THE DISSEMINATION, PUBLICATION OR DISTRIBUTION OF THIS ANNOUNCEMENT IS PROHIBITED IN ANY JURISDICTION
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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 ”)
PROCEDURE FOR THE FULFILMENT OF THE PURCHASE OBLIGATION EX ARTICLES 108, PARAGRAPH 2, AND 109 OF THE
TUF, BY 7BIDCO S.P.A. ON THE SHARES ISSUED BY STAR7 S.P.A.:
▪ CONCLUSION OF THE PERIOD FOR SUBMITTING SALE REQUESTS UNDER THE PROCEDURE
▪ PROVISIONAL RESULTS OF THE PROCEDURE
Alessandria (Valle San Bartolomeo), 4 August 2026 – With reference to the procedure for the fulfilment – by 7Bidco S.p.A. (“ 7BidCo ”) – of the purchase obligation under Articles 108, paragraph 2, and 109 of Legislative Decree No. 58 of 24 February 1998 (the “ TUF”), as made applicable by voluntary reference pursuant to Articles 9 and 10 of the by -laws of STAR7 S.p.A. (“ STAR7 ” or the “ Issuer ”), with reference to all 761,390 remaining shares issued by STAR7, announced in the press release of 9 July 2026 (the “Procedure ”), 7BidCo announces that the period for submitting sale requests under the Procedure, which began on Wednesday 15 July 2026 (the “ Sale Request Submission Period ”), was concluded today.
Capitalised terms used herein, unless otherwise defined, have the meaning 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 ”), published on the website of STAR7, at the address www.star -7.com , in the section “ Procedure for the Purchase Obligation ”.
PROVISIONAL RESULTS OF THE PROCEDURE
Based on the provisional results communicated by Banca Akros S.p.A. – Gruppo Banco BPM, in its capacity as the Intermediary in Charge of Coordinating the Collection of Sale Requests, as at today’s date, Sale Requests have been submitted for 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.
Therefore, taking into account:
(i) the 8,195,489 STAR7 shares held by 7BidCo as at today’s date, representing 91.06% of the Issuer’s share capital;
(ii) the 42,873 Treasury Shares, representing 0.48% of the Issuer’s share capital, held by STAR7 as at today’s date;
(iii) should the provisional results of the Procedure be confirmed, the 676,974 STAR7 shares, representing 7.52% of the Issuer’s share capital, for which Sale Requests were submitted during the Sale Request Submission Period, on the Payment Date, as a result of the completion of the Procedure, 7BidCo will come to hold a total of 8,915,336 STAR7 shares, representing 99.06% of its share capital.
DATE AND METHOD OF PAYMENT OF THE CONSIDERATION OF THE PROCEDURE
As announced to the market on 14 July 2026 and indicated in the Information Document, payment of the Consideration for each STAR7 share for which Sale Requests have been submitted will take
THE DISSEMINATION, PUBLICATION OR DISTRIBUTION OF THIS ANNOUNCEMENT IS PROHIBITED IN ANY JURISDICTION
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STAR7 | Public place – against the simultaneous transfer of title to such STAR7 shares in favour of 7BidCo – on the Payment Date (i.e., Monday 10 August 2026).
It is noted that the Consideration to be paid by 7BidCo, for each STAR7 share for which a sale request is submitted under the Procedure, is equal to Euro 9.6671, as provided for by Article 10 of STAR7’s by -laws.
Payment of the Consideration will be made in cash. The Consideration will be paid by 7BidCo into the account indicated by the Intermediary in Charge of Coordinating the Collection of Sale Requests and transferred by the latter 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 will be deemed fulfilled once the relevant amounts have been transferred to the Depositary Intermediaries. The risk that the Depositary Intermediaries fail to transfer such amounts to the persons entitled thereto, or delay such transfer, shall remain the sole responsibility of the persons participating in the Procedure.
On the Payment Date, the Intermediary in Charge of Coordinating the Collection of Sale Requests will transfer the STAR7 shares for which a Sale Request has been submitted to a securities deposit account held in the name of 7BidCo.
No interest will be paid on the Consideration between the date of submission of the Sale Request and the Payment Date.
ANNOUNCEMENT OF THE FINAL RESULTS OF THE PROCEDURE
The final results of the Procedure will be announced through the Press Release on the Final Results of the Procedure, which will be published, pursuant to Article 50 -quinquies , paragraphs 2 and 5, of the Issuers’ Regulation, by 7:29 a.m. of the Open Market Day preceding the Payment Date (i.e., by Friday 7 August 2026).
JOINT PROCEDURE AND REVOCATION FROM TRADING OF STAR7 SHARES (DELISTING )
In consideration of the fact that an overall shareholding exceeding 95% of STAR7’s share capital has been reached as a result of the Sale Requests received during the Sale Request Submission Period, the legal requirements are met for the exercise of the Purchase Right and for the fulfilment of the Purchase Obligation pursuant to Article 108, paragraph 1, of the TUF, vis -à-vis the shareholders of the Issuer who so request, with reference to the entirety of the Remaining Shares still outstanding on the Payment Date, amounting – on the basis of the provisional results indicated above – to a total of 84,416 STAR7 shares, representing 0.94% of its share capital.
As already indicated in the Information Document, 7BidCo will exercise the Purchase Right pursuant to Article 111 of the TUF on the STAR7 shares still outstanding and will simultaneously fulfil the Purchase Obligation pursuant to Article 108, paragraph 1, of the TUF, thereby giving effect to the Joint Procedure.
The consideration due for the Shares purchased following the exercise of the Purchase Right and the fulfilment of the Purchase Obligation will be equal to the Consideration.
It is noted that, following the Joint Procedure, the Shares will be revoked from trading on Euronext Growth Milan.
7BidCo will disclose, in the Press Release on the Final Results of the Procedure, the methods and terms for implementing the Joint Procedure, as well as the methods and timing for the Delisting.
* * *
THE DISSEMINATION, PUBLICATION OR DISTRIBUTION OF THIS ANNOUNCEMENT IS PROHIBITED IN ANY JURISDICTION
WHERE SUCH DISSEMINATION, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
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STAR7 | Public This announcement does not constitute, and is not intended to constitute, an offer, invitation or solicitation to buy or otherwise acquire, subscribe for, sell or otherwise dispose of financial instruments, and no sale, issue or transfer of financial instruments of STAR7 S.p.A. will be carried out in any country in violation of the applicable regulations in force therein. The Procedure is carried out by means of the publication of the relevant information document. The information document contains the complete description of the terms and conditions of the Procedure, including the acceptance procedures.
The publication or distribution of this announcement 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 is required to independently ascertain any restrictions provided for by the applicable laws and regulations and to ensure compliance therewith. Any failure to comply with such restrictions may constitute a violation of the applicable regulations of the relevant country. To the fullest extent permitted by applicable law, the parties involved in the Procedure shall be deemed exempt from any liability or adverse consequence potentially arising from the violation of the above -mentioned restrictions by the above -mentioned persons. This announcement has been prepared in accordance with Italian law, and the information disclosed herein may differ from that which would have been disclosed had the announcement been prepared in accordance with the laws of countries other than Italy.
No copy of this announcement, nor any other documents relating to the Procedure, shall be, or may be, mailed or otherwise transmitted or distributed in or from any country where the provisions of local law may give rise to civil, criminal or regulatory risks where information concerning the Procedure is transmitted or made available to shareholders of STAR7 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 as custodians, fiduciaries or trustees) is required not to mail or otherwise transmit or distribute the same into or from any such country.
Notice regarding the English Translation 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.