Reply” functionon your e-mail software, will be ignored or rejected. If you receive this document by e-mail, your use of thise-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses andother items of a destructive nature.

Under no circumstances shall this offering memorandum constitute an offer to sell or the solicitation of an offerto buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or salewould be unlawful.

If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Initial Purchasers or anyaffiliate thereof is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by theInitial Purchasers or affiliate on behalf of Marcolin S.p.A. in such jurisdiction.

This offering memorandum has been prepared on the basis that any offer of the Notes in any Member State of theEuropean Economic Area (each, a “Relevant Member State”) that has implemented the Prospectus Directivewill be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant MemberState, from the requirement to publish a prospectus for offers of the Notes. Accordingly, any person making orintending to make an offer in that Relevant Member State of the Notes which are the subject of the offeringcontemplated in this offering memorandum, must only do so in circumstances in which no obligation arises forthe Issuer or the Initial Purchasers to produce a prospectus pursuant to Article 3 of the Prospectus Directive.Neither of the Issuer or the Initial Purchasers have authorized, nor do they authorize, the making of any offer ofNotes through any financial intermediary, other than offers made by the Initial Purchasers, which constitute thefinal placement of Notes contemplated in this offering memorandum. The expression “Prospectus Directive”means Directive 2003/71/EC (and amendments thereto) and includes any relevant implementing measure in theRelevant Member State.

The offering memorandum has not been submitted to the Commissions Nazionale per le Società e la Borsa, theItalian securities regulator (“CONSOB”), for clearance and will not be subject to formal review or clearance bythe CONSOB pursuant to the Italian securities legislation. The notes may not be offered, sold or delivered,directly or indirectly, nor may copies of the following offering memorandum or of any other document relating tothe notes be distributed in the Republic of Italy, except: (1) to qualified investors (investitori qualificati) asdefined by Article 26, first paragraph, letter d) of the CONSOB Regulation No. 16190 October 29, 2007, asamended, pursuant to Article 100 of Italian Legislative Decree No. 58 of February 24, 1998, as amended (the“Italian Securities Act”) and Article 34-ter, first paragraph, letter b) of CONSOB Regulation No. 11971 ofMay 14, 1999, as amended (“CONSOB Regulation on Issuers”); or (2) in other circumstances which areexempted from the rules on offerings of securities pursuant to the Italian Securities Act and/or CONSOBRegulation on Issuers.

This offering memorandum is for distribution only to persons who (i) have professional experience in mattersrelating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (FinancialPromotion) Order 2005 (as amended, the “Financial Promotion Order”), (ii) are persons falling within Article49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order,(iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage ininvestment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000) inconnection with the issue or sale of any securities may otherwise lawfully be communicated or caused to becommunicated (all such persons together being referred to as “relevant persons”). This offering memorandum isdirected only at relevant persons and must not be acted on or relied on by persons who are not relevant persons.Any investment or investment activity to which this offering memorandum relates is available only to relevantpersons and will be engaged in only with relevant persons.

This offering memorandum has been sent to you in an electronic form. You are reminded that documentstransmitted via this medium may be altered or changed during the process of electronic transmission andconsequently neither the Initial Purchasers, nor any person who controls any of them, nor any director, officer,employee or agent of any of them or affiliate of any such person accepts any liability or responsibilitywhatsoever in respect of any difference between the offering memorandum distributed to you in electronicformat and the hard copy version available to you on request from the Initial Purchasers.

The information in this offering memorandum is not complete and may be changed. This offering memorandumis not an offer to sell these securities and it is not soliciting offers to buy these securities in any jurisdiction wheresuch offer or sale is not permitted.

OFFERING MEMORANDUM CONFIDENTIALNOT FOR GENERAL DISTRIBUTION

IN THE UNITED STATES

Marcolin S.p.A.€250,000,000

Senior Secured Floating Rate Notes due 2023

Marcolin S.p.A., incorporated as a joint stock company (societá per azioni) under the laws of the Republic of Italy (the “Issuer”), is offering(the “Offering”) €250,000,000 aggregate principal amount of its Senior Secured Floating Rate Notes due 2023 (the “Notes”). The Notes willbe issued pursuant to an indenture (the “Indenture”) dated February 10, 2017 (the “Issue Date”) by and between, inter alios, the Issuer, theGuarantors (as defined below), The Law Debenture Trust Corporation p.l.c. as trustee (the “Trustee”) and UniCredit Bank AG, Milan Branchas security agent (the “Security Agent”).

The Notes will bear interest equal to the sum of (i) three-month EURIBOR (with a 0% floor) plus (ii) 4.125% per annum, reset quarterly.Interest will be payable on the Notes quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, commencing onMay 15, 2017. The Notes will mature on February 15, 2023. Prior to February 15, 2018, the Issuer may, at its option, redeem all or a portionof the Notes at a redemption price equal to 100% of the amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, plusthe applicable “make-whole” premium, as described herein. At any time on or after February 15, 2018, the Issuer may redeem all or a portionof the Notes at par. If the Issuer undergoes certain events constituting a change of control or sells certain assets, the Issuer may be required tooffer to repurchase the Notes. See “Description of the Notes” for further information.

Within ten business days of the Issue Date, the Notes will be secured on a first-ranking basis by the Collateral (as defined herein).

The Notes will be senior obligations of the Issuer. The Notes will rank equal in right of payment with all existing and future indebtedness ofthe Issuer that is not subordinated in right of payment to the Notes, including the obligations of the Issuer under the New Revolving CreditFacility Agreement (as defined herein) and will rank senior to all of the Issuer’s future indebtedness that is subordinated in right of payment tothe Notes. The due and punctual payment of certain amounts due and payable in respect of the Notes will be guaranteed (the “Guarantees”)by Marcolin USA, Marcolin UK, Marcolin France and Marcolin Germany (each as defined hereinafter) (the “Guarantors”). The Guaranteeswill be subject to contractual and legal limitations that may limit their enforceability, and the Guarantees may be released under certaincircumstances. See “Risk Factors—Risks Related to the Notes, the Guarantees and the Collateral,” “Limitations on Validity andEnforceability of the Guarantees and Security Interests and Certain Insolvency Law Considerations.”

The New Revolving Credit Facility (as defined herein) will be secured by security interests granted over the same Collateral that secures theNotes, as well as by a special lien (privilegio speciale) over the Issuer’s movable assets.

Under the terms of the Intercreditor Agreement (as defined herein), the lenders under the New Revolving Credit Facility and thecounterparties to certain hedging obligations will receive priority to the proceeds from the Collateral in the event of any enforcement. See“Description of the Notes—Security.” Subject to the terms of the Indenture, the Collateral may be pledged to secure certain futureindebtedness. The Notes, the Guarantees and the assets securing the Notes and the Guarantees will be subject to restrictions on enforcementand other intercreditor arrangements. See “Description of Certain Financing Arrangements—Intercreditor Agreement.” The Collateral will besubject to the Agreed Security Principles (as defined herein) and limitations under applicable law, and may be released in certaincircumstances. See “Limitations on Validity and Enforceability of the Guarantees and Security Interests and Certain Insolvency LawConsiderations.”

Subject to and as set forth in “Description of the Notes,” the Issuer will not be liable to pay any Additional Amounts (as defined herein) toholders of the Notes in relation to, among other things, any withholding or deduction required pursuant to Italian Legislative Decree No. 239of April 1, 1996 (as the same may be amended or supplemented from time to time) where the Notes are held by a person resident in a countrythat does not allow for satisfactory exchange of information with Italy (as per Italian Ministerial Decree dated September 4, 1996, as amendedor supplemented) and otherwise in circumstances as described in “Description of the Notes—Withholding Taxes.”

This offering memorandum (the “Offering Memorandum”) includes information on the terms of the Notes and the Guarantees, includingredemption and repurchase prices, guarantees, covenants, events of default and offering and transfer restrictions.

There is currently no market for the Notes. The Issuer has applied to list the Notes offered hereby on the Official List of the LuxembourgStock Exchange and for admission to trading on the Euro MTF Market of the Luxembourg Stock Exchange.

