Tinexta — M&A Activity 2026

Mar 17, 2026

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Informazione Regolamentata n. 20053-28-2026	Data/Ora Inizio Diffusione 17 Marzo 2026 08:16:58	Euronext Star Milan

Societa': TINEXTA

Utenza - referente : TINEXTANSS01 - MASTRAGOSTINO JOSEF

Tipologia : 3.1

Data/Ora Ricezione : 17 Marzo 2026 08:16:58

Oggetto : Notice pursuant to Article 36 of the Issuers' Regulation

Testo del comunicato

PRESS RELEASE RELEASED TO THE MARKET BY TINEXTA S.P.A. ON BEHALF OF ZINC BIDCO S.P.A.

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PRESS RELEASE RELEASED TO THE MARKET BY TINEXTA S.P.A. ON BEHALF OF ZINC BIDCO S.P.A.

THE DISCLOSURE, PUBLICATION, OR DISTRIBUTION OF THIS PRESS RELEASE IS PROHIBITED IN OR TO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER COUNTRY WHERE SUCH ACTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT APPLICABLE REGULATIONS

MANDATORY TOTALITARIAN PUBLIC TENDER OFFER FOR THE ORDINARY SHARES OF TINEXTA S.P.A. PROMOTED BY ZINC BIDCO S.P.A.

PRESS RELEASE

pursuant to Article 36 of the Regulation adopted by CONSOB with resolution no. 11971 of 14 May 1999, as subsequently amended and supplemented ("Issuers' Regulation")

Milan, 16 March 2026 – Reference is made to the mandatory public tender offer (the “Offer”) promoted by the Zinc BidCo S.p.A. (the “Offeror”) on a maximum of no. 19.573.795 shares (the “Shares”) of Tinexta S.p.A. (“Tinexta” or the “Issuer” or the “Company”), representing the 41.46% of the relevant share capital, corresponding to the entirety of the ordinary shares of Tinexta less: (i) 17,777,695 shares of the Issuer already owned by the Offeror, equal to 37.66% of the relevant share capital; (ii) 8,540,265 shares of the Issuer held by Tecno Holding S.p.A., a person acting in concert with the Offeror, equal to 18.09% of the relevant share capital; and (iii) 1,315,365 treasury shares held by the Issuer, equal to 2.79% of the relevant share capital.

Capitalised terms used in this press release, unless otherwise defined herein, shall have the same meaning ascribed to them in the offer document relating to the Offer, approved by CONSOB by resolution no. 23876 of 18 February 2026 and published on 20 February 2026 (the "Offer Document"), to which reference is made for a detailed description of all the terms and conditions of the Offer.

The Offeror hereby announces the following:

(i) the Acceptance Period will end at 5:30 p.m. (Italian time) on 20 March 2026, as set out in the Offer Document, and will not be subject to any extensions.

It being understood that, should the Offeror, jointly with the Persons Acting in Concert, come to hold a shareholding exceeding two-thirds of the Issuer's share capital, the Reopening of the Terms will take place for 5 (five) open trading days, in accordance with Article 40-bis, paragraph 1, letter b), no. 1, of the Issuers' Regulation;

(ii) the Offeror does not intend to increase the Consideration which, it is recalled, is equal to Euro 15.00 (fifteen/00) per Share tendered in acceptance of the Offer, as set out in the Offer Document; and

(iii) it is, instead, the Offeror's intention – should, following the Offer, the conditions for the fulfilment of the obligation to purchase pursuant to Article 108, paragraph 2, of the TUF or for the exercise of the right to purchase pursuant to Article 111 of the TUF not be met – to achieve the Delisting, within the shortest timeframe technically possible, by way of a merger by incorporation of the Issuer into the Offeror (or into another unlisted company of the Offeror's group), as already stated in the Offer Document.

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This press release does not constitute and is not intended to constitute an offer, invitation or solicitation to buy or otherwise acquire, subscribe, sell or otherwise dispose of financial instruments, and no sale, issue or transfer of financial instruments of Tinexta S.p.A. will be made in any country in violation of the applicable regulations therein.

The Offer is made through the publication of the relevant Offer Document, approved by CONSOB. The Offer Document contains a full description of the terms and conditions of the Offer, including the methods of acceptance. The publication or dissemination of this press release in countries other than Italy may be subject to restrictions under applicable law and, therefore, any person subject to the laws of any country other than Italy is required to independently obtain information on any restrictions provided for by applicable laws and regulations and ensure compliance with them. Any failure to comply with these restrictions may constitute a violation of the

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CERTIFIED

applicable laws of the relevant country. To the maximum extent permitted by applicable law, the parties involved in the Offer shall be exempt from any liability or adverse consequences that may arise from the violation of the above restrictions by the aforementioned persons. This press release has been prepared in accordance with Italian law and the information disclosed herein may differ from that which would have been disclosed if the notice had been prepared in accordance with the laws of countries other than Italy.

No copy of this press release or other documents relating to the Offer shall be, or may be, sent by mail or otherwise transmitted or distributed in any country where local regulations may give rise to civil, criminal, or regulatory risks if information concerning the Offer is transmitted or made available to shareholders of Tinexta S.p.A. in that country or other countries where such conduct would constitute a violation of the laws of that country, and any person receiving such documents (including custodians, trustees, or fiduciaries) is required not to send by mail or otherwise transmit or distribute them to or from any such country.

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Fine Comunicato n.20053-28-2026	Numero di Pagine: 4