Palliser Capital Issues Letter to Recordati’s Board of Directors Urging Withdrawal of Support on Materially Undervalued Tender Offer

About this update from Recordati S.p.a.

Recordati's independent directors unanimously recommended against the transaction based on Rothschild & Co.'s conclusion that the offer is unfair to minority shareholders LONDON, September 14, 2026 --( BUSINESS WIRE )--Palliser Capital ("Palliser"), a shareholder of Recordati S.p.A. ("Recordati" or the "Company") today publicly issued a letter to the Company's Board of Directors ("the Board") sent on September 1, 2026, calling on the Board to withdraw its support of Respighi BidCo S.p.A.'s €51.29-per-share tender offer, which materially undervalues Recordati and unfairly prejudices minority shareholders. Palliser believes the Board must act in line with its fiduciary duties by withdrawing its support for the offer and calling on the CVC and GBL consortium to provide fair and equitable consideration to all shareholders by increasing the price to no less than €60 per share . Palliser's concerns extend beyond the wholly inadequate price and include fundamental flaws in the valuation process, significant governance conflicts, and a transaction structure designed to coerce minority shareholders into tendering their shares into the offer. Specifically: The full details are set out in the attached letter. About Palliser Capital Palliser is an alternative investment manager that applies a value-oriented, event-driven philosophy to investing across a range of distinct yet complementary strategies on a global basis with a focus on situations where positive change and value enhancement can be achieved through thoughtful, constructive, and long-term engagement with companies and across a range of different stakeholder groups. Important Notice and Disclaimer This press release has been issued by Palliser Capital (UK) Ltd ("Palliser UK"), which is authorised and regulated by the United Kingdom's Financial Conduct Authority ("FCA"). Nothing within this press release and letter promotes, or is intended to promote, and may not be construed as promoting, any funds advised directly or indirectly by Palliser UK (the "Palliser Funds"). The views expressed herein represent the opinions of Palliser UK and its affiliates (collectively, "Palliser") as of the date hereof. Palliser reserves the right to change or modify any of its opinions expressed herein at any time and for any reason and expressly disclaims any obligation to correct, update or revise the information contained herein or to otherwise provide any additional materials. This press release and the enclosed letter are for discussion and informational purposes only, and do not constitute (a) an offer or invitation to buy or sell, or a solicitation of an offer to buy or sell, or to otherwise engage in any investment business, or provide or receive any investment services in respect of, any security or other financial instrument and no legal relations shall be created by its issue, (b) a "financial promotion" for the purposes of the UK Financial Services and Markets Act 2000 (as amended), (c) "investment advice" as defined by the UK FCA's Handbook of Rules and Guidance ("FCA Handbook"), (d) "investment research" as defined by the FCA Handbook, (e) an "investment recommendation" as defined by Regulation (EU) 596/2014 and by Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of section 3 of the European Union (Withdrawal) Act 2018 ("EUWA 2018") including as amended by regulations issued under section 8 of EUWA 2018, or (f) the provision of "investment services or activities" as defined by the Italian Legislative Decree No. 58/1998 (including Annex I thereto) and the related implementation regulations. No information contained herein should be construed as a recommendation by Palliser. This press release and letter is not intended to form the basis of any investment decision or suggest an investment strategy. This press release and letter is not (and may not be construed to be) legal, tax, investment, financial or other advice. All of the information contained herein is based on publicly available information with respect to Recordati S.p.A. (the "Company") and any other company mentioned herein, including public filings and disclosures made by the Company and other sources, as well as Palliser's analysis of such publicly available information. Any and all market data contained or referred to herein is as of close of trading on Euronext Milan on 1st September 2026 unless otherwise stated. Palliser has relied upon and assumed, without independent verification, the accuracy and completeness of all data and information available from public sources, and no representation or warranty is made that any such data or information is accurate. Palliser recognises that the Company may possess confidential or otherwise non-public information that could lead it to disagree with Palliser's views and/or conclusions and that could alter the opinions of Palliser were such information known. Nothing in this press release and letter is intended to or should be construed as a request to any shareholder to vote in any particular manner or to tender or refrain from tendering shares into any offer. The contents of this press