The Notes will be represented on issue by one or more global notes, which will be delivered through Euroclear Bank SA/NV (“Euroclear”)or Clearstream Banking, société anonyme (“Clearstream Banking”) on or about the Issue Date. See “Book-Entry, Delivery and Form.”

Investing in the Notes involves a high degree of risk. See “Risk Factors” beginning on page 26.

Price: 100.0% plus accrued interest, if any, from the Issue Date

The Notes and the Guarantees have not been and will not be registered under the United States Securities Act of 1933, as amended(the “U.S. Securities Act”). The Notes may not be offered or sold within the United States or to U.S. persons, except to qualifiedinstitutional buyers in accordance with Rule 144A under the U.S. Securities Act and to certain non-U.S. persons in offshoretransactions in accordance with Regulation S under the U.S. Securities Act. See “Plan of Distribution” and “Offering and TransferRestrictions” for additional information about eligible offerees and transfer restrictions.

Joint Global Coordinators and Joint Bookrunners

Credit Suisse Deutsche Bank UniCredit Bank

The date of this Offering Memorandum is February 3, 2017.

TABLE OF CONTENTS

Page

NOTICE TO INVESTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . iiFORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . viiiINDUSTRY AND MARKET DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . xCERTAIN DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . xiiPRESENTATION OF FINANCIAL INFORMATION AND OTHER DATA . . . . . . . . . . . . . . . . . . . . . . . . xviEXCHANGE RATE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . xixSUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1CORPORATE STRUCTURE AND CERTAIN FINANCING ARRANGEMENTS . . . . . . . . . . . . . . . . . . . 11THE OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION AND OTHER DATA . . . 20RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OTHER INFORMATION . . . . . . . . . 65MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67INDUSTRY OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 135PRINCIPAL SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 140RELATED PARTY TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 144DESCRIPTION OF CERTAIN FINANCING ARRANGEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145DESCRIPTION OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 164BOOK-ENTRY, DELIVERY AND FORM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 240TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 245PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 256OFFERING AND TRANSFER RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 258LIMITATIONS ON VALIDITY AND ENFORCEABILITY OF THE GUARANTEES AND SECURITY

INTERESTS AND CERTAIN INSOLVENCY LAW CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . 261SERVICE OF PROCESS AND ENFORCEMENT OF JUDGMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 305LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 310INDEPENDENT AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 311AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 312LISTING AND GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 313INDEX TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1

i

NOTICE TO INVESTORS

This Offering Memorandum is confidential. The Issuer has prepared this Offering Memorandum solely for use inconnection with the proposed offering of the Notes. This Offering Memorandum is personal to each offeree anddoes not constitute an offer to any other person or to the public generally to subscribe for or otherwise acquiresecurities. Distribution of this Offering Memorandum to any person other than the offeree and any personretained to advise such offeree with respect to its purchase is unauthorized, and any disclosure of any of itscontents, without the Issuer’s prior written consent, is prohibited. By accepting delivery of this OfferingMemorandum, you agree to the foregoing and to make no photocopies of this Offering Memorandum or anydocuments referred to herein.

Credit Suisse Securities (Europe) Limited, Deutsche Bank AG, London Branch and UniCredit Bank AG (the“Initial Purchasers”), The Law Debenture Trust Corporation p.l.c. (the “Trustee”) and the Agents (as definedhereinafter) make no representation or warranty, express or implied, as to the accuracy or completeness of theinformation set forth in this Offering Memorandum. Nothing contained in this Offering Memorandum is orshould be relied upon as a promise or representation by the Initial Purchasers as to the past or the future. Youagree to the foregoing by accepting receipt of this Offering Memorandum.

Except as provided below, we accept responsibility for the information contained in this Offering Memorandum.We have made all due inquiries and confirm that to the best of our knowledge and belief, the informationcontained in this Offering Memorandum is in accordance with the facts and does not omit anything likely toaffect the import of such information. The information set out in relation to sections of this OfferingMemorandum describing clearing and settlement arrangements, including the section entitled “Book-Entry,Delivery and Form,” is subject to change in or reinterpretation of the rules, regulations and procedures ofEuroclear or Clearstream currently in effect. While the Issuer accepts responsibility for accurately extracting andsummarizing the information concerning Euroclear and Clearstream, the Issuer does not accept furtherresponsibility in respect of such information. In addition, this Offering Memorandum contains summariesbelieved to be accurate with respect to certain documents, but reference is made to the actual documents forcomplete information. All such summaries are qualified in their entirety by such reference. Copies of documentsreferred to herein will be made available to prospective investors upon request to the Issuer. The information inthis Offering Memorandum is current only as of the date on its cover, and may change after that date. For anytime after the cover date of this Offering Memorandum, the Issuer does not represent that its affairs are the sameas described or that the information in this Offering Memorandum is correct, nor does the Issuer imply thosethings by delivering this Offering Memorandum or selling Notes to you. References to any website containedherein do not form a part of this Offering Memorandum.

By accepting delivery of this Offering Memorandum, you acknowledge that you have had an opportunity torequest from the Issuer for review, and that you have received, all additional information you deem necessary toverify the accuracy and completeness of the information contained in this Offering Memorandum. You furtheragree to the foregoing restrictions, to make no photocopies of this Offering Memorandum or any documentsreferred to herein and not to use any information herein for any purpose other than considering an investment inthe Notes. You also acknowledge that you have not relied on the Initial Purchasers in connection with yourinvestigation of the accuracy of this information or your decision whether to invest in the Notes. You shouldconsult your own legal, tax and business advisors regarding an investment in the Notes. Information in thisOffering Memorandum is not legal, tax or business advice.

You may not use any information herein for any purpose other than considering an investment in the Notes.

The Issuer reserves the right to withdraw this offering of the Notes at any time. The Issuer and the InitialPurchasers reserve the right to reject any offer to purchase the Notes in whole or in part for any reason or for noreason and to allot to any prospective purchaser less than the full amount of the Notes sought by such purchaser.

Neither the U.S. Securities and Exchange Commission, any U.S. state securities commission nor anynon-U.S. securities authority nor other authority has approved or disapproved the Notes or determined ifthis Offering Memorandum is truthful or complete. Any representation to the contrary is a criminaloffense.

This Offering Memorandum is not an offer to sell the Notes and it is not soliciting an offer to buy any Notes inany jurisdiction in which such offer or sale is not permitted.

ii

The distribution of this Offering Memorandum and the offer and sale of the Notes may, in certain jurisdictions,be restricted by law. None of the Issuer or the Initial Purchasers represent that this Offering Memorandum maybe lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registrationor other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume anyresponsibility for facilitating any such distribution or offering. None of the Issuer or the Initial Purchasers shallhave any responsibility for any of the foregoing legal requirements. In particular, no action has been taken by anyof the Issuer or the Initial Purchasers which would permit a public offering of any Notes or distribution of thisOffering Memorandum in any jurisdiction where action for that purpose is required. Accordingly, no Notes maybe offered or sold, directly or indirectly, and neither this Offering Memorandum nor any advertisement or otheroffering material may be distributed or published in any jurisdiction, except under circumstances that will resultin compliance with all applicable laws and regulations.

Each purchaser of the Notes must comply with all applicable laws and regulations in force in each jurisdiction inwhich it purchases, offers or sells the Notes or possesses or distributes this Offering Memorandum, and mustobtain any consent, approval or permission required for the purchase, offer or sale by it of the Notes under thelaws and regulations in force in any jurisdiction to which it is subject or in which it makes purchases, offers orsales. Persons into whose possession this Offering Memorandum or any Notes may come must informthemselves about, and observe, any such restrictions on the distribution of this Offering Memorandum and theoffering and sale of Notes. In particular, there are restrictions on the offer and sale of the Notes, and thecirculation of documents relating thereto, in certain jurisdictions including the United States and the UnitedKingdom and to persons connected therewith. See “Notice to Investors.” We do not make any representation toyou that the Notes are a legal investment for you.

