Comunication pursuant to art. 102 paragraph 1 TUF

This English translation of the notice pursuant to article 102 of Legislative Decree no. 58/1998 is for courtesy only and shall not be relied upon by the recipients. The Italian version of the notice pursuant to article 102 of Legislative Decree no.

58/1998 is the only official version and shall prevail in case of any discrepancy

THIS DOCUMENT MUST NOT BE DISCLOSED, PUBLISHED OR DISTRIBUTED IN ANY COUNTRY WHERE ITS DISCLOSURE, PUBLICATION OR

DISTRIBUTION WOULD CONSTITUTE A BREACH OF THE LAWS OR REGULATIONS APPLICABLE IN THAT JURISDICTION

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Zola Predosa (BO), 13 April 2026 - Pursuant to and for the purposes of Article 102, paragraph 1, of the TUF, as well as Article 37 of the Issuers' Regulation, by this announcement (the "Notice") GVS announces its decision, resolved unanimously by the Board of Directors on 12 April 2026, to launch a voluntary partial public tender offer pursuant to Articles 102 et seq. of the TUF for a maximum of 23,255,813 of the Company's own shares, with no par value, fully paid up (the "Shares Subject to the Offer"), listed on Euronext Milan ("Euronext Milan"), a regulated market organized and managed by Borsa Italiana S.p.A. ("Borsa Italiana"), representing approximately 12.29% of the Company's share capital (the "Offer").

The Offer is addressed indiscriminately and on equal terms to all holders of shares in the Company (the "Shares ") and does not apply to the 1,717,199 treasury shares currently held by the Issuer, representing 0.91% of the share capital, which are therefore excluded from the Offer.

The Company will pay a consideration of Euro 4.30 (the "Consideration") for each Share tendered to the Offer and not returned to the accepting party pursuant to the Allotment coefficient (as defined below). The Consideration incorporates:

1. a premium of 11.67% over the weighted average price of the Shares as at 10 April 2026 (i.e., the last trading day prior to the date of publication of this Notice) (the "Reference Date"); and

   This document mus t not be circulated, published or dis tributed, in whole or in part, directly or indirectly, in the United States of America, Canada, Japan or Aus tralia.

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2. a premium of 20.45%, 11.39% and 7.36% relative to the volume-weighted arithmetic average of the official prices of the Shares recorded, respectively, in the month preceding the Reference Date (inclusive) and in the 3 and 6 months preceding the Reference Date (inclusive). The Consideration represents a discount of 0.54% compared to the volume-

weighted arithmetic average of the official prices of the Shares recorded in the 12 months preceding the Reference Date (inclusive).

For further information on the Consideration, please refer to paragraph 3.2 of this Notice.

The Offer is not conditional upon the attainment of a minimum number of acceptances. Should the number of Shares tendered to the Offer exceed the maximum number of Shares Subject to the Offer, allotment will be made on a pro rata basis, whereby the Company will purchase from all shareholders accepting the Offer the same proportion of Shares tendered to the Offer.

It is hereby noted that the effectiveness of the Offer is subject to the fulfilment or waiver of the conditions precedent set out in paragraph 3.3 of this Notice.

The key elements of the Offer and the objectives pursued thereby are set out below.

In accordance with the procedures and timeframes prescribed by applicable laws and regulations, the Offeror will submit to the Italian Securities and Exchange Commission ("CONSOB") the offer document (the "Offer Document") for publication, to which reference should be made for a complete description and assessment of the Offer.

1. Participants in the transaction
   1. Offeror and Is suer

      As the Offer is being made by GVS S.p.A., the company issuing the Shares Subject to the Offer, the Offeror and the Issuer are one and the same.

      GVS S.p.A. is a joint-stock company (società per azioni) incorporated under the laws of Italy, with its registered office at Via Roma 50, Zola Predosa (BO), tax code and registration number with the Bologna Companies Register: 03636630372, VAT number 00644831208, active, including through its subsidiaries, in the design, manufacture and marketing of advanced filtration solutions for highly critical applications, primarily in the medical sector, as well as in the energy, mobility and security sectors.

      As at the date of this Notice, the Issuer's share capital amounts to Euro 1,891,776.93, fully subscribed and paid up, consisting of 189,177,693 ordinary shares with no par value and 299,642,693 voting rights resulting from shares that have accrued the increased voting rights provided for in the Company's by-laws.

      The by-laws of GVS provide, in fact, for the increased voting rights referred to in Article 127-quinquies of the TUF, subject to the terms and conditions set out in the by-laws and in the "Regulations for the Increased Voting Rights of the Ordinary Shares of GVS S.p.A." available on the Issuer's website.

