This English translation of the communication pursuant to Article 41, paragraph 2, letter c), of CONSOB Regulation no.
11971/1999 is for courtesy only and shall not be relied upon by the recipients. The Italian version of the communication pursuant to Article 41, paragraph 2, letter c) , of CONSOB Regulation no. 11971/1999 is the only authentic version and shall prevail in case of any discrepancy
Communication disseminated by Recordati S.p.A. on behalf of Respighi BidCo S.p.A.
THE DISSEMINATION, PUBLICATION OR DISTRIBUTION OF THIS COMMUNICATION IS
PROHIBITED IN ANY JURISDICTION WHERE IT WOULD CONSTITUTE A VIOLATION OF
THE REL EVANT APPLICABLE LAW
VOLUNTARY TOTALITARIAN TENDER OFFER
LAUNCHED BY RESPIGHI BIDCO S.P .A. ON THE ORDINARY SHARES OF RECORDATI S.P .A.
*°*°*
Press Release
pursuant to Article 41, paragraph 2, letter c), of the Regulation adopted by CONSOB by resolution no. 11971 of 14 May 1999 , as subsequently amended and supplemented (“Issuers’ Regulation ”)
Milan , 6 October 2026 — With reference to the voluntary totalitarian tender offer (the “ Offer ”) launched by Respighi BidCo S.p.A. (the “Offeror ” or “Respighi BidCo ”) pursuant to Articles 102 and 106, paragraph 4, of the Legislative Decree no. 58 of 24 February 1998, as subsequently amended and supplemented (the “ CFA ”), on the ordinary shares of Recordati S.p.A. (the “ Issuer ” or “ Recordati ”), the Offeror hereby announces that, on the date hereof, CVC Capital Partners IX Aggregator SCA SICAV -
RAIF Sub -Fund 2, a person acting in concert with the Offeror pursuant to Article 101 -bis, paragraphs 4 and 4 -bis, letter a), of the CFA, has carried out, through J.P. Morgan Securities plc , the following purchases of Recordati ordinary shares, which are subject to disclosure obligations pursuant to Article 41, paragraph 2, letter c), of the Issuers’ Regulation:
Date of the transaction Trading venue Type of transaction Total n umber of Recordati ’s Shares Currency Minimum
price per
Recordati ’s
Share –
Maximum
price per
Recordati’s
Share
6 October 2026 AQEA, AQED,
BEUP, CEUD,
CEUO, CEUX,
DIMIL, LISZ,
MI, TQEM,
XPOS Purchase 1,691,537 Euro 52.95 – 53.00 Precisely, as a result of the above purchases on the date hereof , CVC Capital Partners IX Aggregator SCA SICAV -RAIF Sub-Fund 2 has purchased aggregate no. 1,691,537 of Recordati shares , representing 0.81% of Recordati’s share capita l.
This English translation of the communication pursuant to Article 41, paragraph 2, letter c), of CONSOB Regulation no.
11971/1999 is for courtesy only and shall not be relied upon by the recipients. The Italian version of the communication pursuant to Article 41, paragraph 2, letter c) , of CONSOB Regulation no. 11971/1999 is the only authentic version and shall prevail in case of any discrepancy
It should be noted that the purchase s hereby announced have been carried out for a consideration per Recordati share not exceeding Euro 53.00 (i.e., the consideration offered for each Recordati share in the context of the Offer as increased in accordance with the press release of the Offeror dated 6 October 2026 pursuant to Articles 36 and 43 of the Issuers’ Regulation ).
Following the aforementioned purchases of Recordati shares, as of the date of this communication:
(i) CVC Capital Partners IX Aggregator SCA SICAV -RAIF Sub -Fund 2 (person acting in concert with the Offeror pursuant to Article 101 -bis, paragraphs 4 and 4 -bis, letter a), of the CFA ) holds in aggregate (x) a shareholding comprising no. 5,490,185 Recordati shares, representing 2.63% of Recordati ’s share capital , held directly by the CVC Investor, and (y) a holding in financial instruments pursuant to Article 116 -terdecies , paragraph 1, letter d1), of the Issuers’ Regulation (other long positions ), consisting of the long position assumed by CVC Capital Partners IX Aggregator SCA SICAV -RAIF Sub -Fund 2 pursuant to the TRS derivative agreement entered into on 19 June 2026 as last amended and supplemented on 6 October 2026, having as underlying asset up to no. 10,250,000 Recordati shares, representing approximately 4.90% of Recordati’s share capital;
(ii) Black Mountain S.à r.l. (person acting in concert with the Offeror pursuant to Article 101 -bis, paragraphs 4 and 4 -bis, letter a), of the CFA) directly holds aggregate no. 6,800,946 Recordati shares , representing 3.25% of Recordati’s share capita l; and (iii) Rossini S.à r.l. (person acting in concert with the Offeror pursuant to Article 101 -bis, paragraphs 4 and 4 -bis, lett er a), of the CFA) directly holds aggregate no. 97,912,463 Recordati shares, representing 46.82 % of Recordati’s share capital , which have been tendered to the Offer prior to the date hereof .