We have applied to have the Notes listed on the Official List of the Luxembourg Stock Exchange and admittedfor trading on the Euro MTF Market of the Luxembourg Stock Exchange. In the course of any review by thecompetent authority, we may be required (under applicable law, rules, regulations or guidance applicable to thelisting of securities or otherwise) to make certain changes or additions to or deletions from the description of ourbusiness, financial statements and other information contained herein in producing listing particulars for suchlisting. Comments by the competent authority may require significant modification or reformulation ofinformation contained in this Offering Memorandum or may require the inclusion of additional information inthe listing particulars. We may also be required to update the information in this Offering Memorandum to reflectchanges in our business, financial condition or results of operations and prospects since the publication of thisOffering Memorandum. We cannot guarantee that such application for the admission of the Notes to listing onthe Official List of the Luxembourg Stock Exchange and trading on the Euro MTF Market will be approved as ofthe settlement date for the Notes or at any time thereafter, and settlement of the Notes is not conditioned onobtaining this listing. Following the listing, the relevant listing particulars will be available at the offices of theListing Agent (as defined hereinafter). Any investor or potential investor in the European Economic Area (the“EEA”) should not base any investment decision relating to the Notes on the information contained in thisOffering Memorandum after publication of the listing particulars and should refer instead to those listingparticulars.

In connection with the Offering, the Initial Purchasers are not acting for anyone other than the Issuer and will notbe responsible to anyone other than the Issuer for providing the protections afforded to their clients nor forproviding advice in relation to the Offering.

This Offering Memorandum will be available on the website of the Luxembourg Stock Exchange.

Stabilization

IN CONNECTION WITH THE OFFERING, CREDIT SUISSE SECURITIES (EUROPE) LIMITED(THE “STABILIZING MANAGER”) (OR PERSONS ACTING ON BEHALF OF THE STABILIZINGMANAGER) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TOSUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICHMIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THESTABILIZING MANAGER (OR PERSONS ACTING ON THEIR BEHALF OF THE STABILIZINGMANAGER) WILL UNDERTAKE STABILIZATION ACTION. ANY STABILIZATION ACTION MAYBEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE FINALTERMS OF THE OFFER OF THE NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANYTIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 CALENDAR DAYS AFTER THEDATE ON WHICH THE ISSUER HAS RECEIVED THE PROCEEDS OF THE ISSUE AND 60CALENDAR DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES.

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Notice to Investors in the United States

This Offering Memorandum is being (1) submitted on a confidential basis in the United States to a limitednumber of QIBs for informational use solely in connection with the consideration of the purchase of the Notesand (2) to investors outside the United States who are not U.S. persons in connection with offshore transactionscomplying with Rule 903 or Rule 904 of Regulation S under the U.S. Securities Act. Prospective investors arehereby notified that sellers of the Notes may be relying on the exemption from the provision of Section 5 of theU.S. Securities Act provided by Rule 144A. Its use for any other purpose in the United States is not authorized. Itmay not be copied or reproduced in whole or in part nor may it be distributed or any of its contents disclosed toanyone other than the prospective investors to whom it is originally submitted. In making any purchase of Notes,you will be deemed to have made certain acknowledgments, representations and agreements as stated elsewherein this Offering Memorandum.

For the Offering, the Issuer and the Initial Purchasers are relying upon exemptions from registration under theU.S. Securities Act for offers and sales of securities which do not involve a public offering, including Rule 144Aunder the U.S. Securities Act. Prospective investors are hereby notified that sellers of the Notes may be relyingon the exemption from the provision of Section 5 of the U.S. Securities Act provided by Rule 144A. The Notesare subject to restrictions on transferability and resale. Purchasers of the Notes may not transfer or resell theNotes except as permitted under the U.S. Securities Act and applicable U.S. state securities laws. See “Notice toInvestors.”

The Notes have not been approved or disapproved by the U.S. Securities and Exchange Commission or any othersecurities commission or regulatory authority in the United States, nor have the foregoing authorities approvedthis Offering Memorandum or confirmed the accuracy or determined the adequacy of the information containedin this Offering Memorandum. Any representation to the contrary is a criminal offense in the United States.

Notice to Certain European Investors

European Economic Area. This Offering Memorandum has been prepared on the basis that all offers of theNotes will be made pursuant to an exemption under Article 3 of the Prospectus Directive, as amended, asimplemented in member states of the European Economic Area (the “EEA”), from the requirement to produce aprospectus for offers of the Notes. Accordingly, any person making or intending to make any offer within theEEA of the Notes should only do so in circumstances in which no obligation arises for us or the Initial Purchasersto produce a prospectus for such offer. Neither we nor the Initial Purchasers have authorized, nor do theyauthorize, the making of any offer of Notes through any financial intermediary, other than offers made by theInitial Purchasers, which constitute the final placement of the Notes contemplated in this Offering Memorandum.The expression “Prospectus Directive” means Directive 2003/71/EC of the European Parliament and of theCouncil of November 4, 2003 on the prospectus to be published when securities are offered to the public oradmitted to trading and amending Directive 2001/34/EC and amendments thereto (including the 2010 PDAmending Directive), and includes any relevant implementing measure in the Relevant Member State (as definedbelow). The expression “2010 PD Amending Directive” means Directive 2010/73/EU of the EuropeanParliament and of the Council of November 24, 2010 amending Directives 2003/71/EC on the prospectus to bepublished when securities are offered to the public or admitted to trading and 2004/109/EC on the harmonizationof transparency requirements in relation to information about issuers whose securities are admitted to trading ona regulated market.

In relation to each Member State of the EEA that has implemented the Prospectus Directive (each, a “RelevantMember State”), including each Relevant Member State that has implemented the 2010 PD AmendingDirective, with effect from and including the date on which the Prospectus Directive is implemented in thatRelevant Member State, the offer is not being made and will not be made to the public of any Notes which arethe subject of the Offering contemplated by this Offering Memorandum to the public in that Relevant MemberState, other than:

(a) to any legal entity that is a “qualified investor” as defined in the Prospectus Directive;

(b) to fewer than 150, natural or legal persons (other than “qualified investors” as defined in the ProspectusDirective), subject to obtaining the prior consent of the relevant Initial Purchaser or the Initial Purchasersnominated by us for any such offer); or

(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive;

provided that no such offer of the Notes shall require us or the Initial Purchasers to publish a prospectuspursuant to Article 3 of the Prospectus Directive.

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For the purposes of this provision, the expression an “offer of Notes to the public” in relation to any Notes inany Relevant Member State means the communication in any form and by any means of sufficient informationon the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribefor the Notes, as such expression may be varied in the Relevant Member State by any measure implementing theProspectus Directive in that Relevant Member State.

Each subscriber for or purchaser of the Notes in the Offering located within a Relevant Member State will bedeemed to have represented, acknowledged and agreed that it is a “qualified investor” within the meaning ofArticle 2(1)(e) of the Prospectus Directive. We, the Initial Purchasers and their affiliates and others will relyupon the truth and accuracy of the foregoing representation, acknowledgment and agreement. Notwithstandingthe above, a person who is not a “qualified investor” and who has notified the Initial Purchasers of such fact inwriting may, with the consent of the Initial Purchasers, be permitted to subscribe for or purchase the Notes in theOffering.

United Kingdom. The applicable provisions of the United Kingdom Financial Services and Markets Act 2000(the “FSMA”) must be complied with in respect of anything done in relation to the Notes in, from or otherwiseinvolving the United Kingdom. This Offering Memorandum is for distribution only to, and is only directed at,persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of theFinancial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, (the “FinancialPromotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (high net-worth companies,unincorporated associations, etc.) of the Financial Promotion Order, (iii) are outside the United Kingdom or(iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning ofsection 21 of the FSMA) in connection with the issue or sale of any Notes may otherwise lawfully becommunicated (all such persons together being referred to as “relevant persons”). This Offering Memorandumis directed only at relevant persons and must not be acted on or relied on by persons who are not relevantpersons. Any investment or investment activity to which this document relates is available only to relevantpersons and will be engaged in only with relevant persons. The Notes are being offered solely to “qualifiedinvestors” as defined in Article 2 of the Prospectus Directive and accordingly the offer of Notes is not subject tothe obligation to publish a prospectus within the meaning of the Prospectus Directive.

