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Tod'S

M&A Activity Feb 12, 2024

4151_rns_2024-02-12_fcc31802-e72a-4e50-95ca-bf3dd67c4c4c.pdf

M&A Activity

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Communication published by Tod's S.p.A. on behalf of Crown BidCo S.r.l.

THE DISSEMINATION, PUBLICATION OR DISTRIBUTION OF THIS COMMUNICATION IS PROHIBITED IN ANY JURISDICTION WHERE IT WOULD CONSTITUTE A VIOLATION OF THE RELEVANT APPLICABLE LAW

Communication pursuant to Article 41, paragraph 2, letter c), of the Regulation adopted by CONSOB by resolution no. 11971 of 14 May 1999 (the "Issuers' Regulation")

Milan, 12 February 2024 – With reference to the voluntary totalitarian tender offer (the "Offer") over the shares of Tod's S.p.A. ("Tod's") (ISIN code: IT0003007728) promoted by Crown BidCo S.r.l. (the "Offeror") and announced on 10 February 2024 pursuant to Article 102, paragraph 1, of Legislative Decree no. 58 of 24 February 1998 (the "CFA"), the Offeror hereby announces that, on the date hereof, LC10 International AIV, L.P. (company which owns the entire corporate capital of the Offeror and, therefore, person acting in concert with the Offeror pursuant to Article 101-bis, paragraph 4-bis, letter b), of CFA) ("L Catterton") carried out the following purchase transactions on Tod's shares, to be disclosed pursuant to Article 41, paragraph 2, letter c), of the Issuers' Regulations:

DATE OF THE
TRANSACTION
TRADING VENUE TYPE OF
TRANSACTION
NUMBER OF
TOD'S SHARES
AVERAGE
WEIGHTED
PRICE (EURO)
12 February
2024
AQEA, AQED, AQEU,
BATP,
BEUP,
CEUD,
CEUO, CEUX, CHIXD,
DXE, JPSI, LISZ, LNEQ,
MI, TQEM, TQEX, XPOS
Purchase 1,261,844 42.879789

The transactions have been carried out through J.P. Morgan Securities plc.

It should be noted that the purchase transactions hereby announced have been carried out for a consideration per Tod's share not exceeding Euro 43.00 (i.e., the consideration offered per each Tod's share in the context of the Offer).

As a result of the transactions carried out on the date hereof, L Catterton owns an overall amount of no. 1,261,844 shares of Tod's, representing 3.813% of the share capital of Tod's.

*** * ***

This communication is available on Tod's S.p.A.'s website at www.todsgroup.com.

*** * ***

This communication does not constitute, nor is it 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 Tod's S.p.A. will be made in any country in violation of the applicable regulations. The Offer will be carried out by means of the publication of the relevant offer document subject to CONSOB's approval. The offer document will contain the full description of the terms and conditions of the Offer, including the terms and conditions of

acceptance.

The publication or dissemination of this communication 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 should independently obtain information about any restrictions under applicable laws and regulations and ensure that they comply with them. Any failure to comply with such restrictions may constitute a violation of the applicable law of the relevant country. To the fullest extent permitted by applicable laws and regulations, the persons involved in the Offer are to be held harmless from any liability or detrimental consequence that may arise from the breach of the above restrictions by such relevant persons. This notice has been prepared in accordance with the laws of Italy and the information disclosed herein may be different from that which would have been disclosed had the notice been prepared in accordance with the laws of countries other than Italy.

No copy of this communication nor any other document relating to the Offer shall be, nor may be, sent by mail or otherwise transmitted or distributed in any or all countries where the provisions of local law may give rise to civil, criminal or regulatory risks if information concerning the Offer is transmitted or made available to shareholders of Tod's S.p.A. in such country or any other country where such conduct would constitute a violation of the laws of such country and any person receiving such documents (including as custodian, trustee or trustee) is required not to mail or otherwise transmit or distribute the same to or from any such country.

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