registration with the company register of the resolutions of the

extraordinary shareholders' meeting of april 29, 2024

Tamburi Investment Partners S.p.A. ("TIP" - tip.mi), an independent and diversified industrial group listed on the Euronext STAR Milan segment of Borsa Italiana S.p.A. which invests in several excellent entrepreneurial companies, announces that on May 8, 2024 the resolutions of the extraordinary shareholders' meeting of TIP held on April 29, 2024, which approved certain amendments to the By-laws of the company as proposed in the explanatory report of the Board of Directors pursuant to Art. 125-ter of Legislative Decree No. 58 of 24 February 1998 (the "TUF" - Consolidated Finance Act) and Articles 72 and 84-ter, as well as to Annex 3A, Schedule 3, of the Regulations adopted by Consob Resolution No. 11971 of 14 May 1999, as subsequently amended and supplemented, and published on April 2, 2024 (the "Explanatory Report"), have been registered with the company register of Milan, Monza, Brianza, Lodi.

In this respect, it is reminded that the proposed resolution - contained in the Explanatory Report

  • indicated in point "1.2 introduction of a new paragraph 7.2, letter a-bis)in Article 7 of the By-lawsand consequently, the introduction of paragraph 7.2, letter b), (x)" of the extraordinary part of the agenda concerning the "additional" increase of the right to vote, shall give the right to withdrawal in favour of the shareholders who have not participated in the adoption of the resolution, pursuant to the eighth paragraph of the new Article 127-quinquies TUF, introduced by Italian Law no. 21 of March 5, 2024.

It is also reminded that the effectiveness of the resolution relating to the amendment of the Bylaws referred in point "1.2 introduction of a new paragraph 7.2 item a-bis)in Article 7 of By-lawsand, consequently, introduction of paragraph 7.2 item b), subitem (x)" of the extraordinary part of the agenda concerning the "additional" increase of the right to vote is subject to the termination condition, contingent on the fact that the amount of money that may be paid by the company, pursuant to Article 2437-quater of the Italian Civil Code, to the shareholders who have exercised their right of withdrawal exceeds the overall amount of 25,000,000 euros (twenty five million).

For this reason:

  • in the event that the said termination condition is not fulfilled, the resolution shall be definitively effective, the declarations of withdrawal shall be effective and the shares subject to withdrawal shall be liquidated in accordance with the applicable legislation;
  • if, on the other hand, the above condition is met, the resolution will be ineffective and, as a result, the declarations of withdrawal will also be ineffective, with the specification that no follow-up shall be given to the subscriptions collected in the context of the offer and

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placement nor to the purchase by the company, and the shares of the persons exercising the withdrawal shall remain in the possession of their respective shareholders.

The company shall promptly notify the market of the fulfilment of the termination condition in accordance with the applicable laws and regulations.

Shareholders entitled to exercise the right of withdrawal

The following shareholders shall be entitled to exercise the right of withdrawal pursuant to Art. 2437 et seq. of the Italian Civil Code: absent and abstaining shareholders and those shareholders who voted against the proposal to amend the By-laws in point "1.2 introduction of a new paragraph 7.2, item a-bis)in Article 7 of By-lawsand, consequently, the introduction of paragraph 7.2, item b), subitem (x)" of the extraordinary part of the agenda, starting from May 8, 2024 until May 23, 2024 (included).

Liquidation value

As already communicated on April 2, 2024, the liquidation value of the shares in relation to which the right of withdrawal could be exercised is equal to 8.7035 euros per share in application of Article 2437-ter, paragraph 3, of the Italian Civil Code, i.e., making exclusive reference to the arithmetic average of the closing prices of TIP's ordinary shares on Euronext Milan in the 6 (six) months preceding the publication of the notice of the Extraordinary Shareholders' Meeting on March 20, 2024.

Procedure for the exercising the right of withdrawal

The right of withdrawal shall be exercised by written notice, to be sent by registered letter to the address: Tamburi Investment Partners S.p.A., via Pontaccio 10, 20121, Milan (MI), to the attention of Ms. Alessandra Gritti, or by certified e-mail to the address tamburi.spa@legalmail.it, by the 15th (fifteenth) day following the registration in the Companies Register of the resolution to amend the By-laws. This communication shall indicate:

  • details of the shareholder who has exercised the right of withdrawal, with the address and telephone number for communications relating to the right of withdrawal;
  • the number of shares for which the right of withdrawal is exercised;
  • the details of the current account of the withdrawing shareholder to whom the liquidation value of the shares themselves must be credited;
  • the indication of the intermediary with whom the account is opened, in which the shares are registered for which the right of withdrawal is exercised, with the data relating to the above account.

