Information
Regulated Notice No.
20340-21-2026Date/Time of Dissemination Start July 8, 2026 18:20:08Euronext Growth Milan
Company: BRAGA MORO User - contact person: BRAGAMOROEGMESTN01 - Petrigliano
Graziano
Type: 3.1
Date/Time of Receipt: July 8, 2026 18:20:08 Date/Time of Dissemination Start: July 8, 2026 18:20:08
Subject: ACCEPTANCES RECEIVED UP TO JULY 8, 2026 THRESHOLD EXCEEDED 90%:
THRESHOLD CONDITION MET
CIPIERRE SALE NOT SUBJECT TO GOLDEN POWER REGULATIONS
Press Release Text
See attachment
THE DISSEMINATION, PUBLICATION, OR DISTRIBUTION OF THIS COMMUNICATION IS PROHIBITED IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, OR ANY OTHER COUNTRY WHERE SUCH ACTION WOULD CONSTITUTE A VIOLATION OF THE APPLICABLE REGULATIONS VOLUNTARY TOTAL PUBLIC PURCHASE OFFER FOR THE ORDINARY SHARES OF BRAGAMORO SISTEMI DI ENERGIA S.P.A. PROMOTED BY POWER CONVERSION HOLDING S.R.L. * * * PRESS RELEASE pursuant to art. 36 of the Regulation adopted by Consob with resolution no. 11971 of May 14, 1999, as subsequently amended and supplemented (the "Issuers' Regulation") ACCEPTANCES RECEIVED UP TO JULY 8, 2026 THRESHOLD EXCEEDED 90%: THRESHOLD CONDITION MET CIPIERRE SALE NOT SUBJECT TO GOLDEN POWER REGULATIONS Milan, July 8, 2026 – Power Conversion Holding S.r.l. (the "Offeror"), with reference to the voluntary total public purchase offer (the "Offer") promoted by the Offeror and concerning the ordinary shares (the "Shares") of Braga Moro Sistemi di Energia S.p.A. ("Braga Moro" or the "Issuer"), of which the offer document was published on June 17, 2026 (the "Offer Document"), hereby announces that, based on the acceptances communicated by Equita SIM S.p.A., acting as the Intermediary Appointed to Coordinate the Collection of Acceptances, from June 22, 2026 to July 8, 2026 (inclusive), n. 867,865 Shares of the Issuer subject to the Offer have been tendered to the Offer, corresponding to 84.24% of the Shares Subject to the Offer and 41.63% of the Issuer's share capital.
The terms used with an initial capital letter in this press release, unless otherwise defined, have the same meaning attributed to them in the Offer Document. The table below shows the details of the Acceptances received as of the date of this press release: Shares Subject to the Offer The Offer concerns a maximum of n. 1,030,206 Shares, corresponding to 49.42% of Braga Moro's Fully Diluted share capital. Shares of the Issuer tendered in aggregate since the start of the Acceptance Period (June 22, 2026) to the date of this press release 867,865 Percentage of the Issuer's Shares tendered as a percentage of the Shares Subject to the Offer (equal to n. 1,030,206) 84.24% It is also reminded that the Sellers, pursuant to the Sale and Purchase Agreement, have undertaken to sell to the Offeror a total of n. 1,054,364 Shares of the Issuer, representing 50.58% of Braga Moro's share capital, for a total consideration of Euro 7,285,655.24, determined on the basis of a unit price per share of Euro 6.91, cum dividend. Therefore, it is stated that the sum of the Shares tendered in aggregate to the Offer from the start of the Acceptance Period until the date of this press release and the Shares Subject to the Sale and Purchase Agreement amounts to n. 1,922,229 Shares, representing 92.21% of the Issuer's share capital. Therefore - considering that the Offeror and the Persons Acting in Concert have achieved, based on the provisional results mentioned above (if confirmed), a holding exceeding 90% of the Issuer's share capital and subject to the fulfillment or waiver of the Suspensive Conditions of the Sale and Purchase Agreement, as defined in Paragraph 2.3 of the Preamble of the Offer Document - it is hereby announced, also in relation to what is indicated in Warning A.11 and Section F, Paragraph F.1, of the Offer Document, that: (i) the Reopening of Terms will not take place, pursuant to and for the effects of art. 40-bis, paragraph 3, letter b) of the Issuers' Regulation; (ii) the Offeror will not restore a free float sufficient to ensure the regular trading of the Shares; and (iii) the provisions of article 111 of the TUF for the exercise of the Buy-out Right and article 108, paragraph 2, of the TUF for the fulfillment of the Buy-obligation ("Joint Procedure") will apply, as referred to in article 13 of the Articles of Association.