Republic of Italy. The Offering has not been cleared by the Commissione Nazionale per la Società e la Borsa(“CONSOB”) (the Italian securities exchange commission), pursuant to Italian securities legislation.Accordingly, no Notes may be offered, sold or delivered, directly or indirectly nor may copies of this OfferingMemorandum or of any other document relating to the Notes be distributed in the Republic of Italy, except (a) toqualified investors (investitori qualificati) as defined in Article 26, first paragraph, letter (d) of CONSOBRegulation No. 16190 of October 29, 2007, as amended (“Regulation No. 16190”), pursuant to Article 34-ter,first paragraph letter (b) of CONSOB Regulation No. 11971 of May 14,1999, as amended (the “IssuerRegulation”), implementing Article 100 of Italian Legislative Decree No. 58 of February 24, 1998, as amended(the “Italian Financial Act”); and (b) in any other circumstances which are exempted from the rules on publicofferings pursuant to Article 100 of the Italian Financial Act and the implementing CONSOB regulations,including the Issuer Regulation.

Each Initial Purchaser has represented and agreed that any offer, sale or delivery of the Notes or distribution ofcopies of this Offering Memorandum or of any other document relating to the Notes in the Republic of Italy willbe carried out in accordance with all Italian securities, tax and exchange control and other applicable laws andregulations.

Any such offer, sale or delivery of the Notes or distribution of copies of this Offering Memorandum or any otherdocument relating to the Notes in the Republic of Italy according to the provisions above must be:

(a) made by an investment firm, bank or financial intermediary permitted to conduct such activities in theRepublic of Italy in accordance with the Italian Financial Act, Italian Legislative Decree No. 385 ofSeptember 1,1993, Regulation No. 16190 (in each case, as amended from time to time) and any otherapplicable laws and regulations;

(b) in compliance with all relevant Italian securities, tax and exchange control and other applicable laws andregulations and any other applicable requirement or limitation that may be imposed from time to time byCONSOB, the Bank of Italy or any other relevant Italian authorities.

Any investor purchasing the Notes is solely responsible for ensuring that any offer or resale of the Notes by suchinvestor occurs in compliance with applicable laws and regulations.

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For selling restrictions in respect of Italy, see also “Notice to Certain European Investors—European EconomicArea” above.

France. This Offering Memorandum has not been prepared and is not being distributed in the context of a publicoffering of financial securities in France (offre au public de titres financiers) within the meaning of ArticleL.411-1 of the French Code monétaire et financier and Title I of Book II of the Règlement Général de l’Autoritédes marchés financiers (the French Financial Markets Authority) (the “AMF”). This Offering Memorandum hasnot been approved by, registered or filed with the AMF, nor any competent authority of another Member State ofthe EEA that would have notified its approval to the AMF under the Prospectus Directive as implemented inFrance and in any Relevant Member State. Consequently, the Notes may not be, directly or indirectly, offered orcaused to be offered or sold to the public in France, and neither this Offering Memorandum nor any offering ormarketing materials or information relating to the Notes has been and will be made available, released, issued ordistributed or caused to be made available, released, issued or distributed to the public in France or used inconnection with any offer for subscription or sales of the Notes to the public in France in any way that wouldconstitute, directly or indirectly, an offer to the public in France.

Offers, sales and distributions have only been and shall only be made in France to qualified investors(investisseurs qualifies) acting for their own account and/or to providers of investment services relating toportfolio management for the account of third parties (personnes fournissant le service d’investissement degestion de portefeuille pour le compte de tiers), all as defined in and in accordance with Articles L.411-1,L.411-2, D.411-1, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier and applicableregulations thereunder.

Prospective investors are informed that:

(1) this Offering Memorandum has not been and will not be submitted for clearance to the AMF;

(2) in compliance with Articles L.411-2, D.411-1, D.744-1, D.754-1 and D.764-1 of the French Code monétaireet financier, any qualified investors subscribing for the Notes should be acting for their own account; and

the direct and indirect distribution or sale to the public of the Notes acquired by them may only be made incompliance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Codemonétaire et financier.

Germany. The Offering of the Notes is not a public offering in the Federal Republic of Germany. The Notes maynot be offered and sold in the Federal Republic of Germany except in accordance with the provisions of theSecurities Prospectus Act of the Federal Republic of Germany (Wertpapierprospektgesetz) (the “GermanSecurities Prospectus Act”), as amended, the Commission Regulation (EC) No. 809/2004 of April 29, 2014 asamended, and any other laws applicable in Germany. This Offering Memorandum has not been and will not besubmitted to, nor has it been nor will it be approved by, the German Federal Financial Supervisory Authority(Bundesanstalt für Finanzdienstleistungsaufsicht) (“BaFin”). BaFin has not obtained and will not obtain anotification from another competent authority of a member state of the European Economic Area, with which asecurities prospectus may have been filed, pursuant to Section 17 Para. 3 of the German Securities ProspectusAct. The Notes must not be distributed within Germany by way of a public offer, public advertisement or in anysimilar manner, and this Offering Memorandum and any other document relating to the Notes, as well asinformation contained therein, may not be supplied to the public in Germany or used in connection with any offerfor subscription of Notes to the public in Germany. Consequently, in Germany the Notes will only be availableto, and this Offering Memorandum and any other offering material in relation to the Notes is directed only at,persons who are qualified investors (qualifizierte Anleger) within the meaning of Section 2 No. 6 of the GermanSecurities Prospectus Act. Any resale of the Notes in Germany may only be made in accordance with the GermanSecurities Prospectus Act and other applicable laws.

Notice to Canadian Investors

The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that areaccredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) ofthe Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 RegistrationRequirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Notes must be made inaccordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicablesecurities laws.

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Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies forrescission or damages if this Offering Memorandum (including any amendment thereto) contains amisrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within thetime limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser shouldrefer to any applicable provisions of the securities legislation of the purchaser’s province or territory forparticulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (“NI 33-105”), the InitialPurchasers are not required to comply with the disclosure requirements of NI 33-105 regarding underwriterconflicts of interest in connection with this Offering.

For a further description of certain restrictions on offers and sales of the Notes and the distribution of thisOffering Memorandum, see “Offering and Transfer Restrictions.”

THIS OFFERING MEMORANDUM CONTAINS IMPORTANT INFORMATION WHICH YOUSHOULD READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT INTHE NOTES.

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FORWARD-LOOKING STATEMENTS

This Offering Memorandum contains forward-looking statements. These forward- looking statements include,but are not limited to, all statements other than statements of historical fact contained in this OfferingMemorandum, including, without limitation, those regarding our intentions, beliefs or current expectationsconcerning, among other things, our future financial conditions and performance, results of operations andliquidity, our strategy, plans, objectives, prospects, growth, goals and targets, future developments in the marketsin which we participate or are seeking to participate, behavior of and trends with our customers and end-users ofour products, and anticipated regulatory environment in which we operate. These forward-looking statements canbe identified in some cases by the use of certain terms, including without limitation, “aim,” “anticipate,”“assume,” “believe,” “could,” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “may,” “plan,” “project,”“risk,” “should,” “will,” and their negatives, other similar expressions or other variations or comparableterminology that are predictions of or otherwise indicate future events or trends identify forward- lookingstatements. By their nature, forward-looking statements involve known and unknown risks, uncertainties andother factors that are in some cases beyond our control. Forward-looking statements are not guarantees of futureperformance. These risks, uncertainties and factors may cause our actual results, performance or achievements todiffer materially from those expressed or implied by the forward-looking statements (and from past results,performances or achievements). Factors that may cause these differences include but are not limited to the risksdescribed under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results ofOperations” and “Business.” These factors include, but are not limited to:

