Iveco Group N.V.

TML Tender Offer - Publication of the Offer Document

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

COMMUNICATION PUBLISHED BY IVECO GROUP N.V. UPON REQUEST, IN THE NAME AND ON BEHALF OF TML CV HOLDINGS B.V.

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

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PRESS RELEASE

pursuant to Article 38, paragraph 2, of the Resolution no. 11971 of 14 May 1999, as further amended and supplemented (the "Issuers' Regulation")

PUBLICATION OF THE OFFER DOCUMENT

ACCEPTANCE PERIOD FROM 7 SEPTEMBER 2026 TO 26 OCTOBER 2026 (UNLESS EXTENDED)

Amsterdam, 4 September 2026 – TML CV Holdings B.V. (the "Offeror"), a company wholly-owned by TML CV Holdings Pte. Ltd. (“TML CV HS”), hereby announces pursuant to Article 38, paragraph 2, of the Issuers' Regulation, that on the date hereof it has published the offer document (the "Offer Document"), approved by Consob by resolution no. 24119 of 3 September 2026 and relating to the voluntary totalitarian tender offer under Articles 102 et seq. of the Italian Legislative Decree no. 58 of 24 February 1998, as further amended and supplemented (the "CFA"), and Article 37 of the Issuers' 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").

The Offer Document is 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.

The Issuer's position statement pursuant to Article 103, paragraph 3, of the TUF, Article 39 of the Issuers' Regulation, Article 2(2) jo. Article 18 of the Dutch Public Offers Decree (Besluit openbare biedingen Wft) is attached to the Offer Document, together with its annexes (the Issuer's independent directors' opinion drafted pursuant to Article 39-bis of the Issuers' Regulation, together with the fairness opinion issued by Rothschild & Co Italia S.p.A., as financial advisor appointed by the independent directors, as well as the fairness opinion issued by Goldman Sachs Bank Europe SE, Succursale Italia, as financial advisor appointed by the board of directors of the Issuer¹).

The Offer is subject to the fulfilment (or waiver, as the case may be) of each of the effectiveness conditions indicated under Warning A.1, of the Section A of the Offer Document.

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.

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").

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.

In order to be able to make a well-founded judgment on the Offer, the shareholders of IVG are invited to read the Offer Document, to which reference is made.

It should be noted that Georgeson S.r.l., the global information agent, has activated the following information channels in relation to the Offer: 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).

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The voluntary totalitarian tender offer referred to in this press release (the "Offer") is promoted by TML CV Holdings Pte. Ltd. ("TML CV HS"), through TML CV Holdings B.V., a company wholly-owned by TML CV HS (the "Offeror") on all issued common shares (the "Common Shares") of Iveco Group N.V. ("IVG" or the "Issuer"). This press release does not constitute either a purchase offer or a solicitation to sell the Common Shares of IVG.

The Offeror has published an offer document (the "Offer Document"), which IVG's shareholders must carefully review. The Offer is addressed, on equal conditions, to all the holders of the Common Shares and will be launched in Italy and extended to the United States of America in compliance with Section 14(e) and Regulation 14E of the U.S. Securities Exchange Act of 1934 (the "U.S. Securities Exchange Act"), subject to the applicable exemptions set forth in Rule 14d-1(d) of the U.S. Securities Exchange Act. Except as indicated below, the Offer is subject to disclosure obligations and procedural requirements provided for by Italian law. US IVG shareholders should be aware that such requirements may differ materially from those applicable under US domestic tender offer law and practice.

In accordance with the laws of, and practice in, Italy and to the extent permitted by applicable law, including Rule 14e-5 under the U.S. Exchange Act, the Offeror, the Offeror's affiliates or any nominees or brokers of the foregoing (acting as agents, or in a similar capacity, for IVG or any of its affiliates, as applicable) may from time to time, and other than pursuant to the Offer, directly or indirectly, purchase, or arrange to purchase, outside of the United States of America, Common Shares in IVG or any securities that are convertible into, exchangeable for or exercisable for such Common Shares in IVG before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent information about such purchases or arrangements to purchase is made public in Italy, such information will be disclosed by means of a press release or other means reasonably calculated to inform US shareholders of IVG of such information. In addition, subject to the applicable laws of Italy and US securities laws, including Rule 14e-5 under the U.S. Exchange Act, the financial advisers to the Offeror or their respective affiliates may also engage in ordinary course trading activities in securities of IVG, which may include purchases or arrangements to purchase such securities.

In order to comply with the rules and exemptions provided by US law, an Offer Document translated into English is being made available to the holders of the Common Shares resident in the United States of America. The English version of the Offer Document is merely a courtesy translation and the Italian version of the Offer Document will be the only document submitted to Consob for its approval.

