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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
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COMMUNICATION PUBLISHED BY IVECO GROUP N.V. UPON REQUEST, IN THE NAME AND ON BEHALF OF TML CV HOLDINGS B.V.
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VOLUNTARY TOTALITARIAN TENDER OFFER FOR ALL OF THE COMMON SHARES OF IVECO GROUP N.V.
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PRESS RELEASE
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pursuant to Article 36 of the Regulation adopted by Consob with resolution no. 11971 of 14 May 1999, as subsequently amended and supplemented (the “Issuer’s Regulation”)
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APPROVAL OF THE OFFER DOCUMENT BY CONSOB
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ACCEPTANCE PERIOD FROM 7 SEPTEMBER 2026 TO 26 OCTOBER 2026 (UNLESS EXTENDED)
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Amsterdam, 3 September 2026 – TML CV Holdings B.V. (the “Offeror“), a company wholly-owned by TML CV Holdings Pte. Ltd. (“TML CV HS”), hereby announces that, on the date hereof, Consob, by resolution no. 24119 of 3 September 2026, has approved, pursuant to Article 102, paragraph 4, of the Italian Legislative Decree no. 58 of 24 February 1998, as further amended and supplemented (the “CFA“), the offer document (the “Offer Document“), relating to the voluntary totalitarian tender offer under Articles 102 et seq. of the CFA and Article 37 of the Issuer’s Regulation (the “Offer“) promoted by TML CV HS, through the Offeror, on all the common shares (the “Common Shares“) of Iveco Group N.V. (“IVG” or the “Issuer“).
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Pursuant to Article 40, paragraph 2, of the Issuers’ Regulation, the acceptance period of the Offer, agreed with Borsa Italiana S.p.A., will start at 8:30 a.m. (CE(S)T) on 7 September 2026 and will end at 5:30 p.m. (CE(S)T) on 26 October 2026 (first and last day included) (the “Acceptance Period“), unless extended.
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The consideration relating to the Common Shares of the Issuer tendered to the Offer, equal to Euro 14.10 (cum dividend) per Common Share (the “Consideration“), will be paid by the Offeror to each shareholder having accepted the Offer during the Acceptance Period on the fourth trading day following the end of the Acceptance Period, i.e. – unless extended – on 30 October 2026 (the “Payment Date“).
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If the legal requirements are met, pursuant to Article 40-bis, paragraph 1, lit. a), of the Issuers’ Regulation, the Acceptance Period will be reopened for five trading days (the “Reopening of the Terms“) starting from the trading day following the Payment Date and, therefore (unless the Acceptance Period is extended) for the sessions of 2 November,3 November, 4 November, 5 November and 6 November 2026, from 8:30 a.m. (CE(S)T) to 5:30 p.m. (CE(S)T). The payment date of the Consideration relating to the Common Shares tendered to the Offer during the potential Reopening of the Terms will be the fifth trading day following the end of the Reopening of the Terms, i.e. – unless the Acceptance Period is extended – on 13 November 2026.
