Tinexta — M&A Activity 2026

Apr 9, 2026

teleborsa

Informazione Regolamentata n. 20053-55-2026	Data/Ora Inizio Diffusione 9 Aprile 2026 17:33:09	Euronext Star Milan

Societa': TINEXTA

Utenza - referente: TINEXTANSS01 - MASTRAGOSTINO JOSEF

Tipologia: 3.1; 2.2

Data/Ora Ricezione: 9 Aprile 2026 17:33:09

Oggetto: Cancel and replace 8/4/2026 - Purchase of shares on the market - Tender offer for the common shares of Tinexta S.p.A. launched by Zinc Bidco S.p.A.

Testo del comunicato

NOTICE 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 41, paragraph 2, letter c), of the Regulation adopted by CONSOB with resolution no. 11971 of 14 May 1999, as subsequently amended and supplemented ("Issuers' Regulation")

Milan, 8 April 2026 – With reference to the mandatory public tender offer (the “Offer”) promoted by Zinc BidCo S.p.A. (the “Offeror”) pursuant to Articles 102, 106, paragraph 1, and 109 of Legislative Decree No. 58 of February 24, 1998 (the “TUF”) and concerning the ordinary shares (the “Shares”) of Tinexta S.p.A. (“Tinexta” or the “Issuer”), the Offeror hereby announces that, on the date hereof, has carried out on the market, through Intesa Sanpaolo S.p.A., the following purchase transactions on the Shares, to be disclosed pursuant to Article 41, paragraph 2, letter c), of the Issuers’ Regulation.

Date of transaction	Trading venue	Type of transaction	Number of Shares	Currency	Weighted average price per Share
8 April 2026	Euronext Milan	Purchase	263,522	Euro	14.9718

It should be noted that the purchase transactions hereby announced have been carried out for a consideration per Share not exceeding Euro 15.00 (i.e., the consideration offered per each Share in the context of the Offer).

As a result of the transactions carried out on the date hereof, the Offeror owns (i) individually, an overall amount of no. 26,225,203 Shares, representing 55.553% of the Issuer's share capital as of the date hereof and 48.180% of voting rights exercisable at Shareholders' Meetings of Tinexta (net of treasury shares) and (ii) together with the Persons Acting in Concert, an aggregate of no. 34,765,468 Shares, representing 73.645% of the Issuer's share capital as of the date hereof and 79.559% of the voting rights exercisable at shareholders' meetings of Tinexta (net of treasury shares) (75.755% of the voting rights exercisable at the shareholders' meetings of the issuer, net of the Issuer's treasury shares, without taking into account the increased voting rights held by Tecno Holding S.p.A.).

Therefore, taking into account the purchase transaction carried out today on the market, as well as the provisional results of the Reopening of the Terms, as disclosed to the market on 7 April 2026 and subject to confirmation, following the Reopening of the Terms, the Offeror, together with the Persons Acting in Concert, will hold a total stake of 88.521% of the Issuer's share capital and 90.045% of the voting rights exercisable at the Issuer's shareholders' meetings (net of treasury shares) (88.192% of the voting rights exercisable at the Issuer's shareholders' meetings, net of treasury shares, without taking into account the increased voting rights held by Tecno Holding S.p.A.).

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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

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CERTIFIED

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 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.20053-55-2026	Numero di Pagine: 4