It may not be possible for US shareholders to effect service of process within the United States of America upon IVG, the Offeror or any of their respective affiliates, or their respective officers or directors, some or all of which may reside outside the United States of America, or to enforce against any of them judgments of the United States of America courts predicated upon the civil liability provisions of the federal securities laws of the United States of America or other US law. It may not be possible to bring an action against IVG, the Offeror and/or their respective officers or directors (as applicable) in a non-US court for violations of US laws. Further, it may not be possible to compel the Offeror or IVG or their respective affiliates, as applicable, to subject themselves to the judgment of a US court. In addition, it may be difficult to enforce outside the United States of America original actions, or actions for the enforcement of judgments of US courts, based on the civil liability provisions of the US federal securities laws.

The Offer, if completed, may have consequences under US federal income tax and under applicable U.S. state and local, as well as non-U.S., tax laws. Each shareholder of IVG is urged to consult its independent professional adviser immediately regarding the tax consequences of the Offer.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY IN ANY STATE OF THE U.S. HAS APPROVED OR DECLINED TO APPROVE THE OFFER OR THIS ANNOUNCEMENT, PASSED UPON THE FAIRNESS OR MERITS OF THE OFFER OR PROVIDED AN OPINION AS TO THE ACCURACY OR COMPLETENESS OF THIS ANNOUNCEMENT OR ANY OFFER DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

The Offer has not been and will not be launched or promoted by the Offeror in Canada, Japan, Australia or in any other country other than Italy and the United States of America in which such Offer is not permitted in absence of the authorisation of the competent authorities or other obligations from the Offeror (such countries, including Canada, Japan and Australia, jointly, the "Other Countries"), nor by using instruments of communication or national or international commerce of the Other Countries (including but not limited to the postal network, fax, telex, email, telephone and internet), nor by way of any structure of any of the financial intermediaries of the Other Countries nor in any other way.

Copy of this press release, or portions of the same, as also copy of any subsequent document which will be issued in connection with the Offer, are not and must not be sent, nor in any way transmitted or distributed, directly or indirectly in the Other Countries. Any party who receives the abovementioned documents must not distribute, send or transmit them (either by post nor by any other method or instrument of communication or commerce) in the Other Countries.

This press release, as well as any other document that has or will be issued in connection with the Offer does not constitute and cannot be interpreted as an offer to purchase or solicitation of an offer to sell financial instruments to parties resident in Other Countries. No instrument may be offered or sold in the Other Countries in the absence of specific authorisation in compliance with the applicable provisions of the local law of those countries or in derogation of those provisions. Tenders in the Offer by parties resident in countries other than Italy and the United States of America may be subject to specific obligations or restrictions provided by law or regulatory provisions. Parties who wish to take part in the Offer bear the exclusive responsibility to comply with those laws and therefore prior to tendering their Common Shares in the Offer, those parties are required to verify their possible existence and applicability, consulting their own advisors.

This press release contains forward-looking information and statements. Forward-looking statements are statements that are not historical facts. These statements include financial projections and estimates and their underlying assumptions, statements regarding plans, objectives and expectations with respect to future operations, products and services, and statements regarding future performance. Forward-looking statements are generally identified by the words "expects," "anticipates," "believes," "intends," "estimates" and similar expressions. Investors and holders of IVG shares are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of the Offeror and IVG, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include those discussed or identified in the public documents sent by the Offeror to Consob. Except as required by applicable law, the Offeror and IVG do not undertake any obligation to update any forward-looking information or statements.

¹ On 4 September 2026, Goldman Sachs Bank Europe SE, Succursale Italia delivered its opinion to the board of directors of the Issuer as to the fairness, from a financial point of view, (i) to the holders (other than the Offeror and any of its affiliates) of the Common Shares of the Consideration to be paid to such holders for each Common Share accepted in the Offer, and (ii) in connection with a Share Sale, to IVG of the Share Sale Purchase Price to be paid to IVG pursuant to the Merger Agreement and the Share Purchase Agreements, as of the date thereof and based upon and subject to the factors, assumptions, limitations and qualifications set forth therein. The opinion of Goldman Sachs Bank Europe SE, Succursale Italia, is provided to the board of directors of the Issuer and not to the holders of Common Shares. Accordingly, such opinion does not constitute a recommendation as to whether any such holder should tender its Common Shares in connection with the Offer or any other matter. All capitalized terms used but not defined herein shall have the meaning set forth in the abovementioned opinion.

Attachment

• TML Tender Offer_Notice_Publication of the Offer Document