Tinexta S p A : Comunicazione ai sensi dell’art.102 del TUF - Offerta pubblica di acquisto obbligatoria totalitaria sulle azioni ordinarie di Tinexta S.p.A. promossa da Zinc Bidco S.p.A.

30 December 2025 Milan, 30 december 2025 - Pursuant to and for the purposes of Article 102, paragraph 1, of Legislative Decree No. 58 of February 24, 1998, as subsequently amended and supplemented (the "TUF"), and Article 37, paragraph 1, of the Regulation adopted by CONSOB with Resolution No. 11971 of May 14, 1999, as subsequently amended and supplemented (the "Issuers' Regulation"), the Offeror, also in the name and on behalf of the Persons Acting in Concert (as defined below), hereby announces (the "Notice") that on the date hereof the legal requirements for the Offeror to launch a mandatory public tender offer have been met, pursuant to and for the purposes of Articles 102 and 106, paragraph 1, of the TUF (the "Offer"), on all ordinary shares of Tinexta, a company listed on Euronext STAR Milan ("Euronext"), organized and managed by Borsa Italiana S.p.A. ("Borsa Italiana"), excluding (i) the 17,777,695 shares of the Issuer already owned by the Offeror (equal, net of the Issuer's treasury shares, to 38.74% of the relevant share capital), (ii) 8,540,265 shares of the Issuer held by Tecno Holding S.p.A., a person acting in concert with the Offeror (equal, net of the Issuer's treasury shares, to 18.61% of the relevant share capital,); and (iii) 1,315,365 treasury shares held by the Issuer (equal to 2.79% of the relevant share capital) (the "Treasury Shares"), aimed at obtaining the delisting (the "Delisting") of the Issuer's ordinary shares (the "Shares"). The Offer therefore concerns a maximum of 19,573,795 Shares, representing, net of Treasury Shares, 42.65% of the Issuer's share capital (the "Shares Subject to the Offer")The Offeror will pay a consideration of Euro 15.00 (fifteen euros/00) cum dividend for each Share tendered to the Offer (the "Consideration"). The legal requirements, terms, conditions, and essential elements of the Offer are set out below. For a complete description and evaluation of the Offer, please refer to the offer document that will be prepared in accordance with Schedule No. 1 of Annex 2(A) of the Issuers' Regulations and made available by the Offeror in the manner and within the time limits prescribed by applicable law (the "Offer Document").