Transaction Update

TML CV Holdings B.V., a wholly owned subsidiary of TML CV Holdings Pte. Ltd. (which is itself a wholly owned subsidiary of Tata Motors), has increased the price of its voluntary totalitarian tender offer for all common shares of Iveco Group N.V. from €14.10 (cum dividend) to €14.40 (cum dividend) per share. This represents a cash increase of €0.30 per share (the "Additional Price").

Final Offer Declaration

The Offeror has declared this new price of €14.40 per share as its "best and final offer" and states it will not be increased further.

Rationale for Price Increase

The price increase was implemented due to a slight delay in the completion of the Offer, caused by the Prior Authorizations process taking longer than initially anticipated in a few jurisdictions.

Financial Implications

  • The New Price represents a premium of 6.77% over Iveco's share price on July 29, 2025 (the last trading day before the Announcement Date)
  • Represents a 33.47% premium over the share price on July 17, 2025 (the trading day before acquisition rumors emerged)
  • Premiums of 26.87%, 27.57%, 38.23% and 67.98% compared to 1-month, 3-month, 6-month and 12-month volume-weighted average prices preceding the Undisturbed Date

Maximum Financial Commitment

If all 271,215,400 common shares are tendered to the Offer:

  • Additional Maximum Aggregate Disbursement: €81,364,620.00
  • New Maximum Aggregate Disbursement: €3,905,501,760.00 (up from approximately €3.82 billion)

Financing Arrangements

On October 9, 2026, the Offeror entered into a credit facility agreement with MUFG Bank Ltd., GIFT Branch for €85,000,000.00 to fund the payment of the Additional Price. The Offeror also submitted to CONSOB documentation for a new guarantee of exact fulfilment for the Additional Price obligation, which is in addition to the existing guarantee issued on September 3, 2026.

Valuation Metrics (Updated for New Price)

The document provides updated valuation multiples for Iveco Group compared to peers (Daimler, PACCAR, Traton, Volvo):

Iveco Group Valuation Multiples

| Metric | 31 Dec 2025 | 31 Dec 2024 | 31 Dec 2023 |

| EV/Revenues | 0.5x | 0.5x | 0.4x |

| EV/EBITDA | 4.5x | 4.0x | 4.1x |

| EV/EBIT | 12.4x | 8.7x | 8.4x |

| P/E | 16.7x | 8.0x | 16.4x |

| P/Cash Flow | 21.4x | 8.6x | 6.6x |

| P/Book Value | 2.3x | 2.3x | 2.8x |

Historical Price Comparison

The press release includes detailed tables showing the premium offered compared to volume-weighted average prices over various periods leading up to the Undisturbed Date and Announcement Date.

Acceptance Process Clarification

Shareholders who have already tendered their shares using the previous Acceptance Form do not need to take any further action - their acceptance will be deemed valid for the improved terms. The Offeror will publish an amended Acceptance Form reflecting the New Price.

Timeline

The acceptance period for the Offer commenced on September 7, 2026, and continues subject to applicable regulations and potential extensions.

Information Channels

Shareholders can contact the Global Information Agent (Georgeson S.r.l.) via email at opa-iveco@georgeson.com, toll-free number 800 189040 (Italy), or direct number +39 06 45229395 (international).