• royalties and other license fees required pursuant to our license agreements;

• our ability to negotiate, maintain and renew license agreements with our brands;

• the loss of one of our key license agreements;

• competition in our industry;

• risks related to changing consumer preferences;

• an inability to achieve our operating and strategic objectives;

• risks related to unfavorable economic and political conditions;

• the potential negative effects of the United Kingdom’s pending withdrawal from the European Union;

• adverse developments in sovereign debt markets and by the exit from the Eurozone of one or morecurrent Eurozone states;

• exchange rate fluctuations;

• risks related to compliance with anti-corruption laws, anti-bribery laws and regulations and economicsanctions programs;

• disruptions of operations at our manufacturing facilities or distribution centers or problems experiencedby third-party manufacturers or suppliers;

• risks related to vision correction alternatives to prescription glasses;

• inability to procure raw materials and semi-finished products on acceptable terms;

• risks related to our distribution network and level of inventory;

• the seasonality of our business;

• risks related to the international scope of our operations;

• risks related to changing environmental laws and regulations;

• risks related to the use of third-party distributors;

• risks related to tax rates, exposure to additional tax liabilities and tax audits;

• risk of liability and costs in connection with asbestos-containing materials at certain of our facilities;

• pursuing acquisitions or business combinations that prove unsuccessful or strain or divert ourresources;

• the need to protect our license and trademark rights;

• risks related to our advertising and promotional activities;

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• risks related to diverting cash flow into required capital expenditures;

• risks related to our exposure to the credit risk of our customers;

• risks related to rising employment costs;

• risks related to our dependence on our IT systems;

• risks related to limits on insurance;

• risks related to attrition among key employees and management;

• risks related to compliance with anti-competition laws;

• risks related to litigation;

• risks related to labor disruptions;

• risks related to certification standards set by third party industry bodies;

• risks related to our participation in joint venture agreements;

• a failure to satisfy the conditions required to conduct the Marcolin Capital Increase or complete theM/L JV Formation;

• risks related to our capital structure;

• risks related to our indebtedness;

• risks related to the Notes, the Guarantees and the Collateral; and

• the other risks described under “Risk Factors.”

The foregoing factors and others described under “Risk Factors” should not be construed as exhaustive. We urgeyou to read the sections of this Offering Memorandum entitled “Risk Factors,” “Management’s Discussion andAnalysis of Financial Condition and Results of Operations,” “Industry Overview,” “Business” and “Limitationson Validity and Enforceability of the Guarantees and Security Interests and Certain Insolvency LawConsiderations” for a more complete discussion of the factors that could affect the Group’s future performanceand the markets in which it operates. In light of these risks, uncertainties and assumptions, the forward-lookingevents described in this Offering Memorandum may not occur. These forward-looking statements speak only asof the date on which the statements were made. We undertake no obligation to update or revise anyforward-looking statement or risk factors, whether as a result of new information, future events or developmentsor otherwise. All subsequent written and oral forward-looking statements attributable to us or to persons actingon our behalf are expressly qualified in their entirety by the cautionary statements referred to above andcontained elsewhere in this Offering Memorandum, including those set forth under “Risk Factors.”

You should not place undue reliance on these forward-looking statements because they reflect our judgment atthe date of this Offering Memorandum. Forward-looking statements are not intended to give any assurances as tofuture results. We will not normally publicly release any revisions we may make to these forward-lookingstatements that may result from events or circumstances arising after the date of this Offering Memorandum orotherwise.

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INDUSTRY AND MARKET DATA

Unless otherwise stated, all information regarding markets, market position and other industry data contained inthis Offering Memorandum is based on our own estimates, internal surveys, market research, customer feedback,publicly available information and industry reports prepared by consultants. In many cases, there is no readilyavailable external information (whether from trade associations, government bodies, other industry organizationsor competitors) to validate market-related analyses and estimates, and we instead rely on our own internallydeveloped estimates.

We include in this Offering Memorandum certain information and data prepared and published in January 2017by Taiyou Research from Marketresearch.com (“Taiyou Research”) on the size of the sunglasses andprescription frames markets both on a historical and forecast basis. Taiyou Research reports on the size of theglobal retail market for prescription frames and sunglasses as a whole, for certain sub-categories within thosemarkets and by geography.

In addition, we have made estimates of the size, geographic spread and success of our competitors’ businesses inthe market for prescription frames and sunglasses, and of market trends more generally. These estimates arebased on a number of factors which include, but are not limited to, the following:

• our assessment of our competitors’ brand portfolios, positions and capabilities;

• information published by our competitors, including their financial statements and securities filings;

• our estimates of the relative proportion that sales of prescription frames and sunglasses constitute ofour competitors’ businesses;

• additional information obtained from customers, consultants and other contacts within the industries inwhich we operate;

• our regular discussions with customers across our product categories in respect of current and futuremarket trends;

• our knowledge of the product categories and geographies in which we operate; and

• our management estimates, experiences and our own interpretation of material conditions within ourindustry.

Our estimates involve risks and uncertainties and are subject to change based on various factors. In consideringthe industry and market data included in this Offering Memorandum, prospective investors should note that thisinformation is subject to considerable uncertainty due to differing definitions of the relevant markets and marketsegments described, the lack of public data and the assumptions we have made in compiling data from varioussources. Any third party sources we use, including the data provided by Taiyou Research, generally state that theinformation contained therein has been obtained from sources believed to be reliable, but that the accuracy andcompleteness of such information are not guaranteed, and that the projections they contain are based onsignificant assumptions. Similarly, while we believe that internal surveys, industry forecasts, customer feedbackand market research we have used in making our estimates are generally reliable, none of this data has beenindependently verified. Market data and statistics are inherently subject to uncertainties and not necessarilyreflective of actual market conditions. We cannot assure you that any of the assumptions that we have made incompiling this data are accurate or correctly reflect our position in the relevant markets. None of the Issuer, theGuarantors, PAI, the Initial Purchasers, the Trustee or the Agents makes any representation or warranty as to theaccuracy or completeness of the industry and market data set forth in this Offering Memorandum, and none ofthe foregoing has independently verified this information and cannot guarantee its accuracy. Unless otherwisestated, data on our market position and market share is based on net revenues for the year ended December 31,2015. Our estimates involve risks and uncertainties and are subject to change based on various factors. See “RiskFactors,” “Industry Overview” and “Business” for further discussion.

Trademarks and Trade Names

We own or have rights to certain trademarks or trade names that we use in conjunction with the operation of ourbusinesses. Each trademark, trade name or service mark of any other company appearing in this OfferingMemorandum belongs to its respective holder.

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License Duration and Average License Duration

In this Offering Memorandum, we refer to license duration, average license duration as of December 31, 2016,average length of license relationship with our top ten brands by net revenues upon the expiration of the currentlicense and percentage of net revenues generated for the year ended December 31, 2015 by products underlicenses with at least six years of residual life (beyond 2023). In each case, we assume both that we have satisfiedthe conditions for the automatic renewal of our one license subject to such automatic renewal and that we haveexercised our options to renew the relevant licenses that can be renewed at our sole discretion. Based on suchassumptions, our average license duration as of December 31, 2016 was 8.3 years, the average licenserelationship with our top ten brands by net revenues upon the expiration of the current license was 19 years andthe percentage of net revenues generated for the year ended December 31, 2015 by products under licenses withat least six years of residual life was 63.6%. Assuming, instead, that we do not satisfy the conditions for theautomatic renewal of our one license subject to such automatic renewal; our average license duration as ofDecember 31, 2016 was 7.1 years. The average license relationship with our top ten brands by net revenues uponexpiration of the current license was 18.5 years and the percentage of net revenues generated for the year endedDecember 31, 2015 by products under licenses with at least six years of residual life was 40.6%. In addition,average license duration as presented in this Offering Memorandum refers to the weighted average taking intoaccount the net revenues for the year ended December 31, 2015 of each such license.

