ERCI: No competition and regulatory conditions apply and update on timing

Reference is made to the joint press release issued by Titan and ERCI on 23 December 2024 in respect of the conditional agreement on a recommended all-cash public offer for the Shares at an offer price of EUR 1.01 (cum dividend, but excluding the previously announced dividend in the total amount of EUR 1.38 per Share) in cash per Share and the press release issued by ERCI on 17 January 2025 regarding an update on the intended public offer for Titan by ERCI. The joint press release of 23 December 2024 can be found on https://titan-nv.com/ and https://ercapital.nl/ and the press release of 17 January 2025 can be found on https://ercapital.nl/.

Pursuant to the provisions of Section 12, paragraph 3 of the Decree, ERCI confirms that no Regulatory Clearances (as defined in the joint press release on 23 December 2024) and Competition Clearances (as defined in the joint press release on 23 December 2024) are required to consummate the intended Offer and hence no such conditions will apply to declare the Offer unconditional if and when made.

Further Update

ERCI confirms that it and Titan are making good progress on the preparations for the Offer. ERCI anticipates that the Offer will be launched in April 2025.

Other

To the extent permissible under applicable law or regulation, ERCI may from time to time after the date hereof, and other than pursuant to the Offer, directly or indirectly purchase, or arrange to purchase, Shares in the capital of Titan, that are the subject of the Offer. Such information will be disclosed by means of a press release to inform shareholders of such information, which will be made available on the website of ERCI. In addition, financial advisors to ERCI may also engage in ordinary course trading activities in securities of Titan, which may include purchases or arrangements to purchase such securities.

This is a press release by ERC Investments B.V. ("ERCI" or the "Offeror"). This press release is issued pursuant to the provisions of Section 12, paragraph 3 of the Netherlands Decree in Public Takeover Bids (Besluit openbare biedingen Wft, the "Decree") in connection with the intended recommended public offer (the “Offer") by ERCI for all the issued and outstanding ordinary shares in the capital of Titan N.V. ("Titan", and such shares, the "Shares"). This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities. Any offer will be made only by means of an offer memorandum approved by the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten) (the "AFM"). This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, the United States, Canada and Japan.

Disclaimer, General Restrictions and Forward-Looking Statements

The information in this press release is not intended to be complete. This press release is for information purposes only and does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities.

The distribution of this press release may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, ERCI disclaims any responsibility or liability for the violation of any such restrictions by any person. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. ERCI nor any of its respective advisors assumes any responsibility for any violation of any of these restrictions. Any Titan shareholder who is in any doubt as to his or her position should consult an appropriate professional advisor without delay.

Certain statements in this press release may be considered forward-looking statements such as statements relating to the impact of this Offer on ERCI and language that indicates trends, such as "anticipated" and "expected". These forward-looking statements speak only as of the date of this press release. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future, ERCI cannot guarantee the accuracy and completeness of forward-looking statements. A number of important factors, not all of which are known to ERCI or are within its control, could cause actual results or outcomes to differ materially from those expressed in any forward-looking statement. ERCI expressly disclaims any obligation or undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, a change in expectations or for any other reason. Neither ERCI nor any of its advisors, accepts any responsibility for any financial information contained in this press release relating to the business, results of operations or Financial condition of the other or their respective groups.