NSEPress Release4d ago · 27 Oct 2026, 01:27 am

Press Release

Tata Motors Limited · TMCV

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Tata Motors' subsidiary TML CV Holdings B.V. has reached a 89.42% stake in Iveco Group N.V. through a voluntary totalitarian tender offer, exceeding the 90% threshold required to compulsorily acquire the remaining shares.

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Tata Motors Limited has informed the Exchange regarding a press release dated October 27, 2026, titled "TML CV Holdings B.V., an Indirect Wholly Owned Subsidiary of Tata Motors Limited (formerly TML Commercial Vehicles Limited) ( the Company ) Voluntary Totalitarian Tender Offer for all the common shares of Iveco Group N.V. ".

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TMLCOMMERCIAL_27102026012641_NSEBSELETTER.pdf

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BSE Limited National Stock Exchange of India Ltd. First Floor, New Trading Ring Listing Compliance Department Rotunda Building, P J Towers, Exchange Plaza, Bandra Kurla Complex, Dalal Street, Fort, Mumbai 400 001 Bandra (E), Mumbai 400 051 October 27, 2026 Sc no – 139 Dear Sirs/Madam, Sub: Disclosure under Regulation 30 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (‘SEBI Listing Regulations’) TML CV Holdings B.V., an Indirect Wholly Owned Subsidiary of Tata Motors Limited (formerly TML Commercial Vehicles Limited) (“the Company”) – Voluntary Totalitarian Tender Offer for all the common shares of Iveco Group N.V. Pursuant to Regulation 30 of the SEBI Listing Regulations, and with further reference to our letters bearing sc no. 113,114, 116 and 131 dated September 1, 2026, September 4, 2026, September 5, 2026, and October 9, 2026, respectively, on the captioned subject matter, we wish to inform you that TML CV Holdings Pte. Ltd., a wholly owned subsidiary of the Company, has informed the Company that its wholly owned subsidiary, TML CV Holdings B.V. has received provisional results communicated by BNP Paribas, Italian Branch, acting as the Intermediary Responsible for Coordinating the Collection of the Acceptances. As of the date hereof 238,157,212 Common Shares have been tendered in acceptance to the Offer and TML CV Holdings B.V. has reached a shareholding of 89.42% of the Issuer's common share capital, net of the Treasury Shares. Based on the provisional results of the Offer (subject to confirmation) and taking into account the acceptances of the Offer recorded as of the date hereof, the Threshold Condition has been satisfied. A Press Release pertaining to the aforesaid matter is enclosed herewith as Annexure, content of which is self-explanatory. The Italian version of the aforesaid Press Release is also enclosed herewith for reference. This communication is for the information of the Exchanges and the Members. Yours sincerely, For Tata Motors Limited (Formerly TML Commercial Vehicles Limited) Ranjan Kumar General Counsel and Company Secretary Encl: as above Annexure NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION VOLUNTARY TOTALITARIAN TENDER OFFER FOR ALL OF THE COMMON SHARES OF IVECO GROUP N.V. * * * PRESS RELEASE pursuant to Article 36 of the Resolution no. 11971 of 14 May 1999, as further amended and supplemented (the "Issuers' Regulation") END OF THE ACCEPTANCE PERIOD PROVISIONAL RESULTS OF THE OFFER: OFFEROR REACHED A SHAREHOLDING OF 89.42% OF THE ISSUER'S COMMON SHARE CAPITAL, NET OF TREASURY SHARES FULFILMENT OF THE THRESHOLD CONDITION REOPENING OF THE TERMS OF THE ACCEPTANCE PERIOD * * * * * Amsterdam, the Netherlands, 26 October 2026 – With reference to the voluntary totalitarian tender offer (the "Offer") promoted by TML CV Holdings Pte. Ltd. ("TML CV HS"), through its wholly-owned company TML CV Holdings B.V. (the "Offeror"), pursuant to Articles 102 et seq. of the Italian Legislative Decree no. 58 of 24 February 1998, as further amended and supplemented (the "CFA"), on all the common shares (the "Common Shares") of Iveco Group N.V. ("IVG" or the "Issuer"), whose acceptance period, which commenced on 7 September 2026, closed on the date hereof, the Offeror hereby announces the following. Capitalised terms used in this press release, unless otherwise defined, shall have the meanings ascribed to them in the offer document relating to the Offer, approved by CONSOB by resolution No. 24119 of 3 September 2026 and published on 4 September 2026 (the "Offer Document"), as well as in the Amendment Notice (as defined below), both available, inter alia, on the Issuer's website (www.ivecogroup.com) and on the Offeror's website (www.tatamotors.com). It is recalled that the Offer was amended, pursuant to Articles 36 and 43 of the Issuers' Regulation, on 9 October 2026 by means of an increase of the Price through the recognition of an additional cash component equal to EUR 0.30 for each Common Share tendered to the Offer, as announced to the market by means of a press release published on the same date (the "Amendment Notice"). 