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TAR - Communication issued by Il Sole 24 ORE S.p.A. on behalf of Zenit S.p.A. - pursuant to Article 41, par. 2, lett. c)of the Regulation

Company: Il Sole 24 Ore Date: 2025-06-16 Language: English Register to download

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PRESS RELEASE PUBLISHED BY IL SOLE 24 ORE S.P.A. AT THE REQUEST OF ZENIT S.P.A.

## 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 PUBLIC TENDER OFFER LAUNCHED BY ZENIT S.P.A. FOR ALL THE SPECIAL SHARES OF IL SOLE 24 ORE S.P.A.

## Press release pursuant to Article 41, par. 2, let. c) of the regulation approved by Consob on 14 May 1999 no. 11971, as subsequently amended and supplemented (the "Issuers' Regulation")

\*\* \* \*\*

Rome, 16/06/2025 – With reference to the voluntary public tender offer promoted by Zenit S.p.A. (the "Offeror") pursuant to and for the purposes of articles 102 and ss., of Legislative Decree 58 of 24 February 1998, as subsequently amended and supplemented (the "CFA") (the "Offer"), disclosed on 9 April 2025, on all the special shares of Il Sole 24 Ore S.p.A. (the "Shares" or the "Special Shares" and "Il Sole 24 Ore" or the "Issuer"), other than the Special Shares already held by Confindustria and the treasury Special Shares held by the Issuer, we hereby announce – pursuant to Article 41, para. 2, let. c) of the Issuers' Regulation - that on the date hereof the Offeror has carried out the following purchase transactions on the Special Shares of Il Sole 24 Ore (ISIN code IT0005283111):

| Transaction<br>Date | Trading venue  | Type of<br>transaction | Number of<br>special shares | Currency | weighted<br>average price<br>per share |
|---------------------|----------------|------------------------|-----------------------------|----------|----------------------------------------|
| 16/06/2025          | Euronext Milan | Purchase               | 93,758                      | Euro     | 1.100                                  |

The transactions have been carried out through Intesa Sanpaolo S.p.A.

Please note that the transactions referred to in this announcement were carried out at a price per Share not exceeding Euro 1.100, i.e. the value of the Consideration for each Special Share of Il Sole 24 Ore in the Offer.

As a result of the purchases carried out on the date hereof, the Offeror holds, on the date hereof, directly a total of No. 2,161,586 Special Shares of the Issuer, representing approximately 3.836% of the Issuer's share capital represented by Special Shares. For the sake of completeness, please note that the Offeror, together with the Persons Acting in Concert with the Offeror in connection with the Offer, hold a total of No. 40,156,668 Special Shares of the Issuer, equal to approximately 71.268% of the Issuer's share capital represented by Special Shares.

Terms not defined in this announcement have the same meaning ascribed to them in the Offer Document published, among other places, on the website of Il Sole 24 Ore [\(www.gruppo24ore.ilsole24ore.com\)](http://www.gruppo24ore.ilsole24ore.com/), as well in the announcement published by the Offeror pursuant to Article 102 of the CFA and Article 37 of the Issuers' Regulation on 9 April 2025.

This announcement is available on the website of Il Sole 24 Ore at [www.gruppo24ore.ilsole24ore.com.](http://www.gruppo24ore.ilsole24ore.com/)

THIS PRESS RELEASE SHALL NOT BE RELEASED, PUBLISHED OR DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN (OR ANY EXCLUDED COUNTRY). THE INFORMATION PROVIDED IN THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL ANY SECURITIES OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN THE UNITED STATES OF AMERICA, IN ANY EXCLUDED COUNTRY OR IN ANY OTHER JURISDICTION WHERE SUCH OFFER OR SOLICITATION IS NOT AUTHORISED OR TO ANY PERSON WHO IS NOT PERMITTED BY LAW TO MAKE SUCH OFFER OR SOLICITATION.

The voluntary public tender offer described in this press release has been launched by Zenit S.p.A. on all the special shares of Il Sole 24 Ore S.p.A.

This press release does not constitute an offer to purchase or sell the special shares of Il Sole 24 Ore S.p.A.

The Offer is made through the publication of the related Offer Document approved by CONSOB. The Offer Document contains a complete description of the terms and conditions of the Offer, including the procedures for acceptance.

The Offer is promoted in Italy, since the special shares are listed on Euronext Milan, organized and managed by Borsa Italiana, and is made, on a non-discriminatory basis and on equal terms, to all shareholders of the Issuer.

The Offer will not be promoted or disseminated, directly or indirectly, in the United States of America, Australia, Canada, Japan or any other country where the Offer is not permitted in the absence of authorization from the relevant local authorities or would otherwise violate laws or regulations (the "Other Countries"), nor by using means of communication or international commerce (including, by way of example, postal network, fax, telex, e-mail, telephone or internet) of the United States of America, Australia, Canada, Japan or the Other Countries, nor through any structure of any of the financial intermediaries of the United States of America, Australia, Canada, Japan or the Other Countries, nor in any other manner.

Copies, whether whole or partial, of this press release, of the Offer Document, or of any document relating to the Offer, are not and must not be sent, nor in any way transmitted or otherwise distributed, directly or indirectly, in the United States of America, Australia, Canada, Japan or the Other Countries. Anyone receiving such documents must not distribute, send or transmit them (either by mail or by any other means or instrument of communication or commerce) into the United States of America, Australia, Canada, Japan or the Other Countries.

Tendering in the Offer by persons residing in countries other than Italy may be subject to specific obligations or restrictions provided for by legal or regulatory provisions. It is the sole responsibility of the recipients of the Offer to comply with such laws and, therefore, prior to tendering in the Offer, to verify the existence and applicability of such provisions by contacting their own advisors. Tenders in the Offer resulting from solicitations carried out in violation of the above restrictions will not be accepted.