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Public Tender Offer

20 July 2026 – Other documents made available to the public in connection with the VTO: Bylaws of Respighi BidCo S.p.A. (in ITA only)

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20 July 2026 – Other documents made available to the public in connection with the VTO: Official acts related to Respighi BidCo S.p.A. (in ITA only)

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20 July 2026 – Summary Note of the Offer Document (in ITA only)

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20 July 2026 - On behalf of Respighi BidCo SpA – Press Release pursuant to art. 38, para 2, of the Issuers’ Regulation – Publication of the Offer Document

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20 July 2026 – Other documents made available to the public in connection with the VTO: Interim Report First Quarter 2026 of Recordati SpA

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20 July 2026 – Other documents made available to the public in connection with the VTO: Integrated Consolidated Financial Statements 2025 of Recordati SpA

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20 July 2026 - Offer Document – Voluntary Totalitarian Tender Offer

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16 July 2026 - On behalf of Respighi BidCo S.p.A – Press Release pursuant to Article 36 of the Issuers’ Regulation

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15 July 2026 - Approval of the Issuer’s statement pursuant to art 103 para 3 of Leg Decree no. 58/1998, in connection with the public VTO for all the ordinary shares of Recordati Spa launched by Respighi BidCo Spa

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8 July 2026 - On behalf of Respighi BidCo S.p.A - CONSOB approved the Offer Document

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2 July 2026 - On behalf of Respighi BidCo S.p.A – Reopening of the review period

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20 June 2026 - On behalf of Respighi BidCo S.p.A – Press Release pursuant to Art 41, par 2, letter c) of the Issuers’ Regulation (Totalitarian VTO launched by Respighi BidCo SpA on Rec SpA)

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20 June 2026 - Communication disseminated by Recordati S.p.A. on behalf of CVC Capital Partners IX Aggregator SCA SICAV-RAIF Sub-Fund 2 and Black Mountain S.à r.l.

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19 June 2026 - On behalf of Respighi BidCo S.p.A – Press Release pursuant to Article 38, paragraph 1, of the Issuers’ Regulation - Suspension of the review period

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11 June 2026 - On behalf of Respighi BidCo S.p.A – Offer Document filed with CONSOB related to the voluntary totalitarian tender offer launched by Respighi BidCo S.p.A. on the ordinary shares of Recordati S.p.A.

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27 May 2026 - On behalf of Respighi BidCo S.p.A – Press Release pursuant to Art 41, par 2, letter c) of the Issuers’ Regulation (Totalitarian VTO launched by Respighi BidCo SpA on Rec SpA).

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22 May 2026 - On behalf of Respighi BidCo S.p.A – Press Release pursuant to Art 41, par 2, letter c) of the Issuers’ Regulation (Totalitarian VTO launched by Respighi BidCo SpA on Rec SpA).

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22 May 2026 - On behalf of Respighi BidCo S.p.A - VOLUNTARY TOTALITARIAN TENDER OFFER LAUNCHED BY RESPIGHI BIDCO S.P.A. ON THE ORDINARY SHARES OF RECORDATI S.P.A.

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22 May 2026 - On behalf of CVC Capital Partners IX Aggregator SCA SICAV-RAIF Sub-Fund 2 and Groupe Bruxelles Lambert SA, through Black Mountain S.à r.l. – ANNOUNCE VOLUNTARY TOTALITARIAN TENDER OFFER

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Disclaimer

Please read carefully the following restrictions and conditions before continuing.


With reference to the voluntary tender offer (the “Offer”), concerning up to no. 198,525,562 ordinary shares (the “Shares”) of Recordati S.p.A. (“Recordati”), launched – pursuant to Article 102, paragraph 1, and Article 106, paragraph 4, of the Legislative Decree 58/1998, as subsequently amended (the “Italian Financial Act”) – by Respighi BidCo S.p.A. (the “Offeror”), at a price of Euro 51.29 for each Share, as announced by the Offeror by means of a press release published on 22 May 2026, please note the following.

