ADVERTISEMENT. This announcement is an advertisement for the purposes of Regulation (EU) 2017/1129, as amended (the “Prospectus Regulation”) relating to the intention of Iveco Group N.V. (“Iveco Group”) and IDV Group N.V. (“IDV Group”) to proceed with the Dutch law demerger of Iveco Group with transfer of the Defence Business to IDV Group (the “Demerger”) and subsequent admission to listing and trading of all of the common shares of IDV Group on the regulated market of Euronext Milan (the “Admission”). This announcement does not constitute or form part of a prospectus within the meaning of the Prospectus Regulation. Further, this document is not an offer of securities for sale into the United States. No offering of securities shall be made in the United States except pursuant to a registration under the US Securities Act of 1933, or an exemption therefrom. This announcement is for information purposes only and is not intended to constitute, and should not be construed as, an offer to sell or a solicitation of any offer to buy or subscribe for shares in any jurisdiction, including the United Kingdom, the United States, Canada, Australia or Japan. The information contained in this announcement does not purport to be full or complete and no reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. If and when the Demerger and subsequent Admission is pursued, further details about IDV Group, the Demerger and the Admission will be included in an appropriate prospectus within the meaning of the Prospectus Regulation the “Prospectus”). Once the Prospectus has been approved by the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten, the “AFM”), the Prospectus will be published and made available at no cost through the corporate website of IDV Group, subject to securities law restrictions in certain jurisdictions. Potential investors should read the Prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the Shares. The approval of the Prospectus by the AFM should not be understood as an endorsement of the quality of the shares of IDV Group or Iveco Group.
Iveco Group Calls the Extraordinary General Meeting for the Defence Business transaction
Turin, 11th February 2026 - As per its overall corporate calendar made public on 23rd January 2026, Iveco Group N.V. (EXM: IVG) announces that an extraordinary general meeting of its shareholders will be held in Amsterdam on 25th March 2026, at 10:00 AM CET (the “EGM”).
The EGM will be asked to approve that the Board of Directors, subject to completion of the sale of the Defence Business to Leonardo S.p.A. (EXM: LDO) (the “Sale Transaction”), resolve upon the extraordinary interim dividend distribution of the net proceeds of the Sale Transaction (the “Interim Dividend Distribution”). The estimated extraordinary dividend is expected at € 5.5-6.0 per common share. Payment is currently anticipated in April 2026 after contractual closing adjustments are finalised, in line with the standard ex-dividend date of 20th April on the Italian Stock Exchange calendar.
As a precautionary measure, in case the Sale Transaction is expected not to be completed by 31st March 2026, the EGM will be asked to vote on the statutory demerger of Iveco Group, which would transfer the Defence Business into IDV Group N.V. (“IDV Group”), a company newly incorporated under Dutch law (the “Demerger”). The common and special voting shares of IDV Group would be proportionally allotted to Iveco Group shareholders existing at the time of the Demerger, with common shares listed and traded on Euronext Milan (“Admission”).
The Board of Directors reserves the right to remove the discussion of the Interim Dividend Distribution from the agenda of the EGM in case it becomes evident prior to the EGM that the Sale Transaction will not be completed ultimately on 31st March 2026. On the other hand, the Board of Directors reserves the right to remove the discussion of the Demerger in case it becomes evident prior to the EGM that the Sale Transaction has been completed or will be completed.
The Notice of the EGM, its Agenda and Explanatory Notes, the Demerger Proposal between Iveco Group and IDV Group and the explanatory notes to the Demerger Proposal, the Shareholders’ Circular, the instructions for voting, and other EGM materials were also published today and are available on the Company’s website at www.ivecogroup.com.
DISCLAIMER This announcement is not intended for distribution in jurisdictions that require prior regulatory review and authorization to distribute an announcement of this nature. The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which they are released, published or distributed, should inform themselves about, and observe, such restrictions.
This announcement may include statements, including with respect to Iveco Group’s and IDV Group’s financial condition, results of operations, business, strategy, plans and outlook, including the impact of certain transactions These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “anticipates”, “expects”, “intends”, “plans”, “targets”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect Iveco Group’s and IDV Group’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Iveco Group’s business, results of operations, financial position, liquidity, prospects, growth or strategies and those of IDV Group. Forward-looking statements speak only as of the date they are made.
Iveco Group N.V. (EXM: IVG) is the home of unique people and brands that power your business and mission to advance a more sustainable society. The seven brands are each a major force in its specific business: IVECO, a pioneering commercial vehicles brand that designs, manufactures, and markets heavy, medium, and light-duty trucks; FPT Industrial, a global leader in a vast array of advanced powertrain technologies in the agriculture, construction, marine, power generation, and commercial vehicles sectors; IVECO BUS and HEULIEZ, mass-transit and premium bus and coach brands; IDV, for highly specialised defence and civil protection equipment; ASTRA, a leader in large-scale heavy-duty quarry and construction vehicles; and IVECO CAPITAL, the financing arm which supports them all. Iveco Group employs 36,000 people around the world and has 19 industrial sites and 30 R&D centres. Further information is available on the Company’s website www.ivecogroup.com
Media Contacts:
Francesco Polsinelli, Tel: +39 335 1776091
Fabio Lepore, Tel: +39 335 7469007
E-mail: mediarelations@ivecogroup.com
Investor Relations:
Federico Donati, Tel: +39 011 0073539
E-mail: investor.relations@ivecogroup.com
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