Tata Motors Investor Call: Proposed Acquisition of Iveco Group (excl. defence)

Safe Harbour Statement

This presentation does not constitute an offer to exchange or purchase securities. Any offer or solicitation will be made only pursuant to official offer documentation approved by regulators. It is not for release, publication, or distribution in Australia, Canada, Japan, or other defined countries. The public voluntary tender offer is promoted by [Titan Bidco] for the common shares of Iveco Group N.V. This document does not constitute a purchase offer or a solicitation to sell the Target's shares.

The Offeror will publish an offer document for shareholders to review. The Offer will be made in Italy and extended to the United States of America, subject to applicable regulations and procedural requirements. US shareholders should be aware that US requirements may differ from Italian law. The Offer is made in the US in compliance with Section 14(e) and Regulation 14E of the U.S. Securities Exchange Act, subject to exemptions in Rule 14d-1(d).

Companies involved in the offer may, from time to time, purchase shares outside the United States, either in the open market or in private transactions. Information about such purchases will be disclosed as required. Financial advisors may also engage in ordinary course trading activities in Target securities.

An English version of the Offer Document is available for US shareholders. The Italian version is the official document submitted to CONSOB. Service of process and enforcement of US judgments may be difficult for US shareholders concerning Target, Offeror, or their affiliates, officers, or directors residing outside the US.

Shareholders are urged to consult their independent professional advisors regarding tax consequences. The U.S. Securities and Exchange Commission or any state securities commission has not approved or disapproved the Offer, nor passed upon the fairness or merits of the Offer, nor approved the accuracy or completeness of this announcement or any offer document. Any contrary representation is a criminal offense in the United States.

The Offer is not launched or promoted in Canada, Japan, Australia, or other countries where it is not permitted without authorization. Communication instruments of these countries are not to be used. Copies of this presentation or subsequent documents must not be sent or transmitted in these countries. Parties receiving these documents must not distribute, send, or transmit them.

This presentation is for informational purposes only and is not investment advice. Statements have not been independently verified. No representation or warranty is made regarding the fairness, accuracy, completeness, correctness, or reliability of the information. The Offeror and its representatives accept no liability for any loss arising from the use of this document. By accessing these materials, you agree to the foregoing limitations.

The presentation contains forward-looking statements identified by terms like "expects," "anticipates," "believes," "intends," "estimates." Investors and shareholders are cautioned that forward-looking information is subject to risks and uncertainties that could cause actual results to differ materially. The Offeror and Target do not undertake any obligation to update forward-looking information or statements, except as required by law.

Iveco Group NV

Iveco Group NV is an Italian multinational company manufacturing commercial and defence vehicles and powertrains. Its business segments are Industrials (Trucks, Buses, and Powertrain), Captive Financial Services, and Defence.

The offer is to acquire the Industrials and Financial Services business, with the Defence business being sold or spun off before closure.

Key Details

• Founded: 1975, Headquarters in Turin, Italy as IVECO S.p.A.
• Current listed entity came into existence in 2022.
• Employees: Over 32,000 globally.
• 19 Industrial Sites, 30 R&D Sites.
• Key Products: Trucks, Buses, Powertrains & Financial Services.

Recent History

• 2009: Separated from Fiat Group as Fiat Industrial, focusing on commercial vehicles and powertrains.
• 2013: Fiat Industrial merged with CNH Global to create CNH Industrial, consolidating its global industrial vehicle business.
• 2022: Iveco Group became an independent entity after spinning off from CNH Industrial, as part of the separation of 'On-highway' and 'Off-highway' businesses.

Business Segments

Industrials Business

Trucks

CY24 Revenue: €10.0B, CY24 EBIT %: 5.6%. Approximately 11% Market Share in EU and LatAm. Offers a full range of trucks from LCV to HCV (>3.2T).

Key Manufacturing Locations: Italy, Spain.

Buses

CY24 Revenue: €2.6B, CY24 EBIT %: 5.5%. Overall #2 Bus manufacturer in Europe. CY24 FCF: €0.24B, CY24 Net Cash: €1.6B.

Covers Intercity, City, Minibus & Coaches segments. Key Manufacturing Locations: Czech Republic, France.

