THE DISSEMINATION, PUBLICATION OR DISTRIBUTION OF THIS PRESS RELEASE IS PROHIBITED IN ANY JURISDICTION
WHERE IT WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAW.
STAR7 | Public PRESS RELEASE
pursuant to Articles 36 and 50 -quinquies, paragraphs 2 and 5, of the regulation adopted by CONSOB Resolution No. 11971 of 14 May 1999 (the “Issuers’ Regulation”)
published and disseminated by STAR7 S.p.A. in the name and on behalf of 7BidCo S.p.A.
PROCEDURE FOR THE FULFILMENT BY 7BIDCO OF THE PURCHASE OBLIGATION PURSUANT TO ARTICLES 108,
PARAGRAPH 2, AND 109 OF THE TUF IN RESPECT OF THE SHARES ISSUED BY STAR7:
▪ FINAL RESULTS OF THE PROCEDURE
▪ TERMS AND CONDITIONS OF THE JOINT PROCEDURE FOR THE EXERCISE OF THE RIGHT TO PURCHASE
THE REMAINING STAR7 SHARES PURSUANT TO ARTICLE 111 OF THE TUF AND THE FULFILMENT OF
THE PURCHASE OBLIGATION PURSUANT TO ARTICLE 108, PARAGRAPH 1, OF THE TUF
▪ SUSPENSION OF STAR7 SHARES FROM TRADING ON EURONEXT GROWTH MILAN ON 10 AND 11
AUGUST 2026
▪ DELISTING OF STAR7 SHARES FROM EURONEXT GROWTH MILAN WITH EFFECT FROM 12 AUGUST
2026
Alessandria (Valle San Bartolomeo), 5 August 2026 – With reference to:
(i) the procedure for the fulfilment by 7BidCo S.p.A. (“ 7BidCo ”) of the purchase obligation pursuant to Articles 108, paragraph 2, and 109 of Italian Legislative Decree No. 58 of 24 February 1998 (the “TUF ”), as made applicable by voluntary reference pursuant to Articles 9 and 10 of the articles of association of STAR7 S.p.A. (“ STAR7 ” or the “ Issuer ”), in respect of all the remaining 761,390 shares issued by STAR7, whose shares are traded on Euronext Growth Milan, organised and managed by Borsa Italiana S.p.A. (“ Euronext Growth Milan ” and “ Borsa Italiana ”, respectively), as announced in the press release dated 9 July 2026 (the “ Procedure ”); and (ii) the press release published on 4 August 2026, by which 7BidCo announced to the market the conclusion of the period for the submission of requests to sell under the Procedure, which commenced on Wednesday, 15 July 2026, and ended on Tuesday, 4 August 2026 (the “ Period for the Submission of Requests to Sell ”), and the provisional results of the Procedure (the “ Provisional Results Press
Release ”),
the following is hereby announced.
Capitalised terms used herein, unless otherwise defined, shall have the meanings ascribed to them in the information document relating to the Procedure, prepared by 7BidCo pursuant to Article 50 -quinquies , paragraph 4, of the Issuers’ Regulation (the “ Information Document ”) and published on STAR7’s website at www.star -7.com , in the section “ Procedure for the Fulfilment of the Purchase Obligation ”.
FINAL RESULTS OF THE PROCEDURE
Further to the Provisional Results Press Release, 7BidCo hereby announces, pursuant to and for the purposes of Article 50 -
quinquies , paragraphs 2 and 5, of the Issuers’ Regulation, that, based on the final results communicated by Banca Akros S.p.A. – Banco BPM Group, acting as the Intermediary Appointed to Coordinate the Collection of Requests to Sell, Requests to Sell were submitted in respect of a total of 676,974 STAR7 shares, representing 7.52% of the Issuer’s share capital and 88.91% of the Remaining Shares subject to the Procedure. Accordingly, the final aggregate number of STAR7 shares in respect of which Requests to Sell were submitted is confirmed as being unchanged from the provisional results set out in the Provisional Resul ts Press Release.