This English translation of the communication pursuant to Article 41, paragraph 2, letter c), of CONSOB Regulation no.
11971/1999 is for courtesy only and shall not be relied upon by the recipients. The Italian version of the communication pursuant to Article 41, paragraph 2, letter c) , of CONSOB Regulation no. 11971/1999 is the only authentic version and shall prevail in case of any discrepancy
*°*°*
THIS COMMUNICATION MUST NOT BE DISSEMINATED, PUBLISHED OR DISTRIBUTED, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN ANY COUNTRY WHERE IT WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT APPLICABLE LAWS AND REGULATIONS,
INCLUDING UNITED STATES OF AMERICA, CANADA, JAPAN AND AUSTRALIA (AND OTHER
EXCLUDED COUNTRIES, AS DEFINED BELOW).
The voluntary totalitarian tender offer pursuant to Articles 102, paragraph 1, and 106, paragraph 4, of the CFA described in this communication (the “ Offer ”) will be launched by Respighi BidCo S.p.A. (the “ Offeror ” or “Respighi BidCo ”) on the ordinary shares of Recordati S.p.A. (the “ Issuer ” or “ Recordati ”).
This communication does not constitute an offer to buy or sell the ordinary shares of Recordati.
Before the beginning of the Acceptance Period, as required by applicable laws and regulations, the Offeror has publish ed the Offer Document, which the shareholders of Recordati shall carefully examine.
The Offer is (i) being launched in Italy, as the Issuer’s Shares are listed exclusively on Euronext Milan, and (ii) directed, indiscriminately and on equal terms, to all holders of the ordinary shares of Recordati.
As of the date of this communication , the Offer has not been and will not be launched nor disseminated, directly or indirectly, in the United States of America, Australia, Canada and Japan, nor in any other country where such an Offer is forbidden without authorisation from competent authori ties or other fulfilments are required by the Offeror (all such countries, including the United States of America, Canada, Japan and Australia, collectively, the “Excluded Countries ”), nor using national or international communication or trade tools of the Excluded Countries (including, by way of example, the postal system, telefax, e -mail, telephone and Internet), nor by way of any office of any of the financial intermediaries of su ch Excluded Countries, nor in any other manner.
Any acceptance of the Offer resulting from solicitation activities carried out in breach of the above restrictions will not be accepted.
This communication , as well as any other document issued by the Offeror in connection with the Offer, does not constitute and shall not form part of any offer to purchase or invitation or solicitation of an offer to sell financial instruments in any of the Excluded Countrie s. No securities may be offered, sold or purchased in any of the Excluded Countries unless such offer, sale or purchase is made pursuant to an exemption from, or in accordance with, the relevant local laws and regulations of such countries. As of the date of this communication , the Offeror has not made any decision regarding a possible extension of the Offer to the United States of America and reserves all rights in this regard in accordance with applicable US regulation.
This communication 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 communication been prepared in accordance with the laws of countries other than Italy.
This communication and any other document relating to the Offer are accessible in or from the United Kingdom only: (i) by persons having professional experience in matters relating to investments who fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “ Order ”); (ii) by high -net-worth entities and other persons to whom this communication may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order ; or (iii) by qualified investors as defined under paragraph 15 of schedule 1 of the Public Offer and Admissions to Trading Regulations 2024 (all such persons together being referred to as “Relevant Persons ”). The financial instruments referred to in this communication are available only to Relevant Persons, and any invitation, offer or agreement to subscribe for, purchase or otherwise acquire such instruments will be directed only at such persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.
Any acceptance of the Offer by parties which are resident in countries other than Italy may be subject to specific obligations or restrictions provided by applicable laws or regulations. Parties who wish to accept the Offer bear the exclusive responsibilit y to comply with those laws and therefore, prior to accepting the Offer, those parties are required to verify their possible existence and applicability, consulting their own advisors.