Results of the option and pre-emption offer of shares subject to withdrawal

5 December, 2024 at 13.22

• Conclusion of the Acceptance Period and Pre-emption of Withdrawal Shares, pursuant to Article 2437-quater (1) and (3) of the Civil Code.
• Exercised Option rights for 80 REPLY shares and Pre-emptive rights for 111 REPLY shares.
• No REPLY shares remained unopted.

Reply S.p.A. informs that on November 28, 2024 the Acceptance period for the option and pre-emption offer, pursuant to article 2437-quater, paragraph 1 and 3, of the Italian Civil Code (Offer), of no. 191 Reply shares (Withdrawn shares), representing approximately 0.0005% of the Company's share capital, addressed to the Company's shareholders who have not exercised their right of withdrawal (Eligible Persons), following the approval of the resolution passed by the Extraordinary Shareholders' Meeting on 17 September 2024, concerning the proposal to strengthen the majority voting system.

Offer Results

Within the scope of the Offer, based on the ratio of no. 1 Share for every 195,174 options held, option rights have been exercised for no. 80 Shares and pre-emption rights for no. 111 Shares remaining unexercised (Residual Shares).

Considering that the number of Shares for which the right of pre-emption has been exercised exceeded the number of Residual Shares, these were allocated proportionally among all the beneficiaries based on the number of option rights exercised by each of them. Accordingly, all 191 Shares, amounting to a total value of Euro 25,012.60, at the price of Euro 130.956 per share, were acquired as a result of the exercise of option and pre-emption rights.

Alika S.r.l. - the majority shareholder - exercised its option and pre-emption right on the REPLY Shares to which it was entitled, acquiring a total of 184 REPLY Shares, for a countervalue of Euro 24,095.904.

No REPLY Shares remain unsubscribed: accordingly, the liquidation procedure pursuant to Article 2437-quater of the Italian Civil Code is hereby considered concluded and, as previously announced, the full effectiveness of the enhanced voting system, as approved by the Shareholders' Meeting on 17 September 2024 is confirmed.

Terms and methods of payment

The payment of the countervalue of the shares subject to withdrawal, as well as the crediting and transfer of the shares purchased, will be carried out on 6 December 2024 through the Monte Titoli system via the depository intermediaries; no further action will be required from shareholders who have exercised their right of withdrawal, nor from shareholders who have exercised their option and pre-emption rights (provided that the latter have previously made available to their intermediary the funds necessary for the payment of the shares acquired).