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CERTAIN DEFINITIONS

As used in this Offering Memorandum:

• “3Cime” refers to 3 Cime S.p.A., a joint stock company (società per azioni) organized under laws ofItaly, the direct parent company of Marmolada and the issuer the Vendor Loan Note;

• “Agents” refers to the Paying Agent, the Transfer Agent, the Calculation Agent, the Registrar, theLuxembourg Listing Agent and the Security Agent, collectively, as each institution is identified under“Listing and General Information”;

• “Aviator” refers to a style of sunglasses first developed by Ray-Ban in 1936 for pilots that consist ofbroad, dark, reflective slightly convex lenses that cover the entire range of the human eye with thinmetal frames, often with double or triple bridge and bayonet earpieces;

• “Collateral” refers to the first-ranking security interests, subject to the provisions of the IntercreditorAgreement and applicable law, which will, within ten business days of the Issue Date be granted tosecure the Notes and the Issuer’s obligations under the New Revolving Credit Facility Agreement, andconsisting of (subject to the release provisions in the Indenture): (i) a pledge over all of the shares ofthe Issuer held by Marmolada, which will constitute (a) 100% of the share capital of the Issuer on theIssue Date and (b) no less than (x) 90% of the share capital of the Issuer following the Marcolin CapitalIncrease or (y) in the event of the subsequent exercise by LVMH of its rights to acquire additionalshares of the Issuer pursuant to the PAI/LVMH Shareholders’ Agreement, no less than 82.5%, (ii)pledges over all of the shares of Marcolin USA, Marcolin UK, Marcolin France and MarcolinGermany; (iii) a pledge over all of the material assets of Marcolin USA; and (iv) an assignment of theIssuer’s receivables under the Intercompany Loans;

• “CONSOB” refers to the Commissione Nazionale per le Società e la Borsa, the Italian securities andfinancial markets regulator;

• “Cristallo” refers to Cristallo S.p.A., the former direct parent company of the Issuer that merged withand into the Issuer on October 29, 2013;

• “EU” refers to the European Union;

• “Euro” or “€” to the single currency of the participating member states of the European and MonetaryUnion of the Treaty Establishing the European Community, as amended from time to time;

• “Eurozone” refers to the member states of the EU participating in the European Monetary Union;

• “Existing 2019 Notes” refers to the Issuer’s €200,000,000 8.50% senior secured notes due 2019,issued on November 7, 2013;

• “Existing Proceeds Loan” refers to the loan by the Issuer to M-USA (now Marcolin USA) of certainof the proceeds from the offering of the Existing 2019 Notes and amounts paid to the Issuer byMarmolada by way of an equity capital injection, as amended on or about the Issue Date, and that willremain outstanding following the Refinancing (see “Description of Certain Financing Arrangements—Intercompany Loans”) ;

• “Existing Revolving Credit Facility” refers to the revolving credit facility available pursuant to theterms of the Existing Revolving Credit Facility Agreement, to be terminated and replaced by the NewRevolving Credit Facility available under the New Revolving Credit Facility Agreement;

• “Existing Revolving Credit Facility Agreement” refers to the Group’s revolving credit facilityagreement dated November 14, 2013, to be terminated and replaced on or prior to the Issue Date by theNew Revolving Credit Facility Agreement;

• “Group,” “us,” “we,” “our” and “Marcolin” refers to Marcolin S.p.A. and its Subsidiaries, unless asindicated or the context requires otherwise;

• “Guarantees” refers to the guarantees of the Notes offered hereby to be extended by the Guarantors;

• “Guarantors” refers to Marcolin USA, Marcolin UK, Marcolin France and Marcolin Germany;

• “HVHC” refers to HVHC Inc., a corporation organized under the laws of the State of Delaware, andthe seller in the Viva Acquisition;

• “IFRS” refers to International Financial Reporting Standards as adopted by the European Union;

• “Indenture” refers to the indenture related to the Notes to be dated the Issue Date between, among,inter alios, the Issuer, the Guarantors, the Trustee and Security Agent;

• “Initial Purchasers” refers to Credit Suisse Securities (Europe) Limited, Deutsche Bank AG, LondonBranch and UniCredit Bank AG;

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• “Intercreditor Agreement” refers to the intercreditor agreement dated on or about the Issue Datebetween, inter alios, the Issuer, the RCF Agent, the Trustee, the Security Agent and the Mandated LeadArrangers (see “Description of Certain Financing Arrangements—Intercreditor Agreement”);

• “Issue Date” refers to the date of original issuance of the Notes;

• “Issuer” refers to Marcolin S.p.A.;

• “Italian Civil Code” refers to the Italian civil code (codice civile), enacted by Italian Royal DecreeNo. 22 of March 16, 1942, as subsequently amended and supplemented from time to time;

• “Italy” refers to the Republic of Italy;

• “LVMH” refers to LVMH Moët Hennessy Louis Vuitton SE, a European public company (societasEuropaea) organized under the laws of the European Union;

• “M/L JV” refers to the joint venture between the Issuer and LVMH, to be organized as a joint stockcompany (società per azioni) under the laws of Italy, in which the Issuer is a minority shareholder;

• “M/L JV Formation” has the meaning described under “Summary—Recent Developments—JointVenture with LVMH”;

• “M/L JVA” refers to the joint venture agreement by and between the Issuer and LVMH dated as ofJanuary 31, 2017;

• “MAG” refers to the minimum annual guaranteed amount payable by a licensee to a licensor under alicense agreement;

• “Made in Italy” refers to products that are compliant with applicable EU and Italian law and can carrythe Made in Italy label indicating that they were entirely produced in Italy or their last significanttransformation occurred in Italy;

• “Mandated Lead Arrangers” refers to Credit Suisse International, Deutsche Bank AG, LondonBranch and UniCredit S.p.A.;

• “Marcolin do Brasil” refers to Marcolin do Brasil Ltda, a company incorporated under the laws ofBrasil;

• “Marcolin Capital Increase” refers to the capital increase of the Issuer of 6,828,708 new Class Bshares, to be subscribed to by LVMH for €21.9 million and undertaken in connection with the M/L JVFormation;

• “Marcolin France” refers to Marcolin France S.A.S., a simplified joint stock company (société paractions simplifiée) organized under the laws of France;

• “Marcolin Germany” refers to Marcolin (Deutschland) GmbH, a limited liability company(Gesellschaft mit beschränkter Haftung) organized under the laws of Germany;

• “Marcolin Group” refers to the Issuer and its Subsidiaries, unless the context requires otherwise or isclear from the context, provided, however, that the term excludes the former Viva Group prior to thecompletion of the Viva Acquisition and includes Cristallo for certain historical periods prior to themerger of Cristallo with and into the Issuer;

• “Marcolin Technical Services” or “MTS” refers to Marcolin Technical Services (Shenzhen) Co. Ltd.,a limited company organized under the laws of the People’s Republic of China;

• “Marcolin UK” refers to Marcolin (UK) Ltd, a private limited company incorporated under the laws ofEngland;

• “Marcolin USA” refers to Marcolin U.S.A. Eyewear Corp., a corporation organized under the laws ofthe State of New Jersey, previously named Viva Optique Inc., each of Marcolin USA, Inc., VivaEuropa, Inc., Viva International, Inc. and Viva IP, Corp. were merged with and into Marcolin USA onJanuary 1, 2015;

• “Marmolada” refers to Marmolada S.p.A., a joint stock company (società per azioni) organized underthe laws of Italy and the direct parent holding company of the Issuer;

• “M-USA” refers to Marcolin USA, Inc., a corporation formed under the laws of the state of New York,and merged with and into Marcolin USA on January 1, 2015;

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• “New Revolving Credit Facility” refers to the revolving credit facility available pursuant to the termsof the New Revolving Credit Facility Agreement, and replacing the Existing Revolving Credit Facility;

• “New Revolving Credit Facility Agreement” refers to the revolving credit facility agreement that willbe entered into on or before the Issue Date between, inter alios, the Issuer, the RCF Agent, theMandated Lead Arrangers and the Security Agent (see “Description of Certain FinancingArrangements—New Revolving Credit Facility”);

