KME S p A : Final results of the KME Group SpA’s Public Tender Offers - Reopening of the Terms of the Ordinary Shares PTO

KME Group SpA

Registered office: 20121 Milan (MI) - Foro Buonaparte 44

Share capital Euro 200,076,932.10, fully paid up

Tax Code and Milan Companies Register no. 00931330583

www.itkgroup.it

PRESS RELEASE

pursuant to art. 41, paragraph 6, of the Regulation adopted by CONSOB with resolution no. 11971 of 14

May 1999, as subsequently amended and supplemented ("Issuers' Regulation").

Final results of the Offers

Reopening of the Terms of the Ordinary Shares PTO from 5 October to 11 October 2023

Milan, 26 September 2023 - KME Group S.p.A. ("KME" or "Offeror" or "Issuer") makes the following announcement with reference to the three voluntary total public tender offers concerning, respectively, KME ordinary shares, KME savings shares and the "KME Group S.p.A. 2021 - 2024" Warrants (the "Offers"), which are the subject of the offer document approved by Consob with resolution no. 22779 of 19 July 2023 and published on 28 July 2023 (the "Offer Document").

The terms used with a capital letter in this press release, unless otherwise defined, have the meaning attributed to them in the Offer Document.

Final results of the Offers and remaining Offer Conditions

On the basis of the final results communicated by Equita SIM S.p.A., as Intermediary responsible for Coordinating the Collection of Subscriptions, at the end of the Offer Period, the following were subscribed:

• in the Ordinary Shares PTO, 118,259,645 Ordinary Shares for a value of Euro 118,259,645, representing 76.34% of the Ordinary Shares included in the Offer1, 38.44% of the capital in this category and 36.63% of the Issuer share capital as at today's date; The total number of Ordinary Shares subscribed has therefore increased by 301,068 shares compared to the provisional results announced on 25 September 2023;
• in the Savings Shares PTO, 1,035,243 Savings Shares for a value of Euro 1,120,930.06, representing 7.49% of the Savings Shares included in the Offer, 6.79% of the capital in this category and 0.32% of the Issuer share capital as at today's date; The total number of Savings Shares subscribed has therefore increased by 29,556 shares compared to the provisional results announced on 25 September 2023;
• in the Warrants PTO, 65,331,392 Warrants for a value of Euro 39,198,835.20, representing 83.58% of the Warrants included in the Offer and 43.03% of the Warrants outstanding as at today's date. The total number of Warrants subscribed has therefore increased by 3,140 Warrants compared to the provisional results announced on 25 September 2023;

• The number of Ordinary Shares included in the Ordinary Shares PTO increased by 464,745 new Ordinary Shares following the exercise of a corresponding number of Warrants, which led to a simultaneous reduction in the number of Warrants included in the Warrants PTO.

Note that in the period between the Date of the Offer Document and today, the Offeror and the Persons Acting in Concert with the Offeror have not, either directly or indirectly, made any purchases of Ordinary Shares, Savings Shares and/or Warrants outside the relative Offers.

Based on the final results, the Offeror will hold:

• also taking into account the 6,937,311 Ordinary Treasury Shares, a total of 125,196,956 Ordinary Shares, representing 40.70% of the capital in this category and 38.78% of the Issuer share capital as at today's date;
• a total of 1,035,243 Savings Shares, representing 6.79% of the capital in this category and 0.32% of the Issuer share capital as at today's date;
• a total of 65,331,392 Warrants, representing 43.03% of the Warrants outstanding as of today's date.

With reference to the Offer Conditions, in the Press Release on the Provisional Results of the Offers the Offeror announced fulfilment of the Minimum Disbursement Condition, which is confirmed in light of the final results.

Note that the effectiveness of the Offers is still subject to the remaining Offer Conditions (i.e., the Authorisation Condition and the MAC Condition). As set out in the Offer Document, the Offeror will disclose the fulfilment or non-fulfilment of such Offer Conditions and, if not fulfilled, any decision to waive them, no later than 7:29 a.m. on the Trading Day preceding the Payment Date, i.e. no later than 7:29 a.m. on 3 October 2023.

If the remaining Offer Conditions are fulfilled, or the Offeror decides to exercise its right to waive these Offer Conditions, payment of the Offer Price will take place - with simultaneous transfer of ownership to the Offeror of the Ordinary Shares, Savings Shares and Warrants subscribed - on the Payment Date, and therefore on 4 October 2023.

If any of the remaining Offer Conditions are not fulfilled and the Offeror does not exercise its right to waive these Offer Conditions, the Offers will not be finalised. In this case, the Ordinary Shares, Savings Shares and Warrants subscribed to the Offers will be returned free of charge to their respective holders, through the Appointed Intermediaries and/or Custodian Intermediaries, no later than the Trading Day following the date on which lapse of the Offers is first announced.

