Il Sole 24 Ore

Delisting Announcement • Jul 1, 2025

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. ON ALL THE SPECIAL SHARES OF IL SOLE 24 ORE S.P.A

PRESS RELEASE

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END OF THE ACCEPTANCE PERIOD

PROVISIONAL RESULTS OF THE OFFER

REACHED 94.886% (INCLUDING THE TREASURY SPECIAL SHARES)

FULFILLMENT OF THE THRESHOLD CONDITION

THE SPECIAL SHARES OF IL SOLE 24 ORE WILL BE DELISTED FROM TRADING ON EURONEXT MILAN

Rome, 30 June 2025 – Zenit S.p.A. (the "Offeror"), a company whose share capital is wholly owned by Confindustria Servizi S.p.A., which is in turn wholly owned by Confindustria - Confederazione Generale dell'Industria Italiana ("Confindustria"), hereby announces that, on the date hereof, at 5:30 PM (Italian time) the acceptance period relating to the voluntary totalitarian public tender offer (the "Offer") launched by the Offeror pursuant to Articles 102 et seq. of the Legislative Decree No. 58 of 24 February 1998 (the "CFA"), concerning a maximum of 18,020,513 special shares (the "Shares" or "Special Shares") of Il Sole 24 Ore S.p.A. ("Il Sole 24 Ore" or the "Issuer"), representing approximately 31.982% of the share capital represented by Special Shares of Il Sole 24 Ore, has ended.

Capitalized terms used in this press release, unless otherwise defined, have the meanings ascribed to them in the offer document approved by CONSOB with resolution No. 23560 dated 21 May 2025 and published on 23 May 2025 (the "Offer Document"), available, inter alia, on the Issuer's website (www.gruppo24ore.ilsole24ore.com).

Provisional results of the Offer

The Offeror announces that the Acceptance Period ended today, and based on the provisional results communicated by Intesa Sanpaolo – IMI Corporate & Investment Banking Division, in its capacity as the Intermediary in charge of Coordinating the Collection of Acceptances, as of the close of the Acceptance Period, 11,854,537 Shares were tendered in the Offer, representing approximately 21.039% of the share capital represented by Special Shares of Il Sole 24 Ore and approximately 65.784% of the Shares Subject by the Offer, for a total consideration (based on the Consideration) of Euro 13,039,990.70.

Payment of the Consideration for the Special Shares tendered during the Acceptance Period will be made on the 4th (fourth) Trading Day following the end of the Acceptance Period, and therefore on 4 July 2025, against simultaneous transfer of ownership of said Special Shares to the Offeror.

Between the date of the Offer Document (i.e., 23 May 2025) and today, the Offeror has made purchases outside the Offer, duly disclosed in compliance with applicable laws and regulations, for a total of 3,284,419 Special Shares, representing approximately 5.829% of the share capital represented by Special Shares of Il Sole 24 Ore.

Therefore, based on the above provisional results (if confirmed), taking into account (i) the 11,854,537 Special Shares tendered in the Offer during the Acceptance Period (equal to 21.039% of the Issuer's share capital); (ii) the 41,279,501 Special Shares already held by the Offeror and Persons Acting in Concert (equal to 73.261% of the share capital represented by Special Shares); and (iii) the 330,202 treasury Special Shares held by the Issuer (equal to 0.586% of the share capital composed of Special Shares of Il Sole 24 Ore), following the Offer, the Offeror will hold a total of 53,464,240 Shares, corresponding to 94.886% of the share capital represented by Special Shares of Il Sole 24 Ore.

The final results of the Offer will be disclosed by a specific press release pursuant to Article 41, paragraph 6, of the Issuers' Regulation, which will be published by the Offeror by 7:29 AM on the Trading Day prior to the Payment Date, i.e., by 7:29 AM on 3 July 2025.

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Offer Conditions. Fulfillment of the Threshold Condition. Payment Date of the Consideration.

