FINAL RESULTS OF THE OFFER: OFFEROR REACHED A SHAREHOLDING OF APPROXIMATELY 89.42% OF THE ISSUER

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FINAL RESULTS OF THE OFFER: OFFEROR REACHED A SHAREHOLDING OF APPROXIMATELY 89.42% OF THE ISSUER

资讯 2026-10-27 ·

FINAL RESULTS OF THE OFFER: OFFEROR REACHED A SHAREHOLDING OF APPROXIMATELY 89.42% OF THE ISSUER'S COMMON SHARE CAPITAL, NET OF TREASURY SHARES

Amsterdam, the Netherlands, 27 October 2026 – With reference to the voluntary totalitarian tender offer (the "Offer") promoted by TML CV Holdings Pte. Ltd. ("TML CV HS"), through its wholly-owned company TML CV Holdings B.V. (the "Offeror"), pursuant to Articles 102 et seq. of the Italian Legislative Decree no. 58 of 24 February 1998, as further amended and supplemented (the "CFA"), on all the common shares (the "Common Shares") of Iveco Group N.V. ("IVG" or the "Issuer"), whose acceptance period, which commenced on 7 September 2026, closed on 26 October 2026, the Offeror hereby announces pursuant to Article 41, paragraph 6, of the Issuers' Regulation, the final results of the Offer.

Capitalised terms used in this press release, unless otherwise defined, shall have the meanings ascribed to them in the offer document relating to the Offer, approved by CONSOB by resolution No. 24119 of 3 September 2026 and published on 4 September 2026 (the "Offer Document"), as well as in the Amendment Notice (as defined below), both available, inter alia, on the Issuer's website (www.ivecogroup.com) and on the Offeror's website (www.tatamotors.com).

It is recalled that the Offer was amended, pursuant to Articles 36 and 43 of the Issuers' Regulation, on 9 October 2026 by means of an increase of the Price through the recognition of an additional cash component equal to EUR 0.30 for each Common Share tendered to the Offer, as announced to the market by means of a press release published on the same date (the "Amendment Notice").

Final results of the Offer and effectiveness of the Offer

Based on the final results communicated by BNP Paribas, Italian Branch, acting as Intermediary Responsible for Coordinating the Collection of the Acceptances, No. 238,157,212 Common Shares have been tendered in acceptance to the Offer, representing approximately 87.81% of the Issuer's common share capital and of the Offer Shares (i.e., No. 271,215,400), for an aggregate countervalue (calculated on the basis of the Price, as amended by the Amendment Notice) equal to EUR 3,429,463,852.80.

In light of the above, taking into account (i) the No. 238,157,212 Common Shares tendered to the Offer during the Acceptance Period (equal to approximately 87.81% of the Issuer's common share capital), (ii) the No. 4,868,597 Treasury Shares (equal to approximately 1.80% of the Issuer's common share capital), and (iii) that in the period between the Date of the Offer Document (i.e., 4 September 2026) and the date hereof, the Offeror has not purchased Common Shares outside the Offer, the Offeror will hold – as of the Payment Date – No. 238,157,212 Common Shares, equal to approximately 89.42% of the Issuer's common share capital, net of Treasury Shares.

Accordingly, the final results set out above are unchanged from the provisional results announced in the press release on the provisional results of the Offer published on 26 October 2026.

With regard to the remaining Conditions to the Offer (other than the Threshold Condition, which has been satisfied as announced in the press release on the provisional results of the Offer published on 26 October 2026), the Offeror hereby announces that all the other Conditions to the Offer have been satisfied. Accordingly, the Offer has become fully effective and unconditional.

Price and Payment Date

The Price for each Common Share tendered in acceptance of the Offer consists of the initial Price indicated in the Offer Document equal to EUR 14.10 (cum dividend), increased by the Additional Price of EUR 0.30 (cum dividend), and therefore is equal to an aggregate amount of EUR 14.40 (cum dividend) per Common Share (the "Price").

The payment of the Price with respect to the Common Shares tendered to the Offer during the Acceptance Period – against the simultaneous transfer to the Offeror of the ownership of the Common Shares tendered to the Offer – will take place on 30 October 2026.

Reopening of the Terms

Pursuant to Article 40-bis, paragraph 1, letter a), of the Issuers' Regulation, the Acceptance Period will be reopened for 5 Trading Days starting from the Trading Day following the Payment Date, and, therefore, for the sessions on 2, 3, 4, 5 and 6 November 2026 (included), from 8:30 a.m. (CET) to 5:30 p.m. (CET) (the "Reopening of the Terms").

As a result, shareholders of the Issuer who did not accept the Offer during the Acceptance Period may do so during the Reopening of the Terms.

Payment of the Price for each Common Share tendered to the Offer during the Reopening of the Terms will take place – against the simultaneous transfer to the Offeror of the ownership of the Common Shares tendered to the Offer during the Reopening of the Terms – on the Payment Date upon Completion of the Reopening of the Terms (i.e., on 13 November 2026).

As indicated in the Offer Document, it is recalled that the Offer is aimed at acquiring the entire share capital of the Issuer and, in any event, at achieving the Delisting. Accordingly, as specified in the Offer Document, taking into account the Reopening of the Terms:

if the Offeror comes to hold, together with the Persons Acting in Concert, an aggregate shareholding exceeding 90% of the Issuer's issued and outstanding share capital represented by Common Shares (taking into account the Treasury Shares in accordance with Article 44-bis, paragraph 5, of the Issuers' Regulation), but together with its Affiliates an aggregate shareholding lower than 95% of the Issuer's issued and outstanding share capital represented by Common Shares (calculated in accordance with the DCC, in any case not taking into account the Treasury Shares), the Offeror does not intend to restore a free float sufficient to ensure the regular trading of the Issuer's Common Shares and will initiate, on a voluntary basis, the purchase procedure pursuant to Article 108, paragraph 2, of the CFA (the "Voluntary Purchase Procedure");
if the Offeror comes to hold, together with any of its Affiliates, an aggregate shareholding at least equal to 95% of the Issuer's issued and outstanding share capital represented by Common Shares (calculated in accordance with the DCC, in any case not taking into account the Treasury Shares), the Offeror will commence the Dutch Legal Squeeze-Out in respect of the remaining Common Shares outstanding, and the Dutch Legal Squeeze-Out may be preceded, at the Offeror's election, by the implementation of the Demerger and the Share Sale; or
if the conditions for carrying out the Voluntary Purchase Procedure pursuant to Article 108, paragraph 2, of the CFA or for exercising the Dutch Legal Squeeze-Out are not met, the Offeror intends to achieve the Delisting through the Post-Offer Demerger and Liquidation, already approved by the EGM of IVG on 16 October 2026.

* * * * *

For further information regarding the Offer, please refer to the Offer Document and the Amendment Notice, both available to the public at:

the registered office of the Offeror at Basisweg 10, 1043AP Amsterdam, The Netherlands;
the registered office of the Issuer at Via Puglia 35, 10156 Turin, Italy;
the registered office of BNP Paribas, Italian Branch, as intermediary responsible for coordinating the collection of the acceptances, at Piazza Lina Bo Bardi 3, 20124 Milan, Italy;
the website of Tata Motors at https://cv.tatamotors.com/;
the website of the Issuer at https://www.ivecogroup.com/; and
the website of Georgeson S.r.l., as global information agent, at www.georgeson.com/it.

FINAL RESULTS OF THE OFFER: OFFEROR REACHED A SHAREHOLDING OF APPROXIMATELY 89.42% OF THE ISSUER

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