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Turin, 16th October 2026. Iveco Group N.V. (EXM: IVG) (the “Company”) announces that its Shareholders approved all the resolutions proposed by the Board of Directors (the “Board”) to the Extraordinary General Meeting (the “EGM”) held today in Amsterdam, the Netherlands.
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The EGM was held to discuss and adopt resolutions in connection with the voluntary public tender offer (the “Offer”) – launched by TML CV Holdings Pte. Ltd. through TML CV Holdings B.V. (the “Offeror”) – for all issued Common Shares in the capital of the Company on the terms and subject to the conditions set forth in the Offer Document published on 4th September 2026 and available inter alia
here, as amended for the purposes of the increase in the price of the Offer according to the announcement of the Offeror made on 9th October 2026 and available inter alia
here.
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At the EGM, subject to the conditions and according to the terms described in the agenda and explanatory notes published in preparation for the EGM and available here (the “Explanatory Notes”, to which readers are invited to refer for the meaning of capitalized but undefined terms in this press release), the Shareholders approved:
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- the amendment of the Articles of Association, to become effective simultaneously with Settlement;
- the conversion of the Company from a public limited liability company (naamloze vennootschap) into a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid), amending the Articles of Association accordingly, to be implemented and become effective at such time after the Delisting as determined by the Offeror;
- the Post-Offer Demerger, to be implemented at the Offeror’s choice, to the extent – inter alia – it comes to own at least 80% of the Common Shares;
- the Post-Offer Share Sale, to be implemented if the Post-Offer Demerger is also implemented;
- the dissolution in due time of the Company and the appointment of its liquidator as well as the custodian of its books and records, if the Post-Offer Demerger and Liquidation is implemented;
- the appointment of the members of the Board, to become effective at Settlement, with the titles and for the terms as specified in the Explanatory Notes, while granting discharge to the Resigning Board Members in office directly prior to Settlement;
- the amendment of the Company’s Special Voting Shares terms and conditions (to become effective as of Settlement) and termination of the Company’s loyalty voting structure (following Settlement);
- the authorization to the Board to repurchase Special Voting Shares for no consideration (om niet), to become effective as of Settlement;
- the cancellation of Special Voting Shares and any Common Shares held in treasury.
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The approval by the EGM of (i) the amendments of the Articles of Association, (ii) the conversion of the Company into a private limited liability company in case of Delisting, (iii) the appointment of the members of the Board following Settlement, (iv) the amendment of the Company’s Special Voting Shares terms and conditions and termination of the loyalty voting structure and (v) the cancellation of Special Voting Shares qualify as conditions for the Offeror’s obligation to declare the Offer unconditional. As a result of the approval by the EGM of the Back-End Resolution (as defined in the Offer Document), the minimum acceptance level of the Offer will be reduced from 95% to 80% of the Common Shares. In this respect, reference is made to Section A, Paragraphs A.2 and A.8 of the Offer Document.
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Details of all matters discussed today at the EGM are available on the Company’s website (www.ivecogroup.com), where the voting results and minutes of the EGM will be posted in due time.
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