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OFFER DOCUMENT

VOLUNTARY PUBLIC TENDER AND EXCHANGE OFFER

under Article 102 of Legislative Decree No. 58 of 24 February 1998, as subsequently amended and supplemented concerning ordinary shares of the

OFFEROR

Banca C.F.+ S.p.A.

FINANCIAL INSTRUMENTS COVERED BY THE OFFER

a maximum of 80,421,052 Banca Sistema S.p.A.'s ordinary shares

UNIT CONSIDERATION OFFERED

A total consideration equal to maximum of EUR 1.80 for each share tendered to the Offer, represented by the following components: (a) EUR 1.382 in cash to be paid on the Initial Consideration Payment Date (as defined below); and (b) a maximum of EUR 0.418 to be paid by the Deferred Consideration Payment Date (as defined below), through the allocation of 21 shares of Kruso Kapital S.p.A., after splitting, for each Banca Sistema Share tendered to the Offer

TENDER PERIOD AGREED WITH BORSA ITALIANA S.P.A.

from 26 January 2026 to 27 February 2026, both included (from 8.30 a.m. CET to 5.30 p.m. CET), unless the Tender Period is extended

INITIAL CONSIDERATION PAYMENT DATE

6 March 2026, unless the Tender Period is extended

FINANCIAL ADVISORS OF THE OFFEROR

Intermonte SIM S.p.A. Unicredit S.p.A.

INTERMEDIARY IN CHARGE OF COORDINATING THE COLLECTION OF ACCEPTANCES

GLOBAL INFORMATION AGENT

Georgeson S.r.l.

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The approval of the Offer Document, by Consob resolution no. 23831 of 14 January 2026, does not imply any assessment on Consob's part about the advisability of the acceptance or the merits of the data and information contained herein.

16 January 2026

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		MAIN DEFINITIONS 8
1.		INTRODUCTION 18LEGAL REQUIREMENTS AND MAIN FEATURES OF THE OFFER 18
2.		ARRANGEMENTS CONCERNING THE OFFER 22
3.		REASONS FOR THE OFFER AND SUMMARY OF FUTURE PLANS 23
4.		OFFER CONSIDERATION AND MAXIMUM PAYOUT 25
5.		LIMITED DUE DILIGENCE ON THE ISSUER 25
6.		LOG OF THE MAIN EVENTS RELATED TO THE OFFER 26
7.		MARKETS WHERE THE OFFER IS LAUNCHED 30
A.	A.1	WARNINGS 32Possible Mandatory Offer launched by CF+ 32
	A.2	Conditions of Effectiveness of the Offer 33
		A.3 KK Shareholders' Agreement 36
		A.4 Deferred Consideration and Possible Unavailability of KK Shares 37
	A.5	Approval of the Issuer's Financial Reports and Interim Reports 40
	A.6	Information on the Offer's Financing 42
	A.7	Performance Guarantee 42
	A.8	Related Parties of the Issuer 43
	A.9	Reasons for the Offer and the Offeror's Future Plans in relation to the Issuer 44
	A.10	Transactions as a result of the Offer 46
		A.10.1 Merger 46
		A.10.2 Other possible extraordinary transactions 47
	A.11	Notices and Authorisations to make the Offer 48
	A.12	Reopening of the Terms of the Offer 49
	A.13	Representation of the Offeror concerning the Commitment to Squeeze-Out underArticle 108, paragraph 1, of the Italian Consolidated Law on Finance and theCommitment to Squeeze-Out under Article 108, paragraph 2, of the Italian ConsolidatedLaw on Finance, and the right to restore the free float under Article 108 of the ItalianConsolidated Law on Finance 49

