Group SpA signs an Agreement with Emosia Group for the sale of its stake in CULTI Milano SpA

Joint Press Release

The CULTI Group, with 61 employees, specializes in the production and distribution of fragrances. In fiscal year 2024, the CULTI Group recorded revenues of EUR 20.8 million, EBITDA of EUR 4.7 million and EBIT of EUR 4.2 million. As at December 31, 2024, consolidated total assets amounted to EUR 21.0 million, with shareholders' equity of EUR 12.0 million.

The transaction completes the implementation of KME's strategy to focus its industrial holding activities on the management of KME SE, which operates in the rolled products sector, and will make a significant contribution to the Group's available financial resources.

The Emosia Group is a leading French player in the home fragrance market. Through its iconic brands such as Maison Berger Paris, My Jolie Candle, and Ambiances Devineau, the group designs, manufactures, and markets products that combine innovation, industrial expertise, and international reach.

Present in nearly 70 countries, Emosia relies on a network of more than 9,000 points of sale and generates sales of over EUR 110.0 million, approximately half of which comes from exports. It has five industrial sites recognized for their excellence and expertise.

The Emosia Group pursues a growth strategy based on the development of high value-added brands, and the acquisition of CULTI allows it to integrate a premium brand that combines olfactory excellence, high-quality raw materials, distinctive design, and brand experience.

As part of the transaction, the current management team of CULTI will remain in place, ensuring continuity of operations and supporting the ongoing development of the business.

Pursuant to the Agreement, completion of the transaction ("Closing") is subject to the fulfilment of certain conditions precedent customary for transaction of this nature ("Conditions Precedent"), including in particular the consent of certain parties in commercial and financial relations with the Company, the collection of the necessary financial resources by the Purchaser and the amendment of CULTI's articles of association to

expressly provide for the applicability of Article 111 (Right of Purchase) of Legislative Decree No. 58/1998

("TUF"), in the event that a shareholder holds a stake of at least 90% of the Company's share capital.

The agreed purchase price, to be paid in full on the Closing date, is EUR 19.16 per share corresponding to a total consideration of EUR 45.8 million for the entire stake held by KME.

The agreed price represents a premium of 42.5% over the official trading price of the Company's shares recorded on December 18th, 2025 (the last trading day prior to the signing of the Agreement) and a premium respectively of 31.8% and of 33.0% over the weighted average official price of CULTI shares over the last six and twelve months preceding December 18th, 2025.

It is expected that the Conditions Precedent will be satisfied and that the Closing will occur by February 2026.

Upon completion of the transaction, Emosia will hold approximately 77.17% of the Company's share capital and will therefore be required, pursuant to Article 11 (Mandatory Tender Offer) of the Company's articles of association and Article 6-bis of the EGM Issuers' Regulations, to launch a mandatory takeover bid for all the remaining outstanding shares of the Company, at the same price per share that will be paid to KME, with a view to delisting the Company.

For KME Group SpA

The press release is available on the Company's website, www.itkgroup.it. Further information may obtained directly from the Company (telephone number +39.02.806291; e.mail: info@itk.it) and through the "eMarket STORAGE" system at the address: www.emarketstorage.it.

For Emosia Group

Contact: rp@emosia.fr

Sede Legale: 20121 Milano (MI) Foro Buonaparte, 44 Capitale sociale Euro 200.154.177,66 i.v.

Reg. Imprese Milano - Cod. fiscale 00931330583 https://www.itkgroup.it

Head Office: Chemin de la Queue Bourguignon Social Capital : Euro 22 127 083

RCS : 830106621

https://www.emosia.fr

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