      The Company's ordinary shares are admitted to trading on Euronext Milan and are therefore dematerialized pursuant to Article 83-bis of the TUF (ISIN code for ordinary shares: IT0005411209; ISIN code for shares with increased voting rights: IT0005411217).

      Pursuant to Article 4.1 of the by-laws, the duration of the Company is set until 31 December 2100 and may be extended.

      This document mus t not be circulated, published or dis tributed, in whole or in part, directly or indirectly, in the United States of America, Canada, Japan or Aus tralia.

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      The table below shows the composition of the Offeror's share capital, including data on GVS's main shareholders based on information published on the CONSOB website, as well as further information available to the Issuer.

      
      
      

      Shareholder	Number of Shares	% of share capital	Number of voting rights	% of voting rights
      GVS Group	119,177,693	63.00%	224,177,693	74.82%
      7-Industries Holding	5,465,000	2.89%	10,930,000	3.67%

   2. Controlling entity, shareholders and relevant shareholders ' agreements

      As at the date of this Notice, control of the Issuer pursuant to Article 93 of the TUF is held by GVS Group S.r.l., with registered office at Via Roma 50, Zola Predosa (BO), with a fully subscribed and paid-up share capital of Euro 346,487.00, tax code and registration number with the Bologna Companies Register 02084250402 ("GVS Group"), holder of 119,177,693 Shares, representing 63% of the Company's share capital and 74.82% of the voting rights exercisable at the Issuer's shareholders' meetings as a result of the increased voting rights (without taking into account the effects of treasury shares).

      GVS Group, in turn, is controlled by Mr Massimo Scagliarini, the Company's Chief Executive Officer, who holds an indirect stake through Lighthouse 11 S.p.A. (a joint-stock company incorporated under the laws of Italy, with registered office at Via Roma 50, Zola Predosa (BO), tax code 03965091204, of which Mr Massimo Scagliarini is the sole shareholder and sole director), and is also held by Mr Marco Scagliarini, a non-executive director of the Company, who holds an indirect stake through Hiroki S.p.A. (a joint-stock company incorporated under the laws of Italy, with registered office at Via Roma 50, Zola Predosa (BO), tax code 03965101201, of which Mr Marco Scagliarini is the sole shareholder and sole director).

      As at the date of this Notice, to the best of the Company's knowledge, there are no relevant shareholders' agreements within the meaning of Article 122 of the TUF relating to the Company's Shares.

   3. Persons acting in concert with the Company in relation to the Offer

      As at the date of this Notice, there are no persons acting in concert with the Offeror in relation to the Offer.

      For the sake of clarity, the Company will be the sole party to acquire the Shares Subject to the Offer tendered to the Offer.

   4. Treasury shares

      As at the date of this Notice, the Issuer holds 1,717,199 Shares, representing 0.91% of the share capital.

2. Legal grounds and rationale of the Offer
   1. Legal grounds of the Offer

      The Offer consists of a voluntary partial public tender offer for treasury shares launched pursuant to and for the purposes of Articles 102 et seq. of the TUF, as well as the relevant implementing provisions contained in the Issuers' Regulation.

      This document mus t not be circulated, published or dis tributed, in whole or in part, directly or indirectly, in the United States of America, Canada, Japan or Aus tralia.

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      The Offer is also carried out pursuant to Article 132 of the TUF and Article 144-bis , paragraph 1, letter a), of the Issuers' Regulation.

      
      
      
   2. Reasons for the Offer

      The Company's Board of Directors has carefully assessed the measures to be taken to improve the efficiency and flexibility of the Company's capital structure and, following a thorough review, has concluded - taking into account, among other things, the trend in share prices - that the purchase of treasury shares through the Offer represents a beneficial investment opportunity for both the Company and its shareholders. By launching the Offer, the Company intends to take advantage of current share prices (which reflect a decline compared to the values recorded during 2025 as well as the consequences of the recent economic and geopolitical climate) to build an appropriate portfolio of treasury shares (so-called "magazzino titoli" or "treasury stock") that can be used in transactions related to the Company's core business or in projects consistent with the strategic objectives the Company intends to pursue, including any extraordinary financial transactions, such as the exchange or disposal of shareholdings to be carried out through barter, contribution or other acts of disposal and/or utilisation with other parties, including allotment to service bonds convertible into Company shares or bonds with warrants, or other uses deemed to be of financial, managerial and strategic interest to the Company. Any treasury shares purchased under the Offer may also be used to service financial instrument-based remuneration schemes pursuant to Article 114-bis of the TUF in favour of directors, employees or collaborators of the Company and/or its subsidiaries, as well as for programmes for the free allotment of shares to the Company's shareholders.