• “Non-Guarantor Subsidiaries” refers to those Subsidiaries of the Issuer that are not Guarantors;

• “North America” refers to the United States and Canada, collectively;

• “Notes” refers to the €250,000,000 aggregate principal amount of Senior Secured Floating Rate Notesdue 2023 offered hereby;

• “Offering” refers to the offering of the Notes pursuant to this Offering Memorandum;

• “PAI” refers to PAI Partners S.A.S., a major European private equity firm that manages and advisesbuyout funds with combined commitments in excess of approximately €7.9 billion;

• “PAI/LVMH Shareholders’ Agreement” refers to the shareholders’ agreement between, inter alia,LVMH, PAI and Tofane S.A. (an indirect holding company of the Issuer) entered into on January 31,2017, in connection with the execution of the M/L JVA;

• “POS” refers to points of sale where sales of eyewear are made (e.g., independent optician, opticalchain, duty-free store, department store and licensed brand store);

• “RCF Agent” refers to UniCredit Bank AG, Milan Branch in its capacity as agent under the NewRevolving Credit Facility;

• “Refinancing” has the meaning described under “Summary—The Refinancing”;

• “Security Agent” refers to UniCredit Bank AG, Milan Branch in its capacity as security agent underthe Indenture and the New Revolving Credit Facility;

• “Security Documents” means the security agreements defining the terms of the Collateral that secureor will secure the Notes and the Guarantees, as described in more detail under “Description of theNotes—Security”;

• “Subsidiaries” refers to all consolidated subsidiaries of the Issuer;

• “Transactions” refers to, collectively, the Refinancing, the Vendor Loan Note Repayment, theMarcolin Capital Increase and the M/L JV Formation;

• “Trustee” refers to The Law Debenture Trust Corporation p.l.c., in its capacity as trustee, legalrepresentative (mandatario con rappresentanza) under the Indenture, common representative(rappresentante comune) of the holders of the Notes pursuant to Articles 2417 and 2418 of the ItalianCivil Code and as representative (rappresentante) pursuant to and for the purposes set forth underArticle 2414-bis, paragraph 3, of the Italian Civil Code;

• “United States” or “U.S.” refers to the United States of America;

• “U.S. dollar”, “$”, “dollar”, “U.S.$” refers to the lawful currency of the United States;

• “U.S. GAAP” refers to generally accepted accounting practices in the United States;

• “U.S. GAAS” refers to generally accepted auditing standards in the United States;

• “U.S. Securities Act” refers to the U.S. Securities Act of 1933, as amended;

• “Vendor Loan Note” refers to the unsecured and unguaranteed note issued by 3Cime and subscribedby HVHC in an amount of $30.0 million, used to partially finance the Viva Acquisition, which will berepaid;

• “Vendor Loan Note Repayment” has the meaning described under “Summary—RecentDevelopments—Vendor Loan Note Repayment”;

• “Viva” refers to Viva Optique, Inc., a corporation organized under the laws of the State of New Jersey,whose name was changed to Marcolin USA Eyewear Corp. on January 1, 2015;

• “Viva Acquisition” refers to the acquisition by M-USA of 100% of the share capital of Viva byM-USA and Marmolada pursuant to the Viva Acquisition Agreement, which was completed onDecember 3, 2013 (Marmolada subsequently assigned its rights and obligations under the VivaAcquisition Agreement to 3Cime);

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• “Viva Acquisition Agreement” refers to the share purchase agreement by and between M-USA andMarmolada, as acquirers, and HVHC, as seller, dated as of October 23, 2013, pursuant to whichM-USA and Marmolada purchased 100% of the share capital of Viva from HVHC (Marmoladasubsequently assigned its rights and obligations under the Viva Acquisition Agreement to 3Cime);

• “Viva Acquisition Deferred Payment” refers to the $3.0 million payment to HVHC on December 9,2016 in respect of the final installment of the deferred payment to HVHC as part of the VivaAcquisition (translated into €2.7 million using the exchange rate of $1.1128 per €1.00 as ofSeptember 30, 2016);

• “Viva Europa” refers to Viva Europa, Inc., a corporation organized under the laws of the State of NewJersey, and merged with and into Marcolin USA on January 1, 2015;

• “Viva Group” refers to Viva and its subsidiaries prior to the Viva Acquisition;

• “VRA” refers to the variable royalty amounts, which can be based on a percentage of net sales, someof which are subject to a minimum, which are payable by a licensee to a licensor under a licenseagreement.

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PRESENTATION OF FINANCIAL INFORMATION AND OTHER DATA

Issuer

The Issuer’s consolidated financial information included in this Offering Memorandum has been extracted orderived from:

(i) the unaudited interim condensed consolidated financial statements of the Issuer and its Subsidiaries as ofSeptember 30, 2016 and for the nine months ended September 30, 2015 and 2016, prepared in accordancewith International Accounting Standard 34 “Interim Financial Reporting” (the “Unaudited InterimCondensed Consolidated Financial Statements”); and

(ii) the audited consolidated financial statements of the Issuer and its Subsidiaries as of and for the years endedDecember 31, 2013, 2014 and 2015, prepared in accordance with IFRS, audited by PricewaterhouseCoopersS.p.A. (the “Audited Consolidated Financial Statements”) and containing the auditors’ reports therein.

We completed the Viva Acquisition on December 3, 2013 and began consolidating the results of the Viva Groupat and from that date. As a result, the Issuer’s consolidated income statement and cash flow statement for the yearended December 31, 2013 (when the results of the Viva Group were only consolidated with the results of theIssuer for approximately one month) are not directly comparable to those for the year ended December 31, 2014(when the results of the Viva Group were consolidated with the results of the Issuer for the entire period).

The Unaudited Interim Condensed Consolidated Financial Statements and the Audited Consolidated FinancialStatements are included in the F-Pages to this Offering Memorandum.

The Unaudited Interim Condensed Consolidated Financial Statements and the Audited Consolidated FinancialStatements contained in the F-Pages to this Offering Memorandum have been prepared in accordance with IFRSand should be read in conjunction with the relevant notes thereto. Prospective investors are advised to consulttheir professional advisors for an understanding of (i) the differences between IFRS and other systems ofgenerally accepted accounting principles and how those differences might affect the financial informationincluded in this Offering Memorandum and (ii) the effect that future additions to, or amendments of, IFRSprinciples may have on the Issuer’s results of operations and/or financial condition, as well as on thecomparability of the prior periods.

Historical audited and unaudited consolidated financial information is not necessarily indicative of futureexpected results. The financial information for the nine months ended September 30, 2016 is not necessarilyindicative of the results that may be expected for the year ended December 31, 2016, and should not be used asthe basis for or prediction of an annualized calculation.

Adjusted Information

We present in this Offering Memorandum certain financial information on an adjusted basis, to give effect to theRefinancing, as if the Refinancing had occurred on September 30, 2016, or October 1, 2015, as the contextrequires (the “Adjusted Information”). See “Summary Historical Consolidated Financial Information and OtherData” and “Capitalization,” and for a description of the pro forma effect of the Refinancing, including theissuance of the Notes offered hereby and the application of the proceeds thereof, see “Use of Proceeds.”

The Adjusted Information set forth elsewhere in this Offering Memorandum has not been prepared in accordancewith the requirements of Regulation S-X under the U.S. Securities Exchange Act of 1934, the ProspectusDirective or any generally accepted accounting standard, including U.S. GAAP. Neither the adjustments nor theresulting pro forma financial information have been audited or reviewed in accordance with InternationalStandards on Auditing (Italy) or any other auditing standards. The Adjusted Information should be read inconjunction with the historical consolidated financial statements and notes thereto of the Issuer, includedelsewhere in this Offering Memorandum and “Management’s Discussion and Analysis of Financial Conditionand Results of Operations.”