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	A.14	Articles of association provisions on the passivity rule and neutralisation rule, aswell as on the possible application of the reciprocity clause under Article 104-ter of theItalian Consolidated Law on Finance 50
	A.15	Application of Article 39-bis (Independent Directors' Opinion) of the Issuers'Regulations 51
	A.16	Potential Conflict of Interests among Parties involved in the Offer 51
	A.17	Possible Alternative Scenarios for the Shareholder Recipients of the Offer 52
		A.17.1 Scenarios in the event that the Offer is completed 52
		A.17.2 Scenarios in the event that the Offer is not completed 56
	A.18	Issuer's Notice 56
	A.19	Critical Issues related to the National and International MacroeconomicEnvironment 56
B.	B.1	PARTIES INVOLVED IN THE TRANSACTION 58INFORMATION ON THE OFFEROR 58
	B.1.1	Name, Legal Form and Registered Office 58
	B.1.2	Incorporation and Duration 58
	B.1.3	Applicable Legislation and Jurisdiction 58
	B.1.4	Share Capital 58
	B.1.5	Corporate Purpose 58
	B.1.6	Major Shareholders 59
	B.1.7	Management and Control Bodies 62
	B.1.8	Brief description of the group headed by the Offeror 63
	B.1.9	Activities of the Offeror and of the Group headed by the same 64
		B.1.10 Main financial information on the Offeror and indication of accounting principles65
		B.1.11 Recent trends and perspectives 97
		B.1.12 Persons Acting in Concert 98
		B.1.13 Possible Mandatory Offer promoted by CF+ 98
	B.2	INFORMATION ON THE ISSUER 99
	B.2.1	Name, Legal Form and Registered Office 99
	B.2.2	Share Capital 99

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B.2.3Major Shareholders 100
B.2.4Management and Control Bodies and Auditing Firm 101
B.2.5Brief Description of the Group Headed by the Issuer 103
B.2.6Recent Trends and Perspectives 104
B.3INTERMEDIARIES 118
B.4Global Information Agent 118
C.CATEGORIES AND QUANTITIES OF FINANCIAL INSTRUMENTS SUBJECT TO THE OFFER 120C.1CATEGORY OF FINANCIAL INSTRUMENTS SUBJECT TO THE OFFER AND THEIRQUANTITIES 120
C.2NOTICES OR APPLICATIONS FOR AUTHORISATION REQUIRED BY APPLICABLELEGISLATION 120
D.FINANCIALINSTRUMENTSOFTHEISSUERORHAVINGASUNDERLYINGSUCHINSTRUMENTS HELD BY THE OFFEROR, INCLUDING THROUGH TRUST COMPANIES ORINTERPOSED PERSON 122
D.1NUMBER AND CATEGORIES OF FINANCIAL INSTRUMENTS OF THE ISSUER HELD BYTHE OFFEROR 122
D.2POSSIBLECONTANGOAGREEMENTS,AGREEMENTSOFSECURITIESLENDING,AGREEMENTS ESTABLISHING USUFRUCT OR PLEDGE RIGHTS OVER THE ISSUER'S FINANCIALINSTRUMENTS OR ANY OTHER AGREEMENTS HAVING AS THEIR UNDERLYING SUCHFINANCIAL INSTRUMENTS 122
D.3NUMBER AND CATEGORIES OF FINANCIAL INSTRUMENTS OF THE ISSUER HELD BYTHE PERSONS ACTING IN CONCERT 122
E.UNIT CONSIDERATION FOR FINANCIAL INSTRUMENTS AND ITS JUSTIFICATION 123E.1INDICATION OF THE UNIT CONSIDERATION AND ITS DETERMINATION 123
E.2INDICATION OF THE TOTAL COUNTER-VALUE OF THE OFFER 125
E.3COMPARISON OF THE CONSIDERATION WITH CERTAIN INDICATORS 125
E.4MONTHLY WEIGHTED AVERAGE OF THE LISTINGS RECORDED BY THE ISSUER'SSHARES DURING THE TWELVE MONTHS PRIOR TO THE OFFER 128
E.5INDICATION, IF KNOWN, OF THE VALUES ATTRIBUTED TO THE ISSUER'S FINANCIALINSTRUMENTS ON THE OCCASION OF FINANCIAL TRANSACTIONS CARRIED OUT IN THELAST FINANCIAL YEAR AND IN THE CURRENT FINANCIAL YEAR (SUCH AS MERGERS ANDDEMERGERS, CAPITAL INCREASES, PUBLIC OFFERS, ISSUANCE OF WARRANTS, SIGNIFICANTPACKAGE TRANSFERS) 129