The methods and terms by which the Offeror will proceed with the Joint Procedure will be announced according to the timelines indicated in the Offer Document. It is also specified that, following the fulfillment of the Joint Procedure, Borsa Italiana, pursuant to "Part Two – Guidelines" of article 41 of the EGM Issuers' Regulation, will arrange the Delisting, taking into account the timelines for the exercise of the Buy-out Right. It is reminded that the acceptance period for the Offer began on June 22, 2026, and will end at 5:30 PM (Italian time) on July 10, 2026 (inclusive). The consideration, equal to Euro 6.91 for each Share of the Issuer tendered to the Offer, will be paid to the Offer's acceptors on July 17, 2026, upon the simultaneous transfer of ownership of such shares to the Offeror. * * * The Offeror announces that, on July 3, 2026, the Presidency of the Council of Ministers communicated that the coordination group for the exercise of special powers pursuant to art. 3 of D.P.C.M. August 1, 2022, no. 133, based on the findings of the investigation by the Ministry of Environment and Energy Security, has resolved that the sale, by the Issuer, of the stake equal to 100% of the share capital of Cipierre does not fall within the scope of application of the regulations of decree-law of March 15, 2012, no. 21. In light of the foregoing, the Offeror announces that one of the possible obstructive events to the fulfillment of the Cipierre Operations, as defined in Paragraph 2.4 of the Preamble of the Offer Document, the execution of which constitutes one of the Suspensive Conditions of the Sale and Purchase Agreement indicated in Paragraph 2.3 of the Preamble of the Offer Document, has ceased to exist. * * * For a description of all terms and conditions of the Offer, please refer to the Offer Document and the press releases relating to the Offer available, among other places, on the Offeror's website www.bragamoro.com. This press release is available on the Offeror's website www.bragamoro.com, as well as at www.emarketstorage.it. * * *
THE DISSEMINATION, PUBLICATION OR DISTRIBUTION OF THIS COMMUNICATION IS PROHIBITED IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER COUNTRY WHERE SUCH DISSEMINATION, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT APPLICABLE REGULATIONS. This communication does not constitute, nor does it intend to constitute, an offer, invitation or solicitation to buy or otherwise acquire, subscribe, sell or otherwise dispose of financial instruments, and no sale, issuance or transfer of financial instruments of Braga Moro Sistemi di Energia S.p.A. will take place in any country in violation of the applicable regulations. The Offer will be made through the publication of the relevant offer document, which will contain a complete description of the terms and conditions of the Offer, including the methods of participation. 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 is required to independently obtain information on any restrictions imposed by applicable laws and regulations and ensure compliance therewith. Any failure to comply with such restrictions may constitute a violation of the applicable regulations of the relevant country. To the maximum extent permitted by applicable law, the parties involved in the Offer shall be deemed exempt from any liability or adverse consequence that may arise from the violation of the aforementioned restrictions by the aforementioned persons. This communication has been prepared in accordance with Italian regulations, and the information disclosed herein may differ from that which would have been disclosed had the communication been prepared in accordance with the regulations of countries other than Italy. No copy of this communication, nor any related documents concerning the Offer, will be, nor 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 if information concerning the Offer is transmitted or made available to shareholders of Braga Moro Sistemi di Energia S.p.A. in such country or other countries where such conduct would constitute a violation of the laws of such country, and any person receiving such documents (including custodians, nominees or trustees) is required not to mail or otherwise transmit or distribute them to or from any such country. 2
End of Release no. 20340-21-2026 Number of Pages: 7