Twelve Months Ended September 30, 2016

The summary financial information for the twelve months ended September 30, 2016 is calculated by taking theresults of operations of the Issuer for the nine months ended September 30, 2016 and adding to it the differencebetween the results of operations of the Issuer for the full year ended December 31, 2015 and the nine monthsended September 30, 2015. The financial information for the twelve months ended September 30, 2016 is notnecessarily indicative of the results that may be expected for the year ended December 31, 2016, and should notbe used as the basis for or prediction of an annualized calculation.

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Non-IFRS Information

This Offering Memorandum includes financial indicators which are used by our management to monitor theeconomic, financial and operating performance of the Group, including EBITDA, Adjusted EBITDA, AdjustedEBITDA margin, Net Indebtedness, total financial debt, Capital Expenditure, Movements in Trade WorkingCapital, Movements in Working Capital and Operating Free Cash Flow.

EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Net Indebtedness, total financial debt, CapitalExpenditure, Movements in Trade Working Capital, Movements in Working Capital and Operating Free CashFlow are not recognized as measures of financial performance or liquidity under IFRS. Investors should not placeany undue reliance on these non-IFRS, measures as financial indicators and should not consider these measuresas: (a) an alternative to operating income or net income as determined in accordance with generally acceptedaccounting principles, or as measures of operating performance; (b) an alternative to cash flows from operating,investing or financing activities (as determined in accordance with generally accepted accounting principles), oras a measure of the ability to meet cash needs; or (c) an alternative to any other measures of performance undergenerally accepted accounting principles. These measures are not indicative of historical operating results, norare they meant to be predictive of future results. These measures are used to monitor the underlying performanceof the Issuer and its business and operations. Since all companies do not calculate these measures in an identicalmanner our presentation may not be consistent with similar measures used by other companies. In addition, thepresentation of this non-IFRS information is not intended to and does not comply with the reporting requirementsof the U.S. Securities and Exchange Commission (the “SEC”) and will not be subject to review by the SEC;compliance with its requirements would require us to make changes to the presentation of this information.Therefore, investors should not place undue reliance on this data.

EBITDA and Adjusted EBITDA are not measurements of performance under IFRS and you should not considerthem as an alternative to profit/(loss) before taxes or profit/(loss) for the period determined in accordance withIFRS, or, as the case may be, or to cash flows from/(used in) operating activities, cash from/(used in) investingactivities or cash flow from/(used in) financing activities. EBITDA and Adjusted EBITDA have limitations asanalytical tools, and you should not consider them in isolation. Some of these limitations are:

• they do not reflect our capital expenditures or future requirements for capital expenditures orcontractual commitments;

• they do not reflect changes in, or cash requirements for, our working capital needs;

• they do not reflect the significant financial expense, or the cash requirements necessary, to serviceinterest or principal payments on our indebtedness;

• although depreciation, amortization and write-offs are non-monetary items, the assets beingdepreciated, amortized and/or written-off will often need to be replaced in the future and EBITDA andAdjusted EBITDA do not reflect any cash requirements that would be required for such replacements;and

• the fact that other companies in our industry may calculate EBITDA and Adjusted EBITDA differentlythan we do, which limits their usefulness as comparative measures.

A more detailed explanation of each of the financial indicators and non-IFRS measures together with relevantreconciliations is provided in section “Selected Historical Consolidated Financial and Other Information.”

Geographic Information

In this Offering Memorandum, we present certain Group financial and business information by the followinggeographical divisions:

• Americas: Which includes North, Central and South America;

• Europe: Which is itself subdivided between:

• Italy; and

• Rest of Europe: Which primarily includes Benelux (Belgium, Netherlands and Luxembourg),France, Germany, Portugal, Russia, Spain, Sweden (servicing Nordic Europe, which includesDenmark, Finland, Iceland, Norway and Sweden), Switzerland and the United Kingdom;

• Asia: Which includes China, South Korea and the rest of the Asia Pacific region; and

• Rest of World: Which includes all countries and regions not covered in the above divisions, andprimarily the Mediterranean region (mainly Turkey, Greece, Israel and Cyprus), Africa, the MiddleEast and India.

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The geography of sale is attributed to the geographical area of the destination market. For example, all sales bythe Issuer or a Subsidiary into Japan are attributed towards sales for the geographical area “Asia,” regardless ofwhich Group company initiated the sale. Prior to 2016, the Group, in its financial statements, presented netrevenues based on the geography of the relevant parent or commercial subsidiary that generated the net revenues,including to buyers located in a different geographical area. Management believes that presenting net revenuesbased on the geographical area of the destination market provides better information for understanding theunderlying trends and factors affecting the Group’s net revenues.

The net revenues by geography included in this Offering Memorandum have been restated to present informationconsistently throughout the periods based on the geographic destination and therefore differ from the analysisprovided in the Audited Consolidated Financial Statements. See “Management’s Discussion and Analysis ofFinancial Condition and Results of Operations—Description of Key Line Items and Certain Key PerformanceIndicators—Net Revenues.”

Rounding

Certain numerical figures set out in this Offering Memorandum, including financial data presented in millions orthousands have been subject to rounding adjustments, and as a result, the totals of the data in this OfferingMemorandum may vary slightly from the actual arithmetic totals of such information.

Constant Currency Information

This Offering Memorandum includes information on a constant currency basis. We use this information to assesshow the underlying business has performed independent of fluctuations in foreign currency exchange rates. Wecalculate constant currency by applying the prior-period average foreign currency exchange rates to the current-period financial data expressed in the original currency, in order to eliminate the effect of foreign currencyexchange rate fluctuations. Although we do not believe that these measures are a substitute for GAAP measures,we do believe that such results excluding the effect of foreign currency fluctuations provide additional usefulinformation to investors regarding the operating performance on a local currency basis. For example, if a U.S.entity with U.S. Dollar functional currency recorded net revenues of U.S. $100 million for 2015 and 2014, wewould have reported €90.1 million in net revenues for 2015 (using the 2015 average exchange rate of 1.1096),representing a €14.9 million increase compared to €75.3 million reported for 2014 (using the 2014 averageexchange rate of 1.3285). The constant currency presentation would translate the 2015 net revenues using the2014 foreign currency exchange rates, and therefore indicate that the underlying net revenues on a constantcurrency basis was unchanged year-over-year.

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EXCHANGE RATE INFORMATION

In this Offering Memorandum:

• “$”, “dollar,” “U.S.$” or “U.S. dollar” refers to the lawful currency of the United States;

• “€” or “euro” refers to the single currency of the participating member states of the European andMonetary Union of the Treaty Establishing the European Community, as amended from time to time;

The following tables set forth, for the periods indicated, the period end, period average, high and low BloombergComposite Rates expressed in U.S. dollars per €1.00. The Bloomberg Composite Rate is a “best market”calculation, in which, at any point in time, the bid rate is equal to the highest bid rate of all contributing bankindications and the ask rate is set to the lowest ask rate offered by these banks. The Bloomberg Composite Rate isa mid-value rate between the applied highest bid rate and the lowest ask rate. The Bloomberg Composite Rate ofthe euro on February 2, 2017 was $1.0758 per €1.00.

U.S. dollar per €1.00

Period end Average(1) High Low

Year ended December 31,2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3764 1.3282 1.3808 1.27932014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2154 1.3285 1.3952 1.21542015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.0910 1.1096 1.2051 1.05272016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.0520 1.1069 1.1532 1.0389

U.S. dollar per €1.00

Period end Average(2) High Low

MonthJanuary 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.0797 1.0640 1.0797 1.0406February 2017 (through February 2, 2017) . . . . . . . . . . . . . . . . . . . . . . . 1.0758 1.0764 1.0769 1.0758

(1) The average rate for a year means the average of the Bloomberg Composite Rates on the last day of each month during a year.(2) The average rate for each month presented is based on the average Bloomberg Composite Rate for each business day of such month.

The above rates differ from the actual rates used in the preparation of the consolidated financial statements andother financial information appearing in this Offering Memorandum. Our inclusion of the exchange rates is notmeant to suggest that the euro amounts actually represent U.S. dollar amounts or that these amounts could havebeen converted into U.S. dollars at any particular