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E.6INDICATION OF THE VALUES AT WHICH, OVER THE PAST TWELVE MONTHS,PURCHASE AND SALE TRANSACTIONS HAVE BEEN CARRIED OUT BY THE OFFEROR INRESPECT OF THE FINANCIAL INSTRUMENTS THAT ARE THE SUBJECT OF THE OFFER,SPECIFYING THE NUMBER OF TRANSACTIONS AND FINANCIAL INSTRUMENTS PURCHASEDAND SOLD 130
F.PROCEDURES AND TERMS OF ACCEPTANCE OF THE OFFER, DATES AND PROCEDURES FORTHE PAYMENT OF THE CONSIDERATION AND THE RETURN OF THE SECURITIES SUBJECT TOTHE OFFER 130F.1PROCEDURES AND TERMS SET FOR THE ACCEPTANCE OF THE OFFER AND FOR THE
DEPOSIT OF THE FINANCIAL INSTRUMENTS 130
F.1.1Tender Period 130
F.1.2Acceptance procedure and deposit of the Issuer's Shares 131
F.2INFORMATIONCONCERNINGTHEOWNERSHIPANDEXERCISEOFTHEADMINISTRATIVE AND EQUITY RIGHTS ATTACHED TO THE FINANCIAL INSTRUMENTS THATARE SUBJECT TO THE OFFER, PENDING THE OFFER 132
F.3NOTICES RELATING TO THE TREND AND RESULT OF THE OFFER 132
F.4MARKET ON WHICH THE OFFER IS LAUNCHED 134
F.5PAYMENT DATE 134
F.6PROCEDURE FOR THE PAYMENT OF THE INITIAL CONSIDERATION 135
F.7PROCEDURE FOR THE PAYMENT OF THE DEFERRED CONSIDERATION 135
F.8LAW GOVERNING THE CONTRACTS EXECUTED BETWEEN THE OFFEROR AND THEHOLDERS OF THE ISSUER'S FINANCIAL INSTRUMENTS AND COMPETENT JURISDICTION. 136
F.9PROCEDURES AND TERMS FOR THE RETURN OF THE BANCA SISTEMA SHARES IN CASEOF INEFFECTIVENESS OF THE OFFER 136
G.FINANCING PROCEDURES, PERFORMANCE GUARANTEES AND OFFEROR'S FUTURE PLANS137
G.1PROCEDURES FOR FINANCING THE OFFER AND PERFORMANCE GUARANTEES 137
G.1.1Procedures for Financing the Offer 137
G.1.2Performance Guarantee 137
G.2REASONS FOR THE TRANSACTION AND THE OFFEROR'S FUTURE PLANS 137
G.2.1Reasons for the Offer and the Offeror's future plans drawn up in relation to theIssuer 137
G.2.2Investments and Related Forms of Financing 139
G.2.3Planned Amendments to the Issuer's Articles of Association 140

