Transaction Update and Provisional Results

This disclosure provides an update on the voluntary totalitarian tender offer for all common shares of Iveco Group N.V. (IVG) by TML CV Holdings B.V., an indirect wholly-owned subsidiary of Tata Motors Limited. The offer was promoted by TML CV Holdings Pte. Ltd. (a wholly-owned subsidiary of Tata Motors) through its wholly-owned subsidiary, TML CV Holdings B.V. (the Offeror).

The Reopening of the Terms for the offer concluded on November 6, 2026. Based on provisional results communicated by BNP Paribas, Italian Branch (the Intermediary Responsible for Coordinating the Collection of the Acceptances), 18,309,029 Common Shares were tendered in acceptance during this reopening period.

Key Financial and Ownership Metrics

  • Shares Tendered in Reopening: 18,309,029 Common Shares
  • Percentage of Issuer's Capital (Reopening): Approximately 6.75% of Iveco Group N.V.'s common share capital (and of the 271,215,400 Offer Shares)
  • Aggregate Countervalue (Reopening): €263,650,017.60 (calculated at the offer price of €14.40 per share)
  • Cumulative Shares Tendered (Acceptance Period + Reopening): 256,466,241 Common Shares (238,157,212 + 18,309,029)
  • Provisional Total Ownership Stake: The Offeror's stake, should provisional results be confirmed, will reach approximately 96.29% of IVG's common share capital, net of Treasury Shares.
  • Treasury Shares: 4,868,597 Treasury Shares were noted, representing approximately 1.80% of the issuer's common share capital.
  • Offer Price: The final price per common share is €14.40 (cum dividend), consisting of the initial price of €14.10 plus an additional €0.30 recognized via an amendment on October 9, 2026.

Next Steps and Timelines

  • Payment Date: Payment for the shares tendered during the Reopening of the Terms, against the transfer of ownership, is set for November 13, 2026.
  • Final Results: The final results of the Reopening of the Terms will be announced in a separate press release by 7:29 a.m. (CET) on November 12, 2026.
  • Dutch Legal Squeeze-Out: As the provisional ownership exceeds 95% of the issued share capital (net of treasury shares), the Offeror announces it will commence a Dutch Legal Squeeze-Out for the remaining common shares currently outstanding. This process may be preceded, at the Offeror's election, by a Demerger and a Share Sale.
  • Delisting: Borsa Italiana will order the suspension of trading in the Common Shares and/or the Delisting, considering the time required to complete the Demerger, Share Sale, and/or the Dutch Legal Squeeze-Out.

The offer was conducted pursuant to Italian law (Articles 102 et seq. of the CFA) and CONSOB resolution No. 24119 of 3 September 2026, which approved the Offer Document. The offer was also extended to the United States under applicable exemptions.