Ei Towers : Approval of the Issuer’s Announcement pursuant to Article 103, third paragraph of Legislative Decree of 24 February 1998 no. 58

BOARD OF DIRECTORS AUGUST 2, 2018

EI TOWERS S.P.A.: THE ISSUER'S ANNOUNCEMENT RELATED TO THE VOLUNTARY PUBLIC

TENDER OFFER LAUNCHED BY 2I TOWERS S.P.A. WAS APPROVED

Lissone (MB), August 2, 2018 - The Board of Directors of EI Towers S.p.A. ("EI Towers"), held today under the Chairman Alberto Giussani, resolved upon the approval of the announcement pursuant to Article 103, par. 3 of the Legislative Decree No. 58/1998 (the "Consolidated Financial Act") and Article 39 of the Consob Regulation No. 11971/1999 (the "Issuer's Announcement"), expressing the evaluation of the Board of Directors on the voluntary public tender offer launched by 2i Towers S.p.A. pursuant to Articles 102 et seq. of the Consolidated Financial Act, on the EI Towers ordinary shares (the "Offer").

At the end of the meeting the Board of Directors, unanimously, assessed the fairness, from a financial point of view, of the consideration of Euro 57.00 per each EI Towers ordinary share tendered to the Offer.

For the purpose of the abovementioned assessment, the Board of Directors acknowledged the terms and conditions of the Offer as described in the relevant offer document, approved by Consob on August 1, 2018 (the "Offer Document"), as well as (i) the opinions released by Bank of America Merrill Lynch International Limited, Milan Branch and BNP Paribas, Italian Branch, acting as financial advisors of the Board of Directors, (ii) the opinion of the independent directors prepared pursuant to Article 39-bis of the Consob Regulation No. 11971/1999 (the "Opinion of the Independent Directors"), resolved upon today, and (iii) the opinion released by EQUITA SIM S.p.A. acting as independent financial advisor selected by the independent directors of EI Towers.

For a complete illustration of the assessment carried out by the Board of Directors reference can be made to the Issuer's Announcement, which will be made public together with the Offer Document on August 3, 2018, pursuant the applicable laws.

The Issuer's Announcement will include as attachments (i) the opinions released by the financial advisors of the Board of Directors and (ii) the Opinion of the Independent Directors, together with the opinion of the independent financial advisor appointed by the independent directors.

Contacts:

EI Towers S.p.A. Giorgio Tavolini

Head of Investor Relations Tel: [phone] e-mail:[e-mail]

GMA Giorgio Maugini & Associati Giorgio Maugini, Raffaela Ulgheri Tel. [phone] e-mail:[e-mail]

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This press release does not constitute an offer to purchase or a solicitation to sell any EI Towers ordinary share.

The Offer is promoted exclusively on the Italian market, the sole market on which the EI Towers ordinary shares are traded, and it is addressed, without distinctions and on equal terms, to all shareholders of EI Towers ordinary shares.

The Offer will not be promoted or disseminated in the United States of America, Canada, Japan and Australia, as well as in any other country where the Offer is not permitted without authorization from the competent authorities (the "Other Countries"), nor using international communication or trade tools (including, but not limited to, the postal network, fax, telex, e-mail, telephone or internet) of the United States of America or Canada, Japan, Australia or Other Countries, or through any structure of any of the financial intermediaries of the United States of America or Canada, Japan and Australia or Other Countries, or in any other way.

Copy of this press release, in all or in part, as well as copy of any other subsequent document that the Issuer will published in connection with the Offer, are not and shall not be sent, or otherwise distributed, directly or indirectly, in the United States of America, or to any U.S. Person, as defined in the U.S. Securities Act of 1933, as amended. Moreover, copy of this press release, in all or in part, as well as copy of any other subsequent document that the Issuer will published in connection with the Offer, are not and shall not be sent, or otherwise distributed, directly or indirectly, in Canada, Japan, Australia or in the Other Countries.

Any acceptance of the Offer following a solicitation in violation of the foregoing limitations will not be accepted.

The acceptance of the Offer by parties residing in countries other than Italy may be subject to specific obligations or restrictions as provided for by the applicable laws and regulations. It is the sole responsibility of the addressees of the Offer to comply with such laws and regulations and, therefore, prior to the acceptance of the Offer, to verify the existence and applicability of any such provisions, addressing their own consultants.