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	G.2.4Planned Changes in the Composition of the Issuer's Management and ControlBodies 140
	G.3INDICATIONS CONCERNING THE RESTORATION OF THE FREE FLOAT 140
H.	ANY AGREEMENTS AND TRANSACTIONS BETWEEN THE OFFEROR, THE PERSONS ACTINGIN CONCERT WITH IT AND THE ISSUER OR MAJOR SHAREHOLDERS OR MEMBERS OF THEISSUER'S MANAGEMENT AND CONTROL BODIES 142H.1DESCRIPTION OF THE FINANCIAL AND/OR COMMERCIAL AGREEMENTS ANDTRANSACTIONS RESOLVED OR PERFORMED IN THE TWELVE MONTHS PRIOR TO THEPUBLICATION OF THE OFFER, WHICH MAY HAVE OR HAVE HAD SIGNIFICANT EFFECTS ONTHE BUSINESS OF THE OFFEROR AND/OR THE ISSUER 142
	H.2AGREEMENTS CONCERNING THE EXERCISE OF VOTING RIGHTS OR THE TRANSFER OF
I.L.	SHARES AND/OR OTHER FINANCIAL INSTRUMENTS OF THE ISSUER 142INTERMEDIARIES' FEES 143ALLOCATION PROCEDURES 144
M.	L.1PROCEDURES FOR THE ALLOCATION OF THE SHARES FOLLOWING THE OFFER 144ANNEXES 145M.1Essential Information concerning the Agreement 145
	M.2Offeror's Notice 146
	M.3Press release issued by Banca Sistema on 13 January 2026, with reference to thecommunication received on that date from the Bank of Italy regarding the completion ofthe Supervisory Review and Evaluation Process (SREP) 147
N.O.	DOCUMENTS TO BE MADE AVAILABLE BY THE OFFEROR TO THE PUBLIC, INCLUDING BYREFERENCE, AND PLACES OR WEBSITES WHERE SUCH DOCUMENTS ARE AVAILABLE FORCONSULTATION 148DECLARATION OF LIABILITY 149

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MAIN DEFINITIONS

The following is a list of the main definitions and terms used within the Offer Document. These definitions and terms, unless otherwise specified, have the meanings set out below. The terms defined in the singular form also include the plural form, and vice versa, where the context so requires.

Agreement or TenderCommitment	The agreement signed on 29 June 2025 between the Offeror, onone side, and Gianluca Garbi, SGBS and Garbifin, on the otherside, whereby, inter alia, the Tendering Shareholders Signing theAgreement have irrevocably committed to the Offeror to acceptthe Offer, by tendering, in total, 19,995,371 Issuer's Shares,representing about 24.86% of the Issuer's share capital,corresponding to 24.27% of the relevant voting rights.
Tendering Shareholdersor TenderingShareholder	The Issuer's shareholders, natural or legal persons, who havetendered their Shares to the Offer.
Other Authorisations	The authorisations under: (i) the golden power legislation,pursuant to Article 2 of Decree-Law No. 21 of 15 March 2012,concerning the exercise of special powers for investments instrategic sectors, converted with amendments by Law No. 56 of11 May 2012, as updated, amended and/or supplemented fromtime to time, obtained by the Offeror on 1 September 2025; (ii)Council Regulation (EC) No. 139/2004, of 20 January 2004, onthe control of concentrations between undertakings, notified tothe Offeror by the European Commission on 13 October 2025.
Other Countries	The United States of America, Australia, Canada, Japan or anyother country, other than Italy, in which the Offer is notpermitted in the absence of authorisation by the competentauthorities or other fulfilment by the OFFEROR or is in breach ofrules or regulations.
Shareholders' Meeting	Banca Sistema's Shareholders' Meeting.
Authorisations	Together, the Prior Authorisations and the Other Authorisations.
Prior Authorisations	Jointly, the authorisation (i) of the European Central Bank to thedirect and indirect acquisition of a controlling interest in theIssuer, pursuant to Articles 22 et seq. of Directive 2013/36/EUof the European Parliament and of the Council of 26 June 2013,as well as Articles 19 and 22 of the Italian Consolidated Law onBanking, obtained on 12 January 2026; (ii) of the Bank of Italy