Therefore, taking into account:
(i) the 8,195,489 STAR7 shares held by 7BidCo as of the date hereof, representing 91.06% of the Issuer’s
share capital;
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STAR7 | Public (ii) the 42,873 Treasury Shares held by STAR7 as of the date hereof, representing 0.48% of the Issuer’s share capital; and (iii) the 676,974 STAR7 shares in respect of which Requests to Sell were submitted during the Period for the Submission of Requests to Sell, representing 7.52% of the Issuer’s share capital, on the Payment Date (i.e. 10 August 2026), as a result of the completion of the Procedure, 7BidCo will hold an aggregate of 8,915,336 STAR7 shares, representing 99.06% of STAR7’s share capital.
It should be noted that, during the period between the announcement date (i.e. 9 July 2026) and the date hereof, neither 7BidCo nor the Persons Acting in Concert with it made, either directly or indirectly, any purchases of STAR7 shares outside the Procedure.
DATE AND METHOD OF PAYMENT OF THE CONSIDERATION UNDER THE PROCEDURE
As announced to the market on 9 July 2026 and set out in the Information Document and the Provisional Results Press Release, the Consideration payable to the holders of STAR7 shares in respect of which Requests to Sell were submitted – equal to EUR 9.6671 (nine point six six seven one) for each STAR7 share – will be paid on the Payment Date (i.e. 10 August 2026), against the simultaneous transfer to 7BidCo of title to such STAR7 shares. The Consideration will be paid in cash.
7BidCo will pay the Consideration into the account designated by the Intermediary Appointed to Coordinate the Collection of Requests to Sell, which will transfer it to the Depositary Intermediaries for crediting to the accounts of their respective clients, in accordance with the instructions provided by the participants in the Procedure.
7BidCo’s obligation to pay the Consideration under the Procedure shall be deemed fulfilled when the relevant funds have been transferred to the Depositary Intermediaries. The risk that the Depositary Intermediaries may fail to transfer such funds to the persons entitled thereto, or may delay such transfer, shall be borne exclusively by the persons participating in the Procedure.
On the Payment Date, the Intermediary Appointed to Coordinate the Collection of Requests to Sell will transfer the STAR7 shares in respect of which a Request to Sell was submitted to a securities account held in the name of 7BidCo.
No interest will be payable on the Consideration for the period between the date on which the Request to Sell was submitted and the Payment Date.
JOINT PROCEDURE
As a result of the Requests to Sell received during the Period for the Submission of Requests to Sell, 7BidCo has reached an aggregate shareholding exceeding 95% of STAR7’s share capital, as previously anticipated in the Provisional Results Press Release. Accordingly, the statutory conditions have been met for 7BidCo to exercise the Right to Purchase and to fulfil the Purchase Obligation pursuant to Article 108, paragraph 1, of the TUF vis -à-vis those shareholders of the Issuer who so request, in respect of all the 84,416 STAR7 shares still outstanding on the Payment Date, representing 0.94% of STAR7’s share capital, and not held by 7BidCo or the Persons Acting in Concert with it (the “ Remaining Shares ”).
As already stated in the Information Document and the Provisional Results Press Release, 7BidCo will exercise the Right to Purchase the Remaining Shares pursuant to Article 111 of the TUF and will simultaneously fulfil the Purchase Obligation pursuant to Article 108, paragraph 1, of the TUF, thereby implementing the Joint Procedure.
The consideration to be paid by 7BidCo in connection with the Joint Procedure will be equal to the Consideration.
Based on the number of Remaining Shares, the aggregate consideration for the Joint Procedure amounts to EUR 816,057.91 (the “ Aggregate Consideration for the Joint Procedure ”).
The Aggregate Consideration for the Joint Procedure will be deposited by 7BidCo into a current account opened in the name of 7BidCo with Banca Akros S.p.A. – Banco BPM Group and restricted for the payment of the Aggregate Consideration for the Joint Procedure (the “ Relevant Account ”).
In order to implement the Joint Procedure, on Wednesday, 12 August 2026, 7BidCo will confirm to STAR7 that an amount equal to the Aggregate Consideration for the Joint Procedure is held in the Relevant Account and, therefore, that the funds in the Relevant Account are available for payment of the consideration under the Joint Procedure.