Powertrain

CY24 Revenue: €3.5B, CY24 EBIT %: 6.2%. 5th largest engine manufacturer globally.

Includes Engines (Cursor Series, F1 Series, N Series), Drivelines (Axles, Transmissions), and e-Powertrains (eAxles, BMS, Battery packs).

Key Manufacturing Locations: Italy.

Financial Services

CY24 Revenue: €0.5B, CY24 ROA %: 2%. Offers financial products for dealers & customers.

Key Statistics: ~50 years presence in financial services, 1.9% delinquencies on book (>30 days), ~€8.3B Portfolio, ~2% ROA (On Book).

Financial Services Offerings include Wholesale (Commercial Lending, Trade Finance), Retail (Loans and leases to end customers), and Rental (Start-up for rental pay-per-use of ZEV).

Geographic Footprint (ex-defence)

Firmly rooted in Europe, with core revenues and production centered across the region.

• North America: Revenue 1% of industrials revenue, 61 employees, 1 R&D Center.
• South America: Revenue 12% of industrials revenue, ~4K employees, 1 R&D Center, 2 Manufacturing Sites.
• Europe: Revenue 75% of industrials revenue, ~28K employees, 16 Manufacturing Sites, 23 R&D centers.
• Rest of the world: Revenue 12% of industrials revenue, ~1K employees, 1 Manufacturing Site, 2 R&D centers.

Trucks - Product Portfolio (1/2)

Market leader in LCVs with growing traction in HCVs.

LCV Segment

• IVECO Daily: Widest range across wheelbases, power ratings, capacities, and formats (4x4, crew van, chassis cab, minibus). Leading position in EU upper end LCVs (6.01-7.49T) with ~65% market share.
• eJolly: High-payload electric van co-developed with Stellantis, for urban mobility and last-mile tasks.
• eMoovy: 3.5t electric chassis cab, co-developed with Hyundai, for deliveries, cold chain, construction, and specialty use.
• Eurocargo: Versatile platform for urban delivery, construction, municipal services, and off-road applications.

Trucks - Product Portfolio (2/2)

Market leader in LCVs with growing traction in HCVs.

HCV Segment

• S-Way: Heavy-duty truck for long-haul and regional delivery, available in articulated and rigid forms (BEV option in rigid only).
• X-Way: Heavy-duty truck for on-road efficiency and off-road capability, for construction logistics and occasional off-road needs.
• T-Way: Heavy-duty off-road and construction truck for extreme terrain and high payloads.

LCV Market Share: EU: 12.2%; LatAm: 18.0%

M&HCV Market Share: EU: 8.4%; LatAm: 9.2%

Buses

Comprehensive multi-energy portfolio covering all segments.

Intercity Buses

Crossway (Low Decker) and Crossway (Low Entry). Market leadership in intercity segment in EU with 50% market share in CY24.

City Buses

Urbanway, E-Way, Streetway, Crossway LE, Crealis. Nº 2 player in City bus segment in EU.

Minibuses (truck derived)

Daily / E-daily minibus, Scudato (LatAm only).

Coaches

Evadys.

Energy types include Diesel, Diesel/XTL, CNG, Hydrogen, Electric, Diesel hybrid, and CNG hybrid.

Powertrain

Robust portfolio spans both on-road and off-road applications.

Engines

Cursor Series, F1 Series, N Series. Applications: On-road (trucks and buses); Off-road (agriculture, construction, power units), marine, power generation. Technologies: EURO VI, Stage V / Tier 4 final, Stage IV / Tier 4 final, Alternative propulsions.

Drivelines

Axles, Transmissions. Applications: For Heavy, medium and light truck/ bus applications.

e-Powertrains

eAxles, BMS, Battery packs. Applications: For light duty vehicles and bus applications. Proprietary high-voltage, NMC battery packs and BMS.

Financial Services

Key support for IVECO's sales ecosystem. Captive financial services arm of the IVECO Group, branded under IVECO Capital.

Key Statistics

• ~50 years Presence in financial services
• 1.9% Delinquencies on book (>30 days)
• ~€8.3B Portfolio
• ~2% ROA (On Book)

Financial Services Offerings

• Wholesale: Commercial Lending (Dealer financing), Trade Finance (Financing solutions for distributors).
• Retail: Loans and leases to end customers (Majorly through partners).
• Rental: Start-up for rental pay-per-use of ZEV.