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	for the indirect acquisition of a controlling interest in KK,pursuant to Articles 19 and 22 of the Italian Consolidated Lawon Banking, as referred to in Article 110 of the ItalianConsolidated Law on Banking, obtained on 13 January 2026; (iii)of the Bank of Italy for the acquisition, by the Offeror, of directand indirect shareholdings which, overall, exceed 10% of theconsolidated own funds of the Offeror's banking group,pursuant to Articles 53 and 67 of the Italian Consolidated Lawon Banking, as implemented in Part Three, Chapter I, Section Vof the Bank of Italy Circular No. 285 of 17 December 2013,obtained on 13 January 2026; (iv) of the Bank of Italy pursuantto Article 56 of the Italian Consolidated Law on Banking and TitleIII, Chapter 1, Section II and III of the Bank of Italy Circular No.229 of 21 April 1999, for amendments to the articles ofassociation related to the increase in share capital serving thepurpose of the maintenance of regulatory capital requirements,as well as pursuant to Articles 26 and 28 of Regulation (EU)575/2013 to include the newly issued shares among theCommon Equity Tier 1 instruments, obtained on 13 January2026.
Qualified ShareholdingAuthorisation	The authorisation necessary to hold a Qualified Shareholdingunder Articles 19 and 110 of the Italian Consolidated Law onBanking.
Banca Sistema Shares orShares or Share	The 80,421,052 ordinary shares representing Banca Sistema'sshare capital as of the Offer Document Date, having a nominalvalue of EUR 0.12 each, and listed on Euronext Milan, EuronextSTAR Milan segment (ISIN code: IT0003173629).
Shares subject to theOffer or Share subjectto the Offer	Each of (or, depending on the context, all or part of) themaximum of 80,421,052 Shares, representing 100% of theIssuer's share capital, including any Treasury Shares directly orindirectly held by the Issuer from time to time.
Treasury Shares	Any ordinary shares issued by the Issuer that, from time to time,are directly and indirectly held by the Issuer itself. As at the OfferDocument Date, and to the best of the Offeror's knowledge, theIssuer does not hold Treasury Shares.
Tendering ShareholdersSigning the Agreement	Together, Gianluca Garbi, SGBS and Garbifin.
Bank of Italy	The Bank of Italy, headquartered in Rome, Via Nazionale no. 91.

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European Central Bankor ECB	TheEuropeanCentralBank,headquarteredinFrankfurt(Germany), Sonnemannstrasse no. 20.
Performance GuaranteeBank	UniCredit S.p.A, with registered office and general managementoffice at Piazza Gae Aulenti No. 3, Tower A, Milan, authorisedshare capital EUR 25,281,895,025.48, subscribed and paid-inas to EUR 21,453,835,025.48, tax identification code, VAT No.and registered with the Milan Monza Brianza Lodi CompaniesRegister under No. 00348170101, registered with the BanksRegister under No. 5729 and parent company of the UniCreditGroup, registered with the Banking Groups Register under No.2008, a member of the Interbank Deposit Protection Fund andthe National Guarantee Fund.
Borsa Italiana	Borsa Italiana S.p.A., headquartered in Milan, Piazza Affari no.6.
Banca Sistema's CapitalPlan	The capital plan of Banca Sistema for the 2025-2027 three-yearperiod, as last updated by the Banca Sistema's Board ofDirectors on 21 March 2025, following the remarks made to theIssuer by the Bank of Italy on 20 December 2024, following theinvestigations carried out in the July-October 2024 period.
Italian Civil Code	The Italian civil code, approved by Royal Decree No. 262 of 16March 1942, as subsequently supplemented and amended.
Corporate GovernanceCode	The Corporate Governance Code of listed companies approvedby the Italian Committee for Corporate Governance andpromoted by Borsa Italiana, ABI, Ania, Assogestioni, Assonimeand Confindustria, in force as of the Offer Document Date.
Issuer's notice	The Issuer's notice that the Issuer's Board of Directors isrequired to draft and disseminate under Article 103, paragraphs3 and 3-bis of the Italian Consolidated Law on Finance andArticle 39 of the Issuers'Regulation, containing all usefulinformation for the evaluation of the Offer, and including theIndependent Directors' Opinion.
102 Notice	The Offeror's notice pursuant to Article 102, paragraph 1, of theItalian Consolidated Law on Finance and Article 37 of theIssuers' Regulation, circulated on the Announcement Date andattached to the Offer Document as Annex M.2.

