Tod'S — M&A Activity 2022

Sep 22, 2022

Milan – 22 September 2022

TOD'S S.p.A. – APPROVAL OF THE ISSUER'S STATEMENT RELATING TO THE VOLUNTARY TENDER OFFER LAUNCHED BY DEVA FINANCE S.R.L.

The Board of Directors of Tod's S.p.A. (the "Issuer") approved on the date hereof the statement (the "Issuer's Statement") pursuant to Article 103, paragraph 3, of Legislative Decree no. 58 of February 24, 1998, as subsequently amended (the "Italian Consolidated Financial Act") and Article 39 of the Regulation adopted by Consob with resolution no. 11971 of May 14, 1999, as subsequently amended (the "Issuers' Regulation"), containing the assessment of the Board of Directors (i) on the voluntary tender offer launched by DeVa Finance S.r.l. (the "Offeror") on all the Issuer's shares, pursuant to articles 102 and followings of the Italian Consolidated Financial Act (the "Offer") and (ii) on the fairness of the related consideration.

To issue the Issuer's Statement, the Board of Directors reviewed and took into consideration, among other things, (i) the opinion issued on September 21, 2022 by the independent directors pursuant to Article 39-bis of the Issuers' Regulation (the "Independent Directors' Opinion"), to which the fairness opinion issued by Rothschild & Co. Italia S.p.A., as financial advisor appointed by the independent directors for the purpose of their assessment, was attached, as well as (ii) the fairness opinion issued by Lazard S.r.l., as financial advisor appointed by the Board of Directors (the "Fairness Opinion").

The Board of Directors, also in light of the contents of the Fairness Opinion and the Independent Directors' Opinion, upon unanimous favourable vote of the Directors who voted at the meeting, deemed fair, from a financial point of view, the consideration equal to Euro 40.00 per each Issuer's share that will be tendered in the Offer, granting to the Director Vincenzo Manes the power to make any amendments, additions and updates that would be necessary or appropriate pursuant to the applicable law or that may be requested by the competent authorities.

For the details and the observations expressed by the Board of Directors, please refer to the Issuer's Statement, which will be attached to the offer document relating to the Offer, together with the Independent Directors' Opinion and the Fairness Opinion. All such documents will be published by the Offeror in compliance with applicable law.

Should you need explanations, please contact: Investor Relations Office - tel. +39 02 77 22 51 e-mail: c.oglio@todsgroup.com Corporate website: www.todsgroup.com