FY24 Revenue: €538M, FY24 EBIT: €131M (24%).

Business Ambition as Outlined in Iveco Group's 'Unlimited Pathways' Strategy

Grow by 5% CAGR to deliver a €17.5B business with 7-7.5% EBIT and €0.75-0.8B FCF by CY28.

Trucks

• Operational Excellence: Reduce costs, design-to-value, simplified portfolio.
• LCV Leadership: Expand LCV with MY27 and new EV light chassis-cab.
• MHDT Full Potential: Enhance competitiveness with ZEV lineup, product modularity, and new cabin.

Buses

• Reinforce Intercity Leadership: Build on strengths in Europe, future-proof multi-energy platform.
• Replicate Intercity Success on City Bus: Invest in TCO-driven, e-born vehicle architecture.
• Geographical Expansion: Tap into new geographies & segments (in EU outside core markets).

Powertrain

• ICE Operational Excellence: Unlock manufacturing, engineering, and procurement efficiencies.
• Parts and Customer Service Scale-up: Expand business with new channels & products.
• ePowertrain Growth: Invest in market-leading products, tap into new geographies & segments.

Projected EBIT: 6.5-7.5% by FY28 (Trucks), 8% by FY28 (Buses), 9.5-10.5% by FY28 (Powertrain).

Transaction Rationale

Accelerates the journey to "Win Decisively" in CV.

1. Expands Capabilities: Strengthens portfolio by securing access to emerging technologies, future-ready capabilities, and talent. Advances Digital & Autonomous Capabilities, deepens EV capabilities, and strengthens emissions compliance.
2. Creates a Global Player: Creates a platform to compete globally, unlocking investment for long-term growth.
3. Leverages Strengths: Portfolio and geographical complementarity makes it easier to leverage each other's strengths. Annual free cash flow synergies of up to 0.5% of consolidated revenue.
4. Diversifies Portfolio: Diversifies exposure across markets and segments, reducing impact of cyclicality on group cash flows.

This is a logical next step after the demerger.

Transaction Details – Value for Shareholders

What is in it for TML Shareholders

• Provides a strategic, meaningful, and lower-risk avenue to invest and grow.
• Expands capabilities of the Indian business by providing access to technology in emerging areas.
• Combined entity is well-positioned for future growth with 3x higher revenues and robust returns.
• Complementary portfolio and geographical diversification reduce cash flow volatility.
• Complementary product portfolio and geographical footprint enable smooth collaboration.
• The transaction is financially prudent: Remain FCF positive, reach EPS breakeven in 2 years, and repay acquisition debt in 4 years.

What is in it for IVECO Shareholders

• Provides a globally respected home with a strategic long-term partner.
• Offers an all-cash exit at excellent premiums.
• High degree of transaction certainty.

What's in it for Employees and Other Stakeholders of IVECO

• Minimal disruption: No change to current strategy ("Unlimited Pathways").
• Support for Iveco’s investment roadmap across products and technologies (diesel, gas, biofuels, EVs, hydrogen).
• Transaction has no impact on production sites, customer contracts, or employment levels due to no overlap in portfolio or geographical footprint.
• IVECO's corporate identity and key brands to be preserved.
• Gain from positive impact: Joining Tata Motors family, enhancing and diversifying offerings, entering newer markets.

The Iveco Board to continue to drive decisions for long-term growth and competitiveness of the business.

Tentative Timelines

End-to-end may take 9 months.

• Today: Press release, Signing of Merger Agreement & Irrevocable Undertaking.
• Aug'25: Regulatory filings, Filing of the Offer Document with CONSOB.
• Jan'26: Clearances from regulatory authorities (Spain, France/ECB, UK), Merger control, FDI and EU FSR clearances.
• Feb'26: Offer document published and acceptance period begins (40 trading days, subject to extension). CONSOB approval.
• Mar'26: End of acceptance period.
• Apr'26: Publication of offer results, Settlement of the tender offer, Subsequent Delisting completed if acceptance threshold is met.