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Further details can be found in Section G.2.2.3 (Transactions carried out as a result of the Offer) of the Offer Document.

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Free Float and Delisting

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The Offer is intended to achieve the acquisition of the entire Issuer’s share capital and the Delisting.

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Following completion of the Offer (including the potential extension of the Acceptance Period in accordance with applicable laws or the potential Reopening of the Terms), if the conditions for the Delisting are not fulfilled, it cannot be excluded that there may be an insufficient free float to ensure the regular trading of the Common Shares.

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In such a case, Borsa Italiana may order the suspension of trading in the Common Shares and/or the Delisting pursuant to Article 2.5.1 of the Stock Exchange Regulation. To this extent, the Offeror hereby declares, also on behalf of the Persons Acting in Concert, that it will not restore a sufficient free float to ensure the regular trading of the Common Shares.

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In the event of Delisting, the holders of the Common Shares who did not tender their Common Shares in the Offer will become holders of financial instruments not traded on any regulated market, with consequent difficulties in liquidating their investment in the future. Further details can be found in Section A.16(C) (Shortage of free float after the Offer) and Section G.3 (Free float restoration) of the Offer Document.

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Announcements

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Any announcements in relation to the Offer will be issued by means of a press release, in accordance with the applicable provisions of the CFA and the Issuers’ Regulation. Any press release issued by the Issuer will be made available on the Issuer’s website (www.ivecogroup.com). Any press release issued by the Offeror will be made available on the website of Tata Motors (https://cv.tatamotors.com/) and on the Issuer’s website (www.ivecogroup.com).

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Offer Document, Position Statement and further information

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The Offeror is making the Offer on the terms and subject to the conditions and restrictions contained in the Offer Document. The Position Statement, prepared by the Issuer pursuant to Article 103, paragraphs 3 and 3-bis, of the CFA, Article 39 of the Issuers’ Regulation and Articles 2, paragraph 2, and 18, paragraph 2, and Annex G of the Decree, is published simultaneously with the Offer Document today on the Issuer’s website at www.ivecogroup.com and is attached as appendix under Section K, Paragraph K.2, of the Offer Document.

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This press release contains selected information regarding the Offer and does not replace the Offer Document and/or the Position Statement, nor does it constitute a summary thereof. The information in this press release is not complete, and additional information is contained in the Offer Document and the Position Statement.

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Holders of Offer Shares are advised to review the Offer Document, the warnings contained therein, and the Position Statement in detail and to seek independent advice where appropriate in order to reach a reasoned judgment in respect of the Offer and the content of the Offer Document and the Position Statement.

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The Offer Document is available to the public at:

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Advisors

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In connection with the combination, on behalf of Iveco Group, Goldman Sachs is acting as exclusive financial advisor, De Brauw Blackstone Westbroek and PedersoliGattai are acting as legal counsel and Maisto e Associati is acting as Italian tax counsel. Greenberg Traurig is acting as independent legal advisor to the independent non-executive members of the Iveco Board and Rothschild is acting as independent financial advisor to the independent non-executive members of the Iveco Board.

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On behalf of Tata Motors, Morgan Stanley is acting as exclusive financial advisor and Clifford Chance is acting as legal counsel. PwC and Kearney have helped with the Due Diligence.

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Georgeson S.r.l, has been appointed by the Offeror as global information agent to provide information about the Offer to all Shareholders of Iveco Group.

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BNP Paribas, Italian Branch, has been appointed by the Offeror as the intermediary responsible for coordinating the collection of the acceptances of the Offer.

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Contacts

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Tata Motors Media Contacts

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Tata Motors Corporate Communications: +91 22 6665 8282

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E-Mail: [email protected]

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Tata Motors Local Media Contacts

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Comin & Partners

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Tommaso Accomanno, Manager

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Phone: + 39 340 7701750

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E-Mail: [email protected]

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Giulia Giacobini, Consultant

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Phone: + 39 392 0282937

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E-Mail: [email protected]

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Federico Fabretti, Partner

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E-Mail: [email protected]

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Iveco Group Media Contacts

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Francesco Polsinelli, Tel: +39 335 1776091

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Fabio Lepore, Tel: +39 335 7469007

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E-mail: [email protected]

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Tata Motors Investor Relations

