VOLUNTARY TOTALITARIAN TENDER OFFER FOR ALL OF THE COMMON SHARES OF IVECO GROUP N.V. INCREASE IN THE PRICE OF THE OFFER TO EURO 14.40 PER COMMON SHARE

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

VOLUNTARY TOTALITARIAN TENDER OFFER FOR ALL OF THE COMMON SHARES OF IVECO GROUP N.V.

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PRESS RELEASE

pursuant to Articles 36 and 43 of the Resolution no. 11971 of 14 May 1999, as further amended and supplemented (the "Issuers' Regulation")

INCREASE IN THE PRICE OF THE OFFER TO EURO 14.40 PER COMMON SHARE

OFFEROR DECLARES NEW PRICE AS BEST AND FINAL

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Amsterdam, the Netherlands, 9 October 2026 – With reference to the voluntary totalitarian tender offer (the "Offer") promoted by TML CV Holdings Pte. Ltd. (“TML CV HS”), through the wholly-owned company TML CV Holdings B.V. (the "Offeror"), under 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"), the acceptance period of which commenced on 7 September 2026, the Offeror hereby announces the following pursuant to Articles 36 and 43 of the Issuers' Regulation.

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").

The Offeror hereby announces, pursuant to Article 43, paragraph 1, of the Issuers' Regulation, that it has increased the Price of the Offer from Euro 14.10 (cum dividend) to Euro 14.40 (cum dividend) for each Common Share tendered to the Offer (the "New Price"), providing for a cash increase of Euro 0.30 (the "Additional Price").

The Offeror considers that the previous Price already represented a full and fair valuation of the Issuer. Nevertheless, the Offeror has resolved to increase the Price in consideration of the slight delay in the completion of the Offer, due to Prior Authorisations process taking longer than initially anticipated in a few jurisdictions.

The Offeror hereby specifies that the New Price is its best and final determination of the consideration under the Offer and will not be increased further.

The New Price is intended to be cum dividend (and, therefore, inclusive of coupons relating to any dividends distributed by the Issuer) and has, therefore, been determined on the assumption that the Issuer will not approve and/or will not make any ordinary and extraordinary distribution of dividends from profits or reserves before the Payment Date and/or the Payment Date upon Completion of the Reopening of the Terms, if applicable.

The New Price represents, inter alia:

(i)     a premium equal to 6.77% with respect to the official price of the Common Shares recorded on 29 July 2025 (i.e., the last Trading Day preceding the Announcement Date);

(ii)     a premium equal to 33.47% with respect to the official price of the Common Shares recorded on 17 July 2025 (i.e., the Trading Day immediately preceding the publication of the rumours regarding a potential acquisition of IVG by Tata Motors) (the "Undisturbed Date");

(iii)     premiums equal to 26.87%, 27.57%, 38.23% and 67.98% with respect to the volume-weighted arithmetic averages of the official prices of the Common Shares for 1 (one), 3 (three), 6 (six) and 12 (twelve) months preceding the Undisturbed Date (included), respectively.

 

In the event of full acceptance of the Offer, i.e., in the event that all no. 271,215,400 Common Shares are tendered to the Offer, the Maximum Aggregate Disbursement is increased of Euro 81,364,620.00 (the "Additional Maximum Aggregate Disbursement") for an overall maximum aggregate amount to be paid under the Offer, calculated on the basis of the New Price, equal to Euro 3,905,501,760.00 (the "New Maximum Aggregate Disbursement").

It should be noted that, on the date hereof, the Offeror (i) entered into a credit facility agreement with MUFG Bank Ltd., GIFT Branch, as lender, for a total commitment amount equal to Euro 85,000,000.00 aimed, among other things, at funding the payment of the Additional Price to the tendering shareholders up to the Additional Maximum Aggregate Disbursement, and (ii) submitted to CONSOB, pursuant to Article 37-bis of the Issuers' Regulation, the documentation evidencing the issuance of a new guarantee of exact fulfilment of the obligation to pay the Additional Price of the Offer up to the Additional Maximum Aggregate Disbursement, issued by MUFG Bank Ltd., GIFT Branch, which is in addition to, and does not replace, the Guarantee of Exact Fulfilment issued on 3 September 2026.

Below are set out the tables contained in Paragraphs E.2.2, E.4 and E.5 of the Offer Document, updated to reflect the New Price.

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Paragraph E.2.2 of the Offer Document "Weighted averages in different time intervals prior to the Reference Date and the Undisturbed Date"

The following table compares the New Price (equal to Euro 14.40 per Common Share) with volume weighted averages of the official prices of the Common Shares recorded on each of the previous 1 (one), 3 (three), 6 (six) and 12 (twelve) months prior to the Undisturbed Date (included).

Source: Euronext.

For completeness, the following table compares the New Price with volume weighted averages of the official prices of the Common Shares recorded on each of the previous 1 (one), 3 (three), 6 (six) and 12 (twelve) months prior to the Trading Day preceding the Announcement Date (included).

Source: Euronext.

Paragraph E.4 of the Offer Document "Comparison of the Price with some indicators related to the Issuer"

Source: Issuer's available published audited financial reports as at 31 December 2025, 31 December 2024 and 31 December 2023.
1 Enterprise value bridge reflects industrial net cash, industrial underfunded pensions, industrial other provisions, and industrial minority interest and investments as of 31 March 2025.
2 For the purposes of the above table, EV has been calculated based on the financial results as at 31 March 2025.
3 Cash Flow defined as NOPAT + D&A – Change in NWC – Capex.

Sources: Issuer and other company filings and public information; Capital IQ.
4 Reflects enterprise value, revenue, EBITDA, EBIT, Net Profit, Cash Flow, and Book Value of industrials business.

Paragraph E.5 of the Offer Document "Arithmetic weighted monthly average of official registered prices of the Issuer's shares in the last 12 months prior to the launch of the Offer"

The following table provides a comparison between the Price and the arithmetic weighted averages for daily volumes of the official prices of the Issuer's shares on Euronext Milan, registered in each of the 12 months up to the Announcement Date (included).

Source: Euronext.

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This press release should be read together with the Offer Document prepared by the Offeror, 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 the Georgeson S.r.l., as global information agent, at www.georgeson.com/it.

Except as indicated in this press release with reference to the New Price, all other terms and conditions of the Offer indicated in the Offer Document remain unaffected.

The Offeror will also publish an Acceptance Form amended to reflect the New Price as set out in this press release. For the avoidance of doubt, execution of the previous version of the Acceptance Form will be deemed a valid acceptance of the Offer on the improved terms set out in this press release. Accordingly, no further action is required from shareholders who have already tendered their Common Shares to the Offer using the previous version of the Acceptance Form.

Finally, shareholders of the Issuer are reminded that, for any request or information concerning the Offer, they may use the following information channels made available by the Global Information Agent: the e-mail address opa-iveco@georgeson.com, the toll-free number 800 189040 (for callers from Italy), and a direct number +39 06 45229395 (for callers from abroad). These telephone numbers will be active for the entire duration of the Acceptance Period (including any possible extension under the applicable law as well as the Reopening of the Terms, if applicable), on weekdays, from 9:00 a.m. (CE(S)T) to 6:00 p.m. (CE(S)T).