Accordingly, the Joint Procedure will be carried out on Wednesday, 12 August 2026, and title to the Remaining Shares will be transferred to 7BidCo with effect from that date, with STAR7 making the corresponding entry in the
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STAR7 | Public shareholders’ register pursuant to Article 111, paragraph 3, of the TUF.
For the avoidance of doubt, the Right to Purchase is being exercised in respect of all the Remaining Shares, irrespective of whether payment of the consideration under the Joint Procedure referred to above has been requested.
The holders of the Remaining Shares are entitled to receive payment of the consideration under the Joint Procedure directly through their respective intermediaries. The obligation to pay the consideration under the Joint Procedure shall be deemed fulfilled when the relevant funds have been transferred to the Depositary Intermediaries from which the Remaining Shares subject to the Joint Procedure originated.
The risk that the Depositary Intermediaries may fail to transfer the funds to the persons entitled thereto, or may delay such transfer, shall be borne exclusively by the Issuer’s shareholders.
It should be noted that, upon expiry of the five -year limitation period pursuant to Article 2949 of the Italian Civil Code, subject to Articles 2941 et seq. of the Italian Civil Code, the right of the holders of the Remaining Shares to receive payment of the consideration under the Joint Procedure will become time -barred, and 7BidCo will be entitled to the return of the portion of the Aggregate Consideration for the Joint Procedure that has not been claimed by the persons entitled thereto.
SUSPENSION FROM TRADING AND DELISTING OF STAR7 SHARES FROM EURONEXT GROWTH MILAN
Pursuant to Article 41 of the Euronext Growth Milan Issuers’ Regulation, Borsa Italiana will suspend the STAR7 shares from trading on Euronext Growth Milan for the trading sessions of 10 and 11 August 2026 and will delist the STAR7 shares from trading on Euronext Growth Milan with effect from 12 August 2026.
* * *
This press release does not constitute, nor is it intended to constitute, an offer, invitation or solicitation to purchase or otherwise acquire, subscribe for, sell or otherwise dispose of any financial instruments, and no sale, issuance or transfer of financial instruments of STAR7 S.p.A. will be made in any jurisdiction in violation of the applicable laws thereof. The Procedure is being carried out through the publication of the relevant Information Document. The Information Document contains a complete description of the terms and conditions of the Procedure, including the procedures for participating therein.
The publication or distribution of this press release in jurisdictions other than Italy may be subject to restrictions under applicable law. Accordingly, any person subject to the laws of any jurisdiction other than Italy is required to obtain information independently on any restrictions imposed by applicable laws and regulations and to ensure compliance therewith. Any failure to comply with such restrictions may constitute a violation of the applicable laws of the relevant jurisdiction. To the fullest extent permitted by applicable law, the persons involved in the Procedure shall be deemed exempt from any liability or adverse consequence arising from any breach of the above restrictions by any such 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 had this press release been prepared in accordance with the laws of jurisdictions other than Italy.
No copy of this press release or any other document relating to the Procedure will be, or may be, mailed or otherwise forwarded, transmitted or distributed in, into or from any jurisdiction where the provisions of local law may give rise to civil, criminal or regulatory risks if information concerning the Procedure is transmitted or made available to shareholders of STAR7 S.p.A. in such jurisdiction, or in any other jurisdiction where such conduct would constitute a violation of the laws of that jurisdiction. Any person receiving such documents (including custodians, nominees or trustees) is required not to mail or otherwise forward, transmit or distribute them in, into or from any such jurisdiction.
Notice regarding the English Translation
THE DISSEMINATION, PUBLICATION OR DISTRIBUTION OF THIS PRESS RELEASE IS PROHIBITED IN ANY JURISDICTION
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STAR7 | Public This document includes an English translation prepared with the assistance of artificial intelligence tools for the convenience of international readers. The translation is provided for information purposes only and does not constitute an official version of the document. In the event of any discrepancy between the English translation and the original Italian text, the Italian version shall prevail.