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Phone: +91-22-6665-8282

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E-mail: [email protected]; [email protected]

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Iveco Group Investor Relations

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Federico Donati, Tel: +39 011 0073539

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E-mail: [email protected]

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About Tata Motors (Formerly TML Commercial Vehicles Ltd):

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Part of the USD 180 billion Tata Group, Tata Motors Ltd., (BSE: Scrip code 544569; NSE: Scrip code TMCV) is India’s largest and a globally renowned manufacturer of utility vehicles, pick-ups, trucks, and buses. With over eight decades of leadership in commercial mobility, the company is known for its innovation, reliability, and performance. Its advanced powertrains, connected technologies, and intelligent fleet solutions support a wide range of applications—from last-mile delivery to public transport while seamlessly driving the wheels of the nation’s economy. Guided by its brand promise Better Always, Tata Motors delivers future-ready solutions that enhance customer experience and drive sustainable growth. The company operates in India and South Korea, with a global presence across Africa, the Middle East, Latin America, Southeast Asia, and SAARC countries.

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As per the Composite Scheme of Arrangement sanctioned by the Hon’ble National Company Law Tribunal, Mumbai Bench—amongst Tata Motors Limited, TML Commercial Vehicles Limited (the Company) and Tata Motors Passenger Vehicles Limited—the Company’s name was changed to Tata Motors Limited from TML Commercial Vehicles Limited (effective 29 October 2025), and its equity shares are listed on the BSE Ltd and the National Stock Exchange of India Limited.

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About Iveco Group

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Iveco Group N.V. (EXM: IVG) is a global player in the automotive industry, built on a strong Italian heritage and with a consolidated international reach. The Group channels decades of engineering excellence and innovation into sustainable mobility and customer driven technologies. Its five brands play a leading role in their respective domains: IVECO, a pioneering commercial vehicles brand offering heavy, medium and light duty trucks; FPT, a global leader in advanced powertrain technologies in the agriculture, construction, marine, power generation and commercial vehicles sectors; IVECO BUS and HEULIEZ, renowned for their mass transit, premium bus and coach solutions; and IVECO CAPITAL, the Group’s financing arm supporting them all. Iveco Group employs 33,000 people and operates 16 industrial sites and 22 R&D centres. Further information is available at www.ivecogroup.com.

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General restrictions
The offer referred to in this press release (the “Offer”) is promoted by TML CV Holdings Pte. Ltd. (“TML CV HS”), through TML CV Holdings B.V., a company wholly-owned by TML CV HS (the “Offeror”) on all issued and outstanding common shares (the “Shares”) of Iveco Group N.V. (“Iveco”). This press release does not constitute either a purchase offer or a solicitation to sell the Shares of Iveco.

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The Offeror has published an offer document (the “Offer Document”), which Iveco’s shareholders must carefully review. The Offer is addressed, on equal conditions, to all the holders of the Common Shares and will be launched in Italy and extended to the United States of America in compliance with Section 14(e) and Regulation 14E of the U.S. Securities Exchange Act of 1934 (the “U.S. Securities Exchange Act”), subject to the applicable exemptions set forth in Rule 14d-1(d) of the U.S. Securities Exchange Act. Except as indicated below, the Offer is subject to disclosure obligations and procedural requirements provided for by Italian law. US Iveco shareholders should be aware that such requirements may differ materially from those applicable under US domestic tender offer law and practice.

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In accordance with the laws of, and practice in, Italy and to the extent permitted by applicable law, including Rule 14e-5 under the U.S. Exchange Act, the Offeror, the Offeror’s affiliates or any nominees or brokers of the foregoing (acting as agents, or in a similar capacity, for Iveco or any of its affiliates, as applicable) may from time to time, and other than pursuant to the Offer, directly or indirectly, purchase, or arrange to purchase, outside of the United States of America, Common Shares in Iveco or any securities that are convertible into, exchangeable for or exercisable for such Common Shares in Iveco before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent information about such purchases or arrangements to purchase is made public in Italy, such information will be disclosed by means of a press release or other means reasonably calculated to inform US shareholders of Iveco of such information. In addition, subject to the applicable laws of Italy and US securities laws, including Rule 14e-5 under the U.S. Exchange Act, the financial advisers to the Offeror or their respective affiliates may also engage in ordinary course trading activities in securities of Iveco, which may include purchases or arrangements to purchase such securities.

