CNH Industrial N.V. (CNHI) Executes Deed of Demerger with Iveco Group

December 31, 2021 6:32 AM EST

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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. (the “Company”) to proceed with the proposed first admission to listing and trading of all of the common shares of the Company 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 and has not been reviewed nor approved by any regulatory or supervisory authority in any jurisdiction, including any member state of the European Economic Area (each, an “EEA Member”), the United Kingdom and the United States. This announcement is for information purposes only and is not intended to constitute, and should not be construed as, an offer by or invitation by or on behalf of, the Company, CNH Industrial N.V (“CNH Industrial”), any of their advisors or any representative of the Company or CNH Industrial or any of their advisors, to purchase any securities or an offer to sell or issue, or the solicitation to buy securities by any person in any jurisdiction, including any EEA Member, the United Kingdom or the United States. The approval of the Prospectus (as defined below) by the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten, the “AFM”) should not be understood as an endorsement of the quality of the Shares (as defined below) and the Company. 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.

London / Turin, December 31, 2021

Today CNH Industrial N.V. (NYSE: CNHI) and Iveco Group N.V. (“Iveco Group” or the “Company”) have executed the deed of demerger whereby, effective January 1, 2022, the relevant Iveco Group business segments will separate from CNH Industrial (the “Demerger”) and Iveco Group will become a public listed company independent from CNH Industrial (the “Admission”). As previously announced, Iveco Group common shares will begin trading on Euronext Milan, a regulated market organised and managed by Borsa Italiana S.p.A., on January 3, 2022 under the ticker symbol ‘IVG’.

In this transaction CNH Industrial was advised by Morgan Stanley & Co. LLC, BofA Securities, and Barclays Bank Ireland PLC. Citi and BNP Paribas advised Iveco Group on the transaction. Goldman Sachs & Co. LLC and JP Morgan Securities LLC provided financial advice. Intesa Sanpaolo S.p.A. and UniCredit Bank AG, Milan Branch acted as sponsors for the Admission.

For further information, please see the documents available at IVG’s website (www.ivecogroup.com/investor_relations).

Risk Factors Investing in the Company involves certain risks. A description of these risks, which include risks relating to the Company as well as risks relating to the Demerger, the Admission, and the Common Shares and special voting shares in the share capital of the Company (the “Special Voting Shares” and together with the Common Shares, the “Shares”) is included in the prospectus prepared in connection with the Demerger and Admission (the “Prospectus”) and in the supplement to the Prospectus (the “Supplement”). Potential investors should read the Prospectus and the Supplement before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the Shares.

Earlier announcements related to the Demerger and AdmissionOn December 27, 2021 CNH Industrial and the Company announced that Borsa Italiana S.p.A has admitted Iveco Group N.V. common shares to listing on Euronext Milan, a regulated market organised and managed by Borsa Italiana, and that Iveco Group has also submitted to Borsa Italiana the application for admission to trading of its common shares on Euronext Milan. On December 23, 2021 CNH Industrial announced that CNH Industrial extraordinary shareholders’ meeting approved the Demerger. On December 22, 2021, CNH Industrial announced that the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, the “AFM”) has approved the Supplement to the Prospectus. On December 17, 2021, CNH Industrial announced the publication of combined financial figures for both its ‘Off-Highway’ and ‘On-Highway’ businesses. On December 9, 2021, CNH Industrial and the Company announced the rating assigned to the Company by Fitch Ratings. On November 18, 2021, CNH Industrial and the Company presented the Company’s business, strategy and 2026 financial ambitions. On November 11, 2021, CNH Industrial and the Company announced the approval and publication of the Prospectus. On September 3, 2019, CNH Industrial announced the intention to separate the relevant business segments of the Company’s from CNH Industrial and to admit the Company’s shares to listing and trading on a regulated market. On June 11, 2021 and on July 5, 2021, CNH Industrial announced management changes for the Company in view of the Demerger and Admission. On October 18, 2021, CNH Industrial further announced that an Investor Day in respect of the Company, ahead of the Demerger and Admission, was to be held on November 18, 2021. These press releases are available on the corporate website of CNH Industrial (www.cnhindustrial.com/en-us/investor_relations) and/or on the corporate website of the Company (www.ivecogroup.com/investor_relations).



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