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Business

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

Financial Post ·

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.

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

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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.

(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);

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