If the Offer is successful—that is, if the minimum acceptance threshold of more than 50% of Ercros’s effective voting rights is met—the Offer will be settled, and shareholders will receive payment for the shares for which they have accepted the Offer within approximately two business days following the date on which the successful outcome of the Offer is announced.

Receipt of the payment depends on the stock exchange settlement process, which is regulated and not within Bondalti’s control.

The Offer will lapse and none of the shares for which acceptance of the Offer has been declared will be acquired, as Bondalti will not waive the minimum acceptance condition. Shareholders who have accepted the Offer will not have to take any further action; the shares will remain in their securities accounts.

Each shareholder should consult with their tax advisor regarding the individual tax consequences of transferring their shares in connection with the Offer.

Lighthouse, an independent analyst firm that closely monitors Ercros’s operations, issued a coverage report on March 2 regarding Bondalti’s takeover bid, concluding that “Bondalti’s takeover bid, after two years of waiting, has left ECR shareholders facing a dilemma—they must decide now. A dilemma caused by the dire situation in the sector, which is facing its fourth “trough” year. With the possibility that the European chemical sector may suffer a loss of structural profitability. This report takes a sober look at the situation and concludes that for shareholders, no option is optimal, but the “least bad” one is to accept the offer, thereby avoiding a foreseeable collapse in the stock price. Although it also concludes that rejecting the offer is not entirely indefensible. But it comes with significant “costs” (the most obvious being the likely return of the stock to pre-takeover levels) that must be understood and accepted. A devilish dilemma.”

The report by Ercros' board of directors regarding Bondalti's takeover bid, published on February 19, 2026, includes the valuation by Ercros' financial advisor, Evercore, of the consideration to be paid to Ercros shareholders of €3.505 in cash per share. The conclusion is that this is “fair consideration from a financial point of view for the shareholders.”

The report by Ercros' board of directors regarding Bondalti's takeover bid, published on February 19, 2026, includes the report by Ercros' majority trade union sections (CCOO and UGT), which concludes that "after analyzing the prospectus for Bondalti's takeover bid for Ercros, the majority trade union sections of CCOO and UGT in the company issue a favorable report, as we consider that the operation may contribute to strengthening the stability, industrial viability, and future of the workforce [...]".

No. The report issued by the Board of Directors of Ercros on February 19, 2026 states that the Board issues an unfavorable opinion on the Offer, although director Ms. Lourdes Vega Fernández wishes to point out that she has a favorable opinion of the Offer and that, based on her analysis of the content of the Offer Prospectus, the market situation, and the fairness opinion issued by Evercore, she considers the consideration offered to be reasonable from a financial point of view. Likewise, director Mr. Eduardo Sánchez Morrondo has issued an individual opinion that differs from that issued by the Board.

Kroll is a global independent provider specialising in valuation services.

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An independent valuation report is a technical and professional document prepared by an external expert independent from the entity, which determines the fair economic value of a company.

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Bondalti has engaged Kroll to carry out an objective and independent valuation of Ercros to enable Bondalti to offer Ercros shareholders a price consistent with such valuation. In relation to this report, it should be noted that (i) it has not been reviewed by the CNMV, (ii) Kroll has not had access to Ercros' management team or to information that is not in the public domain, and (iii) this report has not been prepared to comply with any aspect of Royal Decree 1066/2007 on Takeover Bids.

If the requirements set out in Article 116 of the Spanish Securities Market Law and Article 47 of Royal Decree 1066/2007 are met, the Offeror will exercise its right to require the compulsory sale of Ercros shares (squeeze-out). The settlement of the transaction resulting from the exercise of such squeeze-out right will lead to the delisting of Ercros shares from the Spanish Stock Exchanges in accordance with Articles 47 and 48 of Royal Decree 1066/2007 and related regulations.

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If the Offer is settled but the requirements for a squeeze-out are not met, Bondalti will promote a delisting tender offer for the shares of Ercros in accordance with Article 65 of the Spanish Securities Market Law (LMVSI), at a price that complies with paragraphs 5 and 6 of Article 10 of Royal Decree 1066/2007, provided that the price of such delisting offer is not higher than the Offer price.

The electronic version of the prospectus is available on the CNMV website, in the key documents section , as well as on the Ercros website and the Bondalti website. Bondalti has made physical copies of the Prospectus available at the CNMV offices in Madrid and Barcelona, as well as at the offices of the governing bodies of the Spanish stock exchanges, Bondalti and Ercros.

Bondalti aims to create a European industrial group with sufficient scale to address the challenges facing the sector, including international competition, the energy transition, digital transformation and the regulatory framework.