release and the enclosed letter are intended solely as an expression of Palliser's views regarding matters concerning the Company. No representation, warranty or undertaking, express or implied, is given and no responsibility or liability or duty of care is or will be accepted by Palliser, the Palliser Funds, or any of their respective directors, officers, employees, agents, or advisers (each a "Palliser person") concerning: (i) the contents of this press release and the enclosed letter, including whether the information and opinions contained herein are accurate, fair, complete or current; (ii) the provision of any further information, whether by way of update to the information and opinions contained herein or otherwise to the recipient after the date hereof; or (iii) that Palliser's or the Palliser Funds' investment processes or investment objectives will or are likely to be achieved or successful or that Palliser's or the Palliser Funds' investments will make any profit or will not sustain losses. Past performance is not indicative of future results. To the fullest extent permitted by law, none of the Palliser persons will be responsible for any losses, whether direct, indirect or consequential, including loss of profits, damages, costs, claims or expenses relating to or arising from the recipient's or any person's reliance on this press release and letter. Except for the historical information contained herein, the information and opinions included in this press release and the enclosed letter constitute forward-looking statements, including estimates and projections prepared with respect to, among other things, the Company's anticipated operating performance, the value of the Company's securities, debt or any related financial instruments that are based upon or relate to the value of securities of the company (collectively, "Company Securities"), general economic and market conditions and other future events. You should be aware that all forward-looking statements, estimates and projections are inherently uncertain and subject to significant economic, competitive, and other uncertainties and contingencies and have been included solely for illustrative purposes. Actual results may differ materially from the estimates, projections or assumptions contained herein due to reasons that may or may not be foreseeable. No agreement, commitment, understanding or other legal relationship exists or may be deemed to exist between or among Palliser and any other person by virtue of furnishing this press release and the enclosed letter. Palliser is not acting for or on behalf of, and is not providing any advice or service to, any recipient of this press release and letter. Palliser is not responsible to any person for providing advice in relation to the subject matter of this press release and letter. Before determining on any course of action, any recipient should consider any associated risks and consequences and consult with its own independent advisors as it deems necessary. The Palliser Funds may have a direct or indirect investment in the Company. Palliser therefore has a financial interest in the profitability of the Palliser Funds' positions in the Company. Accordingly, Palliser may have conflicts of interest and this press release and letter should not be regarded as impartial. Nothing in this press release and letter should be taken as any indication of Palliser's or the Palliser Funds' current or future trading or voting intentions which may change at any time. Palliser intends to review the investments in the Company on a continuing basis and depending upon various factors, including without limitation, the Company's financial position and strategic direction, the outcome of any discussions with the Company, overall market conditions, other investment opportunities available to Palliser, and the availability of company securities at prices that would make the purchase or sale of Company Securities desirable, Palliser may from time to time (in the open market or in private transactions, including since the inception of the Palliser Funds' position) buy, sell, cover, hedge or otherwise change the form or substance of any of the Palliser Funds' investments (including Company Securities) to any degree in any manner permitted by law and expressly disclaims any obligation to notify others of any such changes. Palliser also reserves the right to take any actions with respect to the Palliser Funds' investments in the Company as it may deem appropriate, including but not limited to, communicating with other investors, shareholders, industry participants, experts and/or relevant parties with respect to any company referred to herein. Palliser has not sought or obtained consent from any third party to use any statements or information contained herein. Any such statements or information should not be viewed as indicating the support of such third party for the views expressed herein. All trademarks and trade names used herein are the exclusive property of their respective owners. View source version on businesswire.com: https://www.businesswire.com/news/home/20260911121253/en/ Contacts Prosek Partners Brian Schaffer / Kiki Tarkhan / Forrest Gitlin [email protected]

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