Q2 2025 Earnings Conference Call July 31, 2025 Forward Looking Statements Certain information in this presentation includes forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act") and the Private Securities Litigation Reform Act of 1995) regarding future events or our future financial performance that involve certain contingencies and uncertainties, including those discussed in our Annual Report on F ...

Core Viewpoint - Tata Motors is set to acquire Iveco Group, creating a significant global player in the commercial vehicle sector, combining complementary capabilities and a shared strategic vision for long-term growth and value creation [1][3]. Offer Details - Tata Motors' voluntary tender offer for all common shares of Iveco Group is priced at EUR 14.1 per share, amounting to approximately EUR 3.8 billion, contingent upon the separation of Iveco's defense business [4][5]. - The offer includes an estimated extraordinary dividend of EUR 5.5-6.0 per share related to the defense business sale, representing a 22%-25% premium to the average price prior to speculation about the offer [5][6]. Strategic Rationale - The merger will create a combined entity with annual sales of approximately 540,000 units and revenues of around EUR 22 billion, with significant market presence in Europe, India, and the Americas [6][7]. - The integration aims to enhance investment in innovative and sustainable mobility solutions, leveraging both companies' supplier networks for global customer service [7][8]. Governance and Support - The Iveco Board unanimously supports the offer, and Exor N.V., the largest shareholder, has committed to tendering its 27.06% stake in support of the transaction [10][14]. - The Offeror has secured financing for the entire offer price, ensuring certainty of funds and deal completion [5][11]. Non-Financial Commitments - The Offeror has agreed to a set of non-financial covenants to protect the interests of Iveco's stakeholders, including employees and customers, for two years post-settlement [11][18]. - The headquarters of Iveco will remain in Turin, Italy, and there are no plans for workforce reductions as a direct result of the merger [21][23]. Timeline and Conditions - The completion of the offer is expected in the first half of 2026, subject to necessary regulatory approvals and the successful separation of the defense business by March 31, 2026 [11][30][29].

Core Viewpoint - Tata Motors and Iveco Group have reached an agreement to create a global leader in the commercial vehicle sector, combining their complementary capabilities and strategic visions to drive long-term growth and value creation [3][6][7]. Offer Details - Tata Motors will make an all-cash voluntary tender offer for all issued common shares of Iveco Group at a price of EUR 14.1 per share, representing a total consideration of approximately EUR 3.8 billion, excluding the defence business [4][5]. - The offer price includes a premium of 22%-25% over the volume-weighted average price for the three months leading up to July 17, 2025, and a 34%-41% premium after accounting for an estimated extraordinary dividend of EUR 5.5-6.0 per share related to the sale of the defence business [5]. Strategic Rationale - The merger will create a combined entity with annual sales of approximately 540,000 units and combined revenues of around EUR 22 billion, with significant market presence in Europe, India, and the Americas [6][8]. - The strategic combination is expected to enhance innovation in sustainable mobility solutions and improve operational efficiencies by leveraging both companies' supplier networks [7][8]. Board and Shareholder Support - The Iveco Board unanimously supports the offer and recommends acceptance by shareholders, with Exor N.V., the largest shareholder, committing to tender its 27.06% stake [10][13]. - The Offeror has secured financing for the entire offer price, ensuring certainty of funds for the transaction [5][10]. Conditions and Timetable - The completion of the offer is contingent upon the separation of Iveco's defence business, which is expected to close by March 31, 2026 [4][28]. - The Offer is subject to obtaining necessary regulatory approvals and is anticipated to close in the second quarter of 2026 [10][29]. Non-Financial Commitments - The Offeror has agreed to a set of non-financial covenants to support the long-term interests of Iveco's stakeholders, including maintaining employment levels and respecting existing employee rights [17][21][23]. - The headquarters of Iveco Group will remain in Turin, Italy, and there will be no material restructurings or plant closures as a direct consequence of the merger [20][23].