Reopening of the Terms of the Ordinary Shares PTO and delisting

Without prejudice to the above regarding the remaining Offer Conditions, as already indicated by the Offeror in the Press Release on the Provisional Results of the Offers, the terms for subscription only to the Ordinary Shares PTO will be reopened - in accordance with the provisions of the Offer Document, pursuant to art. 40-bis, paragraph 1, letter a) of the Issuers' Regulation - for a further period of five Trading Days starting from the Trading Day following the Payment Date, therefore specifically for the sessions of 5 October, 6 October, 9 October, 10 October and 11 October 2023 (inclusive), from 8:30 a.m. to 5:30 p.m. (the "Reopening of the Terms").

Accordingly, and without prejudice to the above regarding the remaining Offer Conditions, the Issuer's ordinary shareholders not subscribing to the Ordinary Shares PTO during the Subscription Period will be allowed to subscribe during the Reopening of the Terms, at the same Ordinary Shares PTO Price of Euro 1.00 per Ordinary Share.

Payment of the Ordinary Shares PTO Price for each Ordinary Share subscribed to the Ordinary Shares PTO during the Reopening of the Terms will take place - with simultaneous transfer of ownership of these Ordinary Shares to the Offeror - on the Payment Date on conclusion of the Reopening of the Terms, i.e. 18 October 2023.

Also note that - if, on conclusion of the Reopening of the Terms, the necessary conditions are met - the delisting will be achieved through fulfilment of the Purchase Obligation pursuant to art. 108, paragraph 2 and/or art. 108, paragraph 1, of the Consolidated Law on Finance and exercise of the Right to Purchase pursuant to art. 111, paragraph 1, of the Consolidated Law on Finance.

If, on conclusion of the Reopening of the Terms, the conditions are not met to arrange delisting through fulfilment of the Purchase Obligation pursuant to art. 108, paragraph 2 and/or art. 108, paragraph 1, of the Consolidate Law on Finance and the exercise of the Right to Purchase pursuant to art. 111, paragraph 1 of the Consolidated Law on Finance, the Offeror - in line with the reasons and objectives of the Offers represented in the Offer Document - intends to achieve the delisting through reverse merger into the subsidiary KMH S.p.A., as also announced in the press release issued on 18 September 2023.

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Note that the Offer Document is available to the public at:

• the headquarters of the Issuer in Milan, Foro Buonaparte 44;
• the headquarters of Equita SIM S.p.A., as Intermediary responsible for Coordinating the Collection of Subscriptions, in Milan, Via Turati 9.

The Offer Document is also available on the Issuer's website www.itkgroup.it, in the Investor relations/Extraordinary Transactions section, as well as at Borsa Italiana S.p.A., on the authorised storage system "eMarket STORAGE" (www.emarketstorage.it) and on the website of Morrow Sodali S.p.A., as global information agent for the Offers (the "Global Information Agent"), www.morrowsodali- transactions.com.

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This press release is available on the website www.itkgroup.it, where information can be requested directly from the company (phone: [phone]; email: [e-mail]) and on the authorised "eMarket Storage" system at www.emarketstorage.it.

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THE DISCLOSURE, PUBLICATION OR DISTRIBUTION OF THIS COMMUNICATION IS PROHIBITED IN ANY JURISDICTION WHERE IT CONSTITUTES A BREACH OF THE RELEVANT APPLICABLE LAWS

This press release does not constitute nor is intended to constitute an offer, invitation or solicitation to buy or otherwise acquire, subscribe, sell or otherwise dispose of financial instruments, and no sale, issue or transfer of financial instruments of KME Group S.p.A. will be made in any country in violation of the laws applicable therein. The Offers are made by means of publication of the relative offer document approved by CONSOB. The offer document contains a full description of the terms and conditions of the Offers, including the subscription procedures. The publication or dissemination of this Press Release in countries other than Italy may be subject to restrictions based on 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 envisaged in local applicable laws and regulations and be sure to comply with them. Any failure to comply with these restrictions may constitute a violation of legislation applicable in the country in question. Within the maximum limits permitted by applicable legislation, the parties involved in the Offers must be considered exempt from any liability or prejudicial consequence that may arise from violation of the aforementioned restrictions by the aforementioned persons concerned. This Press Release has been prepared in accordance with Italian legislation and the information disclosed herein may be different from that which would have been disclosed if the Press Release had been prepared in accordance with the regulations of countries other than Italy. No copy of this Press Release or of any other document relating

to the Offers will, or may be, sent by post or otherwise forwarded or distributed within or from any country in which the provisions of local legislation could pose risks of a civil, criminal or regulatory nature whenever information concerning the Offers is sent or made available to shareholders of KME Group S.p.A. in that country or in other countries where such conduct would constitute a violation of the laws of that country. Any person receiving such documents (including in the role of custodian or trustee) must not send them by post or otherwise transmit or distribute them to or from that country.