Zenit SpA press release on the delisting of the Sole 24 Ore Group

holders of a total of 62,536,240 ordinary shares and Special Shares of Il Sole 24 Ore, representing 95.700% of the share capital of Il Sole 24 Ore.

Therefore, the legal prerequisites for the exercise of the Squeeze-out Right and for the fulfilment of the Sell-out Procedure under Art. 108, paragraph 1, of the Consolidated Financial Act, to be exercised by implementing the Joint Procedure, have been fulfilled. To this purpose, on 7 July 2025, the Offeror submitted a request to CONSOB for the determination of the consideration for the Joint Procedure pursuant to the combined provisions of Article 108, paragraph 4, of the TUF (as recalled, with reference to the Squeeze-out Right, by Article 111, paragraph 2, of the TUF) and Article 50, paragraph 10, of the Issuers' Regulations (as recalled, with reference to the Squeeze-out Right, by Article 50-quater, paragraph 1, of the Issuers' Regulations).

The Offeror announces that CONSOB, with resolution No. 23649 of 30 July 2025, pursuant to article 50, paragraph 11, of the Regulation on Issuers, determined the consideration for the exercise of the Squeeze-out Right and for the fulfilment of the Sell-out Procedure under article 108, paragraph 1, of the TUF, to be recognised within the framework of the Joint Procedure, as equal to the Price, i.e. Euro 1.100, for each of the No. 2,809,557 Special Shares still outstanding, i.e. the Special Shares which have not been tendered during the Acceptance Period and have not been purchased outside of the Offer by the Offeror, equal to approximately 4.986% of the share capital of the Issuer represented by Special Shares and equal to approximately 4.300% of the share capital of the Issuer (the "Residual Shares").

Modalities and terms of the Joint Procedure

The Offeror, in accordance with what is stated in the Offer Document, will therefore exercise the Squeeze-out Right and, at the same time, will fulfil the Sell-out Procedure pursuant to Art. 108, paragraph 1, of the TUF, by carrying out the Joint Procedure with respect to the Residual Shares, recognising a consideration for each Residual Share equal to the Offer Price (i.e. Euro 1.100 per Special Share) (the "Joint Procedure Price").

Therefore, taking into account the total number of Residual Shares, the total countervalue of the Joint Procedure will be Euro 3,090,512.70 (the "Total Consideration").

The Aggregate Consideration will be deposited by the Offeror with Intesa Sanpaolo S.p.A. (the "Bank") in a current account in the name of the Offeror and restricted to the payment of the Aggregate Consideration.

The Joint Procedure will take place on 7 August 2025, at the time when the Offeror will confirm to the Issuer the deposit with the Bank and the availability of the amounts for the payment of the Overall Consideration. Therefore, on the same date, the transfer of the ownership of the Residual Shares to the Offeror will become effective, with the consequent entry in the shareholders' register by the Issuer pursuant to article 111, paragraph 3, of the TUF.

Holders of the Residual Shares will be able to obtain payment of the Consideration for the Joint Procedure directly from their respective intermediaries. The obligation to pay the Consideration for the Joint Procedure shall be deemed to be discharged when the relevant amounts are transferred to the Appointed Intermediaries from which the Residual Shares subject to the Joint Procedure originate. The holders of the Residual Shares bear the sole risk that the Appointed Intermediaries, or the Depository Intermediaries, fail to transfer the amounts to the beneficial owners or delay their transfer.

It should also be noted that - once the five-year limitation period under article 2949 of the Italian Civil Code has expired and without prejudice to the provisions of articles 2941 et seq. of the Italian Civil Code - the right of the holders of the Residual Shares to obtain payment of the Consideration for the Joint Procedure will be extinguished by prescription and the Offeror will be entitled to obtain the restitution of the portion of the Overall Consideration not collected by the claimants.

Delisting of Special Shares

The Offeror also announces that, following the fulfilment of the Joint Procedure, pursuant to Article 2.5.1, paragraph 6, of the Stock Exchange Regulations, Borsa Italiana will order the suspension of the Special Shares from trading on Euronext Milan during the sessions of 5 August 2025 and 6 August 2025 and the Delisting starting from the session of 7 August 2025.

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THIS PRESS RELEASE IS NOT TO BE DISCLOSED, PUBLISHED OR DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN (OR THE EXCLUDED COUNTRIES). THE INFORMATION SET FORTH IN THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN THE UNITED STATES OF AMERICA, THE EXCLUDED COUNTRIES OR ANY OTHER JURISDICTION WHERE SUCH OFFER OR SOLICITATION IS NOT AUTHORISED OR TO ANY PERSON WHO IS NOT PERMITTED BY LAW TO MAKE SUCH OFFER OR SOLICITATION.

The voluntary tender offer referred to in this press release has been launched by Zenit S.p.A. on all the special shares of Il Sole 24 Ore S.p.A.

This press release does not constitute an offer to buy or sell the special shares of Il Sole 24 Ore S.p.A.

The Offer is made by means of the publication of the relevant Offer Document approved by CONSOB. The Offer Document contains the full description of the terms and conditions of the Offer, including the terms and conditions of acceptance.

The Offer is promoted in Italy, as the Shares are listed on Euronext Milan, organised and managed by Borsa Italiana, and is addressed, indiscriminately and on equal terms, to all shareholders of the Issuer.

The Offer shall not be promoted or disseminated, directly or indirectly, in the United States of America, Australia, Canada, Japan or in any other country in which the Offer is not permitted in the absence of authorisation by the competent local authorities or is in breach of rules or regulations (the "Other Countries"), nor shall it be made using any means of communication or international commerce (including, without limitation, the postal network, fax, telex, e-mail, telephone and internet) of the United States of America, Australia, Canada, Japan or of the Other Countries or any facility of any kind, including, without limitation, by post, facsimile, telex, electronic mail, telephone and internet) of the United States of America, Australia, Canada, Japan or the Other Countries or any facility of any of the financial intermediaries of the United States of America, Australia, Canada, Japan or the Other Countries, or in any other manner.

Partial or complete copies of this press release, the Offer Document and any other document relating to the Offer do not constitute and shall not be construed as an offer of financial instruments addressed to persons domiciled and/or resident in the United States of America, Canada, Japan, Australia or the Other Countries. No instrument may be offered or sold in the United States of America, Australia, Canada, Japan or in the Other Countries without specific authorisation in accordance with the applicable provisions of the local laws of such States or of the Other Countries or a waiver of such provisions.

Acceptance to the Offer by persons residing in countries other than Italy may be subject to specific obligations or restrictions provided for by laws or regulations. It is the sole responsibility of the addressees of the Offer to comply with such provisions and, therefore, before accepting the Offer, to verify their existence and applicability by contacting their consultants. Any acceptance of the Offer resulting from solicitation activities carried out in violation of the above limitations shall not be accepted.