 

As required by applicable laws and regulations, the Offeror has published the offer document prepared in relation to the Offer (the “Offer Document”) which the shareholders of Recordati shall carefully examine.

 

The Offer is: (i) being launched in Italy, as Recordati’s Shares are listed exclusively on Euronext Milan; and (ii) directed, indiscriminately and on equal terms, to all holders of the ordinary shares of Recordati.

 

The Offer has not been and will not be launched nor disseminated, directly or indirectly, in Australia, Canada and Japan, nor in any other country where such Offer is forbidden in the absence of authorisation from competent authorities or would require further fulfilments by the Offeror — all such countries, including Canada, Japan and Australia, collectively, the “Excluded Countries” — nor using national or international communication or trade tools of the Excluded Countries, including, by way of example, the postal system, telefax, e-mail, telephone and Internet, nor by way of any office of any financial intermediary of the Excluded Countries, nor in any other manner.

 

The Offeror will extend the Offer to the holders of ordinary shares of Recordati located in the United States of America in compliance with Section 14(e) of, and Regulation 14E under, the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the “Tier II” exemption in respect of securities of foreign private issuers provided by Rule 14d-1(d) under the Exchange Act, and in any event in accordance with the applicable laws of Italy.

 

Any acceptance of the Offer resulting from solicitation activities carried out in breach of the above restrictions will not be accepted.

 

The Offer Document is confidential and may not be distributed, published, in whole or in part, or communicated to any person, or reproduced in any manner whatsoever. No transmission, distribution or reproduction of the Offer Document, in whole or in part, is authorized. Failure to comply with this provision may constitute a violation of applicable laws of relevant jurisdictions.

 

Any person who may in any event receive a copy of the Offer Document in any manner shall not be authorised and may not purchase shares of Recordati.


The Offer Document and any other document that the Offeror will issue in connection with the Offer do not constitute, and shall not be construed as, an offer to purchase, or an invitation or solicitation of an offer to sell, financial instruments to  persons resident in the Excluded Countries.

 

The Offer Document and any other document that the Offeror will issue in connection with the Offer may be accessed in or from the United Kingdom only: (i) by persons having professional experience in matters relating to investments who fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, the “Order”; or (ii) by high-net-worth entities and other persons to whom this Communication may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order; or (iii) by qualified investors as defined under paragraph 15 of Schedule 1 of the Public Offer and Admissions to Trading Regulations 2024 — all such persons together being referred to as “Relevant Persons”. The financial instruments referred to in this Communication are available only to Relevant Persons, and any invitation, offer or agreement to subscribe for, purchase or otherwise acquire such instruments will be directed only at such persons. Any person who is not a Relevant Person should not act or rely on this Communication or any of its contents.

 

No securities may be offered or traded in the Excluded Countries absent specific authorisation in compliance with the applicable provisions of the local laws of such Excluded Countries, or an exemption from such provisions. Prior to tendering into the Offer, holders of shares of Recordati are advised to carefully read the documentation relating to the Offer published in accordance with applicable law. Acceptance of the Offer by persons resident in countries other than Italy may be subject to specific obligations or restrictions provided by applicable laws or regulations. Persons wishing to accept the Offer bear the exclusive responsibility for complying with such provisions and, therefore, before accepting the Offer, are required to verify their possible existence and applicability by consulting their own advisers.

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Disclaimer

PLEASE READ CAREFULLY THE FOLLOWING RESTRICTIONS AND CONDITIONS RELATING TO ACCESS TO THIS SECTION OF THE WEBSITE


The documentation and information contained in this section of the website may be accessed solely by persons who are not currently domiciled or physically located in the United States of America, Canada, Japan, Australia, or in any other country other than Italy in which authorisation from the competent authorities or other compliance requirements would be necessary (all such countries, including Canada, Japan and Australia, collectively, the “Excluded Countries”).