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Notice of the Offer FinalResults	The notice relating to the Offer final results, which shall bepublished by the Offeror in accordance with Article 41,paragraph 6, of the Issuers' Regulations.
Notice of the Offer FinalResults following theReopening of the Terms	The notice relating to the Offer final results following theReopening of the Terms, which shall be published by the Offerorin accordance with Article 41, paragraph 6, of the Issuers'Regulations.
Notice of the OfferProvisional Results	The notice relating to the Offer provisional results, which shallbe disseminated by the Offeror in accordance with Article 36 ofthe Issuers' Regulation.
Notice of the OfferProvisional Resultsfollowing theReopening of the Terms	The notice relating to the Offer provisional results following theReopening of the Terms, which shall be disseminated by theOfferor in accordance with Article 36 of the Issuers' Regulations.
Threshold Condition	The Condition of Effectiveness of the Offer set out in Section A,Paragraph A.2 (iii) of this Offer Document.
Minimum ThresholdCondition	The Condition of Effectiveness of the Offer set out in Section A,Paragraph A.2 (iii) of this Offer Document.
Conditions ofEffectiveness	The conditions described in Section A, Paragraph A.2 of theOffer Document, the fulfilment (or waiver, in whole or in part,by the Offeror) of which is a condition to the Offer's completion.
Consob	The Italian Stock Exchange Regulatory Body, headquartered inRome, Via G.B. Martini no. 3.
Material Subsidiary orKK	Kruso Kapital S.p.A., a joint-stock company under Italian lawwith registered office in Milan, Largo Augusto no. 1/A, at thecorner of Via Verziere no. 13, registration number with the MilanMonza Brianza Lodi Companies Register, tax identification codeand VAT No. 10753220960, whose shares, as of the OfferDocument Date, are admitted to trading on the Euronext GrowthMilan multilateral trading facility organised and managed byBorsa Italiana, subsidiary of Banca Sistema, which holds17,371,795 shares, equal to 70.59% of the share capital.
Consideration	The consideration offered by the Offeror under the Offer,represented, for each Share tendered to the Offer, by the InitialConsideration and the Deferred Consideration.

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Deferred Consideration	A maximum of EUR 0.418 to be paid within 6 months of theInitial Consideration Payment Date, through the allocation toeach Tendering Shareholder to the Offer of 21 KK shares, aftersplitting the outstanding KK shares based on the 1:98 ratio foreach Share tendered to the Offer, under the terms andconditions better detailed in Paragraph E below of the OfferDocument.
Initial Consideration	EUR 1.382 in cash for each Share tendered to the Offer, to bepaid at the Payment Date.
Offer Document Date	The date on which the Offer Document was published inaccordance with Article 38 of the Issuers' Regulations, i.e. on 16January 2026.
Announcement Date	The date on which the Offer was announced to the public bymeans of the 102 Notice, i.e. on 30 June 2025.
Payment Date or InitialConsideration PaymentDate	The date on which the payment of the Initial Consideration shallbe made, together with the transfer of the right of ownership tothe Shares to the Offeror, which shall occur on the 5° (fifth)Trading Day following the closing of the Tender Period and,therefore, on 6 March 2026(unless the TenderPeriod isextended in accordance with the applicable legislation), asspecified in Section F, Paragraph F.5 of the Offer Document.
Payment Date followingthe Reopening of theTerms	The date on which the payment of the Initial Consideration forthe Shares tendered to the Offer during any Reopening of theTerms period shall be made, together with the transfer of theright of ownership to those Shares to the Offeror, which shalloccur on the 5° (fifth) Trading Day following the closing of theReopening of the Terms period and, therