PRESS RELEASE RELEASED TO THE MARKET BY TINEXTA S.P.A. ON BEHALF OF ZINC
BIDCO S.P.A.
THE DISCLOSURE, PUBLICATION, OR DISTRIBUTION OF THIS PRESS RELEASE IS PROHIBITED
IN OR TO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER
COUNTRY WHERE SUCH ACTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
APPLICABLE REGULATIONS
VOLUNTARY TOTALITARIAN PUBLIC TENDER OFFER FOR THE ORDINARY SHARES OF
TINEXTA S.P.A. PROMOTED BY ZINC BIDCO S.P.A.
PRESS RELEASE
pursuant to Article 41, paragraph 2, letter c) , of the Regulation adopted by CONSOB with resolution no. 11971 of 14 May 1999, as subsequently amended and supplemented (“Issuers’ Regulation”)
Milan, 27 July 2026 – With reference to the voluntary public tender offer (the “ Offer ”) promoted by Zinc BidCo S.p.A. (the “ Offeror ”) pursuant to Article 102 of Legislative Decree No. 58 of February 24, 1998 (the “ TUF ”) and concerning the ordinary shares (the “ Shares ”) of Tinexta S.p.A. (“ Tinexta ” or the “ Issuer ” or the “Company ”), the Offeror hereby announces that, on the date hereof, has carried out on the market , through Intesa Sanpaolo S.p.A., the following purchase transactions on the Shares , to be disclosed pursuant to Article 41, paragraph 2, letter c), of the Issuers’ Regulation .
Date of
transaction Trading venue Type of transaction Number of Shares Currency Price per Share 27 July 2026 Euronext Milan Purchase 8,549 Euro 14.98 It should be noted that the purchase transactions hereby announced have been carried out for a consideration per Share not exceeding Euro 15.00 ( i.e., the consideration offered per each Share in the context of the Offer).
As a result of the transactions carried out on the date hereof, the Offeror owns (i) individually, an overall amount of no. 32,801,327 Shares, representing 69.48% of the Issuer’s share capital as of the date hereof and 58.84% of the related voting rights and (ii) together with the Persons Acting in Concert, an aggregate of no. 41,341,592 Shares, representing 87.57% of the Issuer’s share capital as of the date hereof and 89.48% of the related voting rights .
Therefore, taking into account the purchases carried out on today on the market, as well as the Shares tendered during the Acceptance Period, upon completion of the Offer, the Offeror , as of today , together with the Persons Acting in Concert , and including treasury shares, came to hold an aggregate stake equal to 90.36% of the Issuer's share capital and 91.84% of the related voting rights. For further information, please refer to the press release published on the Issuer’s website on July 22, 2026.
** * ** This press release does not constitute and is not intended to constitute an offer, invitation or solicitation to buy or other wise acquire, subscribe, sell or otherwise dispose of financial instruments, and no sale, issue or transfer of financial instrument s of Tinexta S.p.A. will be made in any country in violation of the applicable regulations therein.
The Offer is made through the publication of the relevant Offer Document, approved by CONSOB. The Offer Document contains a full description of the terms and conditions of the Offer, including the methods of acceptance. The publication or dissemination of this press release in countries other than Italy may be subject to restrictions under applicable law and, therefo re, any person subject to the laws of any country other than Italy is required to independently obtain information on any restrictions provided for by applicable laws and regulations and ensure compliance with them. Any failure to comply with these restrictions may constitute a violation of the ap plicable laws of the relevant country. To the maximum extent permitted by applicable law, the parties involved in the Offer shall be exempt from any liability or adverse consequences that may arise f rom the violation of the above restrictions by the aforementioned 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 if the notice had been prepared in accordance with the laws of countries other than Italy.
No copy of this press release or other documents relating to the Offer shall be, or may be, sent by mail or otherwise transmitte d or distributed in any country where local regulations may give rise to civil, criminal, or regulatory risks if information concer ning the Offer is transmitted or made available
to shareholders of Tinexta 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 custodians, trustees, or fiduciaries) is required not to send by mail or other wise tr ansmit or distribute them to or from any such country.