Item 4 — Purpose of Transaction
Item 4 of the Schedule 13D is hereby further amended and supplemented by adding the following: On June 30, 2025, TAFE and the Issuer (and/or certain of their related entities) concurrently entered into a series of agreements, including a cooperation agreement (the "Cooperation Agreement"), an intellectual property agreement (the "Intellectual Property Agreement"), a buyback agreement (the "Buyback Agreement"), an Arbitrations Settlement Agreement (the "Arbitrations Settlement Agreement"), and a litigation settlement agreement relating to certain proceedings in India (the "India Litigation Settlement Agreement"), each as further described below. Pursuant to the Cooperation Agreement, among other things, from and after the Effective Date (as defined below), the Reporting Persons and certain of their affiliates are subject to customary and perpetual standstill and voting provisions, including (i) a commitment to vote their shares in accordance with the recommendations of the Issuer's Board of Directors (the "Board"), except in the case of any publicly announced proposals related to an Extraordinary Transaction (as defined in the Cooperation Agreement) where the Reporting Persons have retained the right to vote independently, and (ii) a restriction on acquiring additional shares of the Issuer, in each case, subject to certain agreed exceptions or the occurrence of certain qualifying events such as (a) the Issuer's public announcement of a possible sale of the Issuer, (b) any person commencing a Board-approved public tender to acquire the Issuer, (c) certain persons acquiring 12.5% or more of the Issuer's outstanding shares, (d) any person commencing a Qualified Tender Offer (as defined in the Cooperation Agreement), (e) any person commencing a public tender offer by filing a Schedule TO (or any successor form), (f) any person publicly announcing its intention to commence a public tender offer or making a public offer to acquire all or substantially all of the Issuer and the Issuer does not recommend against such offer or intention to acquire, or (g) the Reporting Persons entering into an agreement with the Issuer that is approved by the Board. Further, pursuant to the Cooperation Agreement, from and after the Effective Date, the Reporting Persons will participate in future share repurchase programs conducted by the Issuer to the extent necessary to ensure their aggregate proportionate ownership interest in the Issuer does not exceed the Ownership Cap (as defined in the Cooperation Agreement), which is expected to reflect their current holding of approximately 16.3%, subject to agreed exceptions. Further, pursuant to the Cooperation Agreement, from and after the Effective Date, the Reporting Persons will have certain rights to privately engage with the Issuer, including with respect to certain strategic transactions, and will have a right to make an offer for the Issuer upon the occurrence of certain qualifying events. The Cooperation Agreement also includes customary provisions regarding mutual non-disparagement obligations, registration rights, and pre-emptive rights. The foregoing provisions of the Cooperation Agreement discussed above will not become effective until the completion of certain procedural requirements in India relating to consummation of the transactions contemplated by the Buyback Agreement (the date of such completion, the "Effective Date"). Pursuant to the Intellectual Property Agreement, to be effective upon the Effective Date, among other things, the Issuer and its affiliates and/or subsidiaries have agreed that the sole and exclusive ownership of the "Massey Ferguson" brand will rest with TAFE along with all rights, title and interest in "Massey Ferguson" and related trademarks, and all goodwill associated therewith, in relation to tractors and farm equipment (including spare parts and accessories thereof), for the territories of India, Nepal and Bhutan. Pursuant to the Buyback Agreement, among other things, AGCO Holding B.V., a subsidiary of the Issuer domiciled in the Netherlands, has agreed to tender, and TAFE has agreed to repurchase, 23,89,000 (twenty-three lakhs eighty-nine thousand) equity shares of INR 10 (Indian Rupees Ten) each in TAFE, representing 20.70% of TAFE's fully paid-up equity share capital, for an aggregate purchase price of USD 260 million, subject to the terms and conditions set forth therein (the "Buyback"), including the satisfaction of certain conditions and receipt of certain deliverables. The Buyback is expected to close upon the completion of certain procedural requirements in India. Pursuant to the Arbitrations Settlement Agreement, to be effective upon the Effective Date, among other things, TAFE and the Issuer (and/or certain of their related entities) have withdrawn all claims and counterclaims in the arbitrations initiated by the Issuer against TAFE and have mutually agreed to terminate various commercial agreements between them, subject to certain agreed