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In order to comply with the rules and exemptions provided by US law, an Offer Document translated into English is being made available to the holders of the Common Shares resident in the United States of America. The English version of the Offer Document is merely a courtesy translation and the Italian version of the Offer Document will be the only document submitted to Consob for its approval.

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It may not be possible for US shareholders to effect service of process within the United States of America upon Iveco, the Offeror or any of their respective affiliates, or their respective officers or directors, some or all of which may reside outside the United States of America, or to enforce against any of them judgments of the United States of America courts predicated upon the civil liability provisions of the federal securities laws of the United States of America or other US law. It may not be possible to bring an action against Iveco, the Offeror and/or their respective officers or directors (as applicable) in a non-US court for violations of US laws. Further, it may not be possible to compel the Offeror or Iveco or their respective affiliates, as applicable, to subject themselves to the judgment of a US court. In addition, it may be difficult to enforce outside the United States of America original actions, or actions for the enforcement of judgments of US courts, based on the civil liability provisions of the US federal securities laws.

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The Offer, if completed, may have consequences under US federal income tax and under applicable U.S. state and local, as well as non-U.S., tax laws. Each shareholder of Iveco is urged to consult its independent professional adviser immediately regarding the tax consequences of the Offer.

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NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY IN ANY STATE OF THE U.S. HAS APPROVED OR DECLINED TO APPROVE THE OFFER OR THIS ANNOUNCEMENT, PASSED UPON THE FAIRNESS OR MERITS OF THE OFFER OR PROVIDED AN OPINION AS TO THE ACCURACY OR COMPLETENESS OF THIS ANNOUNCEMENT OR ANY OFFER DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

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The Offer has not been and will not be launched or promoted by the Offeror in Canada, Japan, Australia or in any other country other than Italy and the United States of America in which such Offer is not permitted in absence of the authorisation of the competent authorities or other obligations from the Offeror (such countries, including Canada, Japan and Australia, jointly, the “Other Countries”), nor by using instruments of communication or national or international commerce of the Other Countries (including but not limited to the postal network, fax, telex, email, telephone and internet), nor by way of any structure of any of the financial intermediaries of the Other Countries nor in any other way.

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Copy of this press release, or portions of the same, as also copy of any subsequent document which will be issued in connection with the Offer, are not and must not be sent, nor in any way transmitted or distributed, directly or indirectly in the Other Countries. Any party who receives the abovementioned documents must not distribute, send or transmit them (either by post nor by any other method or instrument of communication or commerce) in the Other Countries.

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This press release, as well as any other document that has or will be issued in connection with the Offer does not constitute and cannot be interpreted as an offer to purchase or solicitation of an offer to sell financial instruments to parties resident in Other Countries. No instrument may be offered or sold in the Other Countries in the absence of specific authorisation in compliance with the applicable provisions of the local law of those countries or in derogation of those provisions. Tenders in the Offer by parties resident in countries other than Italy and the United States of America may be subject to specific obligations or restrictions provided by law or regulatory provisions. Parties who wish to take part in the Offer bear the exclusive responsibility to comply with those laws and therefore prior to tendering their Common Shares in the Offer, those parties are required to verify their possible existence and applicability, consulting their own advisors.

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This press release contains forward-looking information and statements. Forward-looking statements are statements that are not historical facts. These statements include financial projections and estimates and their underlying assumptions, statements regarding plans, objectives and expectations with respect to future operations, products and services, and statements regarding future performance. Forward-looking statements are generally identified by the words “expects,” “anticipates,” “believes,” “intends,” “estimates” and similar expressions. Investors and holders of Iveco shares are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of the Offeror and Iveco, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include those discussed or identified in the public documents sent by the Offeror to Consob. Except as required by applicable law, the Offeror and Iveco do not undertake any obligation to update any forward-looking information or statements.

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¹ The full text of each of these opinions, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinions, is attached to the Position Statement. The opinions of Goldman Sachs were solely provided for the use and benefit of the Iveco Board and do not constitute a recommendation to the holders of the Common Shares as to whether to tender their Common Shares in the Offer (if and when made) or how they should vote or act with respect to the proposed resolutions at the EGM or any other matter.

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