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The Council of Ministers authorises the Bain Capital acquisition of ITP Aero from Rolls-Royce


The Council of Ministers has authorized Bain Capital's investment in the Spanish company ITP
Aero, by means of an agreement setting out the conditions for the special protection of industrial
and defence interests of this operation.

Since the start of discussions on the sale of the Rolls Royce shares, Bain Capital has
expressed its commitment to a robust industrial project, which will help the ITP Aero Group
become a global aeronautics and defence sector leader in Europe and globally. Bain Capital
also offers guarantees of national and European interest programmes with regard to location,
maintenance of employment and headquarters, exemption from non-EU export controls,
contract compliance and the proper handling of sensitive information. In addition, the
authorisation involves reserving up to 27.5% of the shares for the formation of a consortium of
Spanish industrial companies and institutions, among which the Basque Government is
expected to participate.

Ivano Sessa, a Managing Director and Co-Head of Europe Industrials at Bain Capital Private
Equity, said: "We are delighted that the acquisition of ITP Aero has received authorisation from
the Spanish government, thereby successfully completing the process of regulatory approvals.
We are fully committed to supporting ITP Aero’s long-term stability and growth, and its crucial
role in the Basque region and in Spain.”

“Our business plan is deeply aligned with ITP Aero’s management team, employees and
government, and is predicated on enhancing the company’s technological and industrial
capabilities as a leading independent aeronautics company. We look forward to the closing of
the transaction,” added Tobias Weidner, a Principal at Bain Capital Private Equity.”
In September last year, Bain Capital signed an agreement with Rolls Royce to acquire ITP
Aero. The acquisition was conditional on reaching agreement with the Spanish government,
which had to authorise the operation as it was a foreign investment in a strategic company
involved in projects critical to national defence.

The agreement between Bain Capital and the Government of Spain marks the beginning of a
new phase that guarantees the future and offers stability to ITP Aero. Bain Capital is aware that
recent international developments highlight the need to ensure the autonomy of the European
Union and its member states in certain strategic areas, particularly in the defence sector. Under
Bain Capital's leadership, the company expects to further accelerate its growth and expansion
of its industrial and technological capabilities.

Carlos Alzola, CEO of ITP Aero, said: “For more than 30 years, ITP Aero has been a successful
and market leading company in the aeronautical field. We are excited about our partnership with
a Bain Capital led consortium, who have expressed a deep commitment to the Basque region,
our team and to our continued growth. I would like to thank especially all ITP Aero employees
for their support during the sale process period. We are looking forward to working with all
stakeholders - customers, partners, Government - in this very exciting period of industry change
towards a more sustainable aviation, where ITP Aero will have a key role as a leader in Spain's
aeronautical propulsion sector”.

About Bain Capital Private Equity
Ever since it was founded in 1984, Bain Capital Private Equity has worked closely with management teams to provide the strategic resources to build great companies and help them grow. Bain Capital Private Equity's international team of approximately 250 professionals creates value for its portfolio companies through its global platform and deep expertise in key industry verticals, including healthcare, consumer products and retail, financial and business services, industrials and technology, and media and telecommunications.

Bain Capital has 23 offices on four continents. Since its foundation, the company has made principal or complementary investments in more than 1,100 companies. In addition to private equity, Bain Capital makes investments in a variety of asset classes, including credit, real estate, public equity and venture capital, managing a total of approximately $160 billion and leveraging the firm's shared platform to pursue opportunities in strategic areas.
For more information, visit www.baincapitalprivateequity.com

Media Contacts
For Bain Capital
Sean Palmer
+44 (0) 07591 760 844

Guillermo Segura
+34 625 725 826

Beatriz Alesanco

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