The documentation and information contained in this section of the website have not been, and shall not be, sent, transmitted in any manner, or otherwise distributed, directly or indirectly, in the Excluded Countries, nor using national or international communication or trade tools of the Excluded Countries, including, by way of example, the postal system, telefax, e-mail, telephone and Internet, nor by way of any office of any financial intermediary of the Excluded Countries, nor in any other manner.


The documentation and information contained in this section of the website have not been, and shall not be, sent, transmitted in any manner , or otherwise distributed, directly or indirectly, to persons resident or physically present in the Excluded Countries, and do not constitute, and shall not be construed as, an offer to purchase, or an invitation or solicitation of an offer to sell, financial instruments to persons resident in Excluded Countries. The shares of Recordati S.p.A. referred to in this section of the website have not been and will not be registered under the Securities Act, and may not be offered or sold in the United States of America absent registration or an applicable exemption from the relevant registration requirements.


The documentation and information contained in this section of the website may be accessed in or from the United Kingdom only: (i) by persons having professional experience in matters relating to investments who fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, the “Order”; or (ii) by high-net-worth entities and other persons to whom this Communication may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order; or (iii) by qualified investors as defined under paragraph 15 of Schedule 1 of the Public Offer and Admissions to Trading Regulations 2024 — all such persons together being referred to as “Relevant Persons”. The financial instruments referred to in this Communication are available only to Relevant Persons, and any invitation, offer or agreement to subscribe for, purchase or otherwise acquire such instruments will be directed only at such persons. Any person who is not a Relevant Person should not act or rely on the documentation and information contained in this section of the website or any of its contents.


In order to access the information and documents contained in this section of the website, you declare, under your own personal liability, that you are not physically located or resident in any of the Excluded Countries, and that you have fully understood and agreed to comply with all of the restrictions set forth above.

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INFORMATION ON PERSONAL DATA PROTECTION PURSUANT TO ARTICLE 13 OF LEGISLATIVE DECREE NO. 196/2003

The personal data that you provide by compiling this form will be used by Recordati Industria Chimica e Farmaceutica S.p.A. (“Recordati”) – the “Data Controller” – solely for performing activities connected with the provision of the email alert service and it will be processed manually, by computer and via the internet in a manner that will guarantee its security and confidentiality. It is not compulsory for you to give your data, however, if you refuse to allow it to be processed, then it will be impossible for Recordati to provide you with the above-mentioned service. Your personal data may be passed on to other companies that belong to the RECORDATI Group or to associate companies of the Group and to third parties that Recordati uses to provide the service to you.

 

In any event we assure you that your data will be processed solely for the above purposes and using the above methods.

 

The company Tech Style S.r.l. has been appointed as external Data Processor in accordance with Art. 29 of the Privacy Code, because it has been engaged to maintain the technological part of the website. The Director of Investor Relations and Corporate Communication of Recordati S.p.a. has been appointed as internal Data Processor of Recordati in accordance with article 29 of the Privacy Code.

 

A data subject shall have the right to obtain at any moment confirmation of whether or not data is held on him/her, to know its content and origin, to check its accuracy or to ask for it to be added to, updated or rectified (article 7 of the Privacy Code).

 

Requests must be sent to the Data Processor of Recordati:
   by email, to the address: ;
   or by ordinary mail to Recordati Industria Chimica e Farmaceutica S.p.A. – Director of Investor Relations and Corporate Communications – 1 Via Civitali – 20148 Milan.

 

In accordance with article 23 of Legislative Decree No. 196/03 on personal data protection, having read the above information, I hereby authorise Recordati S.p.A. to process my personal data for the purposes set out in that same information. I am aware that if I refuse, Recordati will not be able to enable its email alert service for me.

 

Subsequent withdrawal of consent to the data processing mentioned in the preceding paragraph will result in the cancellation of the subscription request or cancellation of the subscription to the email alert service.