As indicated in Warning A.1 of the Offer Document, the effectiveness of the Offer is subject to the fulfilment of each of the following Offer Conditions:

• a. the Threshold Condition, which requires that the acceptances of the Offer concern a total number of Shares such as to allow the Offeror to hold, as a result of the Offer, a total shareholding exceeding 90% of the Issuer's share capital represented by Special Shares, taking into account, in the Offeror's shareholding, the Special Shares held by the Persons Acting in Concert, the Treasury Shares held by the Issuer, and the Shares possibly purchased by the Offeror and the Persons Acting in Concert outside the Offer in accordance with applicable law;
• b. the Authorisation Condition;
• c. the Defensive Measures Condition;
• d. the MAC Condition.

In light of the provisional results of the Offer indicated above (if confirmed), the Threshold Condition has been fulfilled. As regards the remaining Offer Conditions — namely, the Authorisation Condition, the Defensive Measures Condition, and the MAC Condition — it is recalled that the Offeror will announce the fulfillment or non-fulfillment of such conditions (and, in the case of non-fulfillment, any decision to waive them) by 7:29 a.m. on the Trading Day preceding the Payment Date.

As previously stated, if the remaining Offer Conditions are fulfilled, or the Offeror exercises its right to waive such conditions, the payment of the Consideration for each Share tendered in the Offer during the Acceptance Period will take place — against the simultaneous transfer of ownership of such Shares to the Offeror — on the Payment Date.

If even one of the Offer Conditions is not fulfilled, and the Offeror does not exercise its right to waive it, the Offer will not be completed. In such case, the Special Shares that may have been tendered in the Offer will be returned to their respective holders by the Trading Day following the date on which the non-completion of the Offer is first announced. The Special Shares will be returned to their holders free of any charges or expenses.

No Reopening of the Terms and conditions for the fulfilment of the Purchase Obligation under Article 108, par. 2 of the CFA

In light of the fact that, at the end of the Acceptance Period and based on the provisional results of the Offer (if confirmed), the Offeror and the Persons Acting in Concert have reached a shareholding

exceeding 90% but lower than 95% of the Issuer's share capital, and considering that the Offeror had already stated in the Offer Document its intention not to restore a sufficient free float to ensure the regular trading of the Issuer's Shares, the Offeror hereby announces, in accordance with what was stated in the Offer Document, that: (i) the Reopening of the Terms will not take place (pursuant to and for the purposes of Article 40bis, paragraph 3, letter b), of the Issuers' Regulation); and (ii) the legal conditions have been met for the fulfillment of the Purchase Obligation under Article 108, paragraph 2, of the CFA, and that the Offeror will proceed with the relevant procedure in relation to the remaining No. 2,881,557 Special Shares, equal to 5.114% of the Issuer's share capital represented by Special Shares of Il Sole 24 Ore.

The final results of the Offer will be disclosed by the Offeror in a specific press release pursuant to Article 41, paragraph 6, of the Issuers' Regulation, which will be published within the term provided by applicable law. The same notice will also provide: (i) details on the terms and procedures through which the Offeror will fulfill the Purchase Obligation under Article 108, paragraph 2, of the CFA with respect to the Remaining Shares, and (ii) the timing of the Delisting.

It is also recalled that, should the Offeror and the Persons Acting in Concert — taking into account the treasury shares held by the Issuer in accordance with Article 44bis, paragraph 5, of the Issuers' Regulation, as well as any purchases of Shares made by the Offeror outside the Offer in accordance with applicable law — come to hold a stake equal to or greater than 95% of the Issuer's share capital as a result of the Offer and the fulfillment of the Purchase Obligation under Article 108, paragraph 2, of the CFA, the Offeror will exercise the Purchase Right with respect to the remaining outstanding Shares.

By exercising the Purchase Right, the Offeror will also fulfill the Purchase Obligation under Article 108, paragraph 1, of the CFA towards shareholders who have requested it, thus initiating a single procedure.

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For further information regarding the Offer, please refer to the Offer Document made available to the public for consultation:

• (i) at the registered office of the Offeror, in Rome, Viale Luigi Pasteur No. 6;
• (ii) at the registered office of the Issuer, in Milan, Viale Sarca No. 223;
• (iii) at the offices of the Intermediary in Charge of Coordinating the Collection of Acceptances, in Milan, Largo Mattioli No. 3;
• (iv) at the registered office of the Appointed Intermediaries;
• (v) on the Issuer's website: www.gruppo24ore.ilsole24ore.com;
• (vi) on the website of the Offer's Global Information Agent: www.georgeson.com/it.

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.

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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.