The withdrawing shareholder shall also be required to request from the intermediary, at the same time as the forwarding of the declaration of withdrawal, the issuance of a notice certifying: (i) the uninterrupted ownership of the shares subject to withdrawal by the applicant from before the opening of the proceedings of the extraordinary shareholders' meeting and until the moment of

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release of the communication by the intermediary; and (ii) the absence of any pledge or other restriction on the shares forming the object of withdrawal.

If the shares subject to withdrawal are encumbered by a pledge or other restrictions in favour of third parties, the withdrawing shareholder shall also attach to the declaration of withdrawal a declaration by the pledge creditor (or the person in favour of whom the constraint is imposed) with whom the said person gives his/her/its irrevocable and unconditional consent to the release of the shares from the pledge and/or restriction and to the relevant liquidation, in accordance with the instructions of the withdrawing shareholder.

Pursuant to Art. 2437-bis, paragraph 2 of the Italian Civil Code, the shares for which the right of withdrawal has been exercised may not be assigned or form the object of acts of disposal until they are liquidated according to the procedures indicated below. To this end, the intermediary shall place a book entry lien on the account in which the shares are deposited.

Liquidation proceedings of the shares for which the right of withdrawal has been exercisedPursuant to Art. 2437-quater of the Italian Civil Code, once the period for exercising the right of withdrawal has expired, the liquidation procedure for shares shall follow the following steps:

  1. the shares for which the right of withdrawal may be exercised shall be offered as an option to the other shareholders in proportion to the number of shares owned by the 15th (fifteenth) day following the final determination of the liquidation value, by depositing the offer with the Companies Register. For the exercise of the option right, a period of not less than 30 (thirty) days from the filing of the offer shall be granted;
  2. those parties who exercise the pre-emptive right, provided that they request it simultaneously, shall have a pre-emptive right with regard to the purchase of the shares that have remained non-opted;
  3. if the shareholders do not purchase all the shares of the withdrawing shareholder, the directors shall offer them on the market;
  4. any remaining shares which have not been sold shall be purchased by the company using available profits and reserves.

We remind you that the shares shall be registered for liquidation only where any cash amount to be paid by the company pursuant to Article 2437-quater of the Italian Civil Code to shareholders who have exercised their right of withdrawal does not exceed the overall amount of 25,000,000 euros (twenty-five million). Otherwise, the resolution legitimising withdrawal shall be ineffective and, as a result, declarations of withdrawal shall also be ineffective, with the clarification that no follow-up shall be given to the subscriptions collected in the context of the offer and placement or to the purchase by the company and the shares of the persons exercising the withdrawal shall remain in the possession of their respective shareholders.

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Further information in relation to the exercise of the right of withdrawal, as well as of the procedures and terms of the liquidation procedure (including the number of shares subject to withdrawal, the option and pre-emptive offer, as well as the market offer) shall be provided to shareholders in accordance with the applicable laws and regulations.

Milan, May 9, 2024

TIP - TAMBURI INVESTMENT PARTNERS S.P.A. IS AN INDEPENDENT AND DIVERSIFIED INDUSTRIAL GROUP WITH THAT INVESTED, AMONG DIRECT INVESTEMENTS AND/OR CLUB DEALS, MORE THAN 5 BILLION EURO (AT TODAY VALUES) IN COMPANIES DEFINED AS "EXCELLENT" FROM AN ENTREPRENEURIAL POINT OF VIEW AND WITH A LONG-TERM APPROACH. OF STRATEGIC SUPPORT AND GROWTH IN VALUE, CURRENTLY TIP HAS DIRECT OR INDIRECT INTEREST IN LISTED AND UNLISTED COMPANIES INCLUDING: ALIMENTIAMOCI, ALKEMY, ALPITOUR, AMPLIFON, APOTECA NATURA, ASSET ITALIA, AZIMUT BENETTI, BENDING SPOONS, BETA UTENSILI, BUZZOOLE, CENTY, CHIORINO, DEXELANCE, DOVEVIVO, EATALY, ELICA, ENGINEERING, HUGO BOSS, INTERPUMP, ITACA, LANDI RENZO, LIMONTA, LIO FACTORY, MONCLER, MONRIF, MULAN, OCTO TELEMATICS, OVS, ROCHE BOBOIS, SESA, SIMBIOSI, STARTIP, TALENT GARDEN, TELESIA, VIANOVA AND ZEST.

Contacts: Alessandra Gritti

CEO - Investor Relator

Tel. 02 8858801 mail: gritti@tamburi.it

This press release is also available on the company's web site www.tipspa.itand disclosed by 1Info SDIR and 1Info Storage system (www.1info.it).

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TIP - Tamburi Investment Partners S.p.A. published this content on 09 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 May 2024 17:23:07 UTC.