      The Offer will allow shareholders who intend to participate to benefit - on an equal footing - from:

      (i) temporary increased liquidity of their investment, at a fixed price, as well as (ii) a premium relative to the weighted average price of the Shares on the Reference Date, and relative to the arithmetic averages of the official share prices over the month preceding the Reference Date (inclusive) and over the 3 and 6 months preceding the Reference Date (inclusive).

      From an economic and financial perspective, the reduction in the number of the Company's Shares in circulation following the Offer will result, to the benefit of all shareholders, in an improvement in the earnings per share ratio, assuming the same profit for the financial year, whilst maintaining a sound capital structure.

      It is also noted that the controlling shareholder, GVS Group S.r.l., has informed the Offeror of its intention not to accept the Offer.

      The Offer is not intended to result in the cancellation of treasury shares, it being understood that the Company's extraordinary shareholders' meeting may in future resolve to cancel any treasury shares held in the Company's portfolio.

      It is hereby stated that the Offer is not intended to, nor will it in any case result in, the delisting of the Shares from Euronext Milan (so-called "delisting"). In view of the nature of the Offer, in the event of its successful and full completion, the conditions for the mandatory purchase obligation under Article 108, paragraphs 1 and 2, of the TUF would not be met, nor would the conditions for the exercise of the right of purchase referred to in Article 111 of the TUF.

3. Main terms of the Offer
   1. Category and quantity of the Shares Subject to the Offer

      The Offer is being made exclusively in Italy and relates to a maximum of 23,255,813 Shares, representing approximately 12.29% of the Issuer's share capital.

      This document mus t not be circulated, published or dis tributed, in whole or in part, directly or indirectly, in the United States of America, Canada, Japan or Aus tralia.

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      The Offer is addressed, indiscriminately and on equal terms, to all holders of Shares.

      
      
      

      The Offer is not conditional upon the attainment of a minimum number of acceptances. Therefore, should the Offer Conditions be fulfilled:

      1. if, at the end of the Offer acceptance period, the total number of Shares tendered to the Offer is equal to or less than the number of Shares Subject to the Offer, the Company will proceed to purchase all the Shares tendered;

      2. if, at the end of the Offer acceptance period, the total number of Shares tendered to the Offer is greater than the number of Shares Subject to the Offer, the Company will proceed to purchase from the shareholders accepting the Offer the same proportion of Shares tendered, applying to the number of Shares tendered by each shareholder an allotment coefficient equal to the ratio between: (i) the number of Shares Subject to the Offer; and (ii) the total number of Shares tendered to the Offer, rounded down (the "Allotment").

      It should be noted that the application of the Allotment, if any, will not allow shareholders who have accepted the Offer to withdraw their acceptance thereof. Furthermore, any Shares remaining in excess following the Allotment will be made available to those accepting the Offer in accordance with the terms and conditions to be set out in the Offer Document.

      The Shares tendered to the Offer must be freely transferable to the Company and free from liens and encumbrances of any kind and nature, whether in rem, obligatory or personal.

   2. ‌Consideration per share and Maximum Aggregate Consideration
      1. Consideration per share

The Offeror shall pay to each accepting party the Consideration, equal to Euro 4.30 for each Share Subject to the Offer tendered to the Offer and not returned to the accepting party pursuant to any Allotment coefficient.

The Consideration has been determined on the assumption that, prior to the date of payment thereof, no ordinary or extraordinary dividends, or distributions from reserves, will be made by the Issuer. In this regard, it should be noted that, as already disclosed to the market on

26 March 2026, the Company's Board of Directors has resolved to propose to the shareholders' meeting - convened on 15 May 2026 to approve, amongst other things, the financial statements for the financial year ended 31 December 2025 - that the net profit for the financial year be allocated in full to the extraordinary reserve, without making any distribution of dividends or reserves.

The Consideration shall be net of stamp duty, where applicable, and of fees, commissions and expenses which shall remain payable by the Offeror. Any substitute tax on capital gains, where applicable, shall instead remain the responsibility of the accepting parties.

The Consideration incorporates a premium of 11.67% compared to the weighted average price per Share recorded on the Reference Date, amounting to Euro 3.85.

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The table below compares the Consideration with the volume-weighted arithmetic average of the official prices of the Shares recorded in each of the preceding 1, 3, 6 and 12 months prior to the Reference Date (inclusive).