1. Provisional results of the Offer Based on the provisional results communicated by BNP Paribas, Italian Branch, acting as Intermediary Responsible for Coordinating the Collection of the Acceptances, as of the date hereof, No. 238,157,212 Common Shares have been tendered in acceptance to the Offer, representing approximately 87.81% of the Issuer's common share capital and of the Offer Shares (i.e., No. 271,215,400), for an aggregate countervalue (calculated on the basis of the Price, as amended by the Amendment Notice) equal to EUR 3,429,463,852.80. In light of the above, should the provisional results of the Offer be confirmed, taking into account (i) the No. 238,157,212 Common Shares tendered to the Offer during the Acceptance Period (equal to approximately 87.81% of the Issuer's common share capital), (ii) the No. 4,868,597 Treasury Shares (equal to approximately 1.80% of the Issuer's common share capital), and (iii) that in the period between the Date of the Offer Document (i.e., 4 September 2026) and the date hereof, the Offeror has not purchased Common Shares outside the Offer, the Offeror will hold No. 238,157,212 Common Shares, equal to approximately 89.42% of the Issuer's common share capital, net of Treasury Shares. The final results of the Offer will be announced in a separate press release pursuant to Article 41, paragraph 6, of the Issuers' Regulation, which will be issued by the Offeror by 7:29 a.m. (CET) on the Trading Day prior to the Payment Date (i.e., by 7:29 a.m. (CET) on 29 October 2026) (the "Press Release on Final Offer Results"). 2. Price and Payment Date The Price for each Common Share tendered in acceptance of the Offer consists of the initial Price indicated in the Offer Document equal to EUR 14.10 (cum dividend), increased by the Additional Price of EUR 0.30 (cum dividend), and therefore is equal to an aggregate amount of EUR 14.40 (cum dividend) per Common Share (the "Price"). Without prejudice to the Conditions to the Offer, the payment of the Price with respect to the Common Shares tendered to the Offer during the Acceptance Period – against the simultaneous transfer to the Offeror of the ownership of the Common Shares tendered to the Offer – will take place on 30 October 2026. 3. Threshold Condition and other Conditions to the Offer As indicated in the Offer Document, the effectiveness of the Offer is subject, inter alia, to the condition that the acceptances of the Offer – together with (i) any Common Shares directly or indirectly held by the Offeror and any of its Affiliates, (ii) any Common Shares committed to the Offeror or any of its Affiliates in writing, and (iii) any Common Shares to which the Offeror or any of its Affiliates is entitled (i.e., shares sold but not yet transferred) – represent at least an aggregate shareholding of 95% of the issued and outstanding share capital of the Issuer represented by Common Shares (geplaatst en uitstaand gewoon aandelenkapitaal) on a fully diluted basis (in any case not taking into account the Treasury Shares). Such percentage has been automatically adjusted to 80% of the Issuer's issued and outstanding share capital represented by Common Shares (geplaatst en uitstaand gewoon aandelenkapitaal) calculated on a fully diluted basis (in any case not taking into account the Treasury Shares) since the Back-End Resolution was adopted by the EGM on 16 October 2026 and remains in full force and effect (the "Threshold Condition"). Based on the provisional results of the Offer (if confirmed), taking into account the acceptances of the Offer recorded as of the date hereof, the Threshold Condition has been satisfied. Wit [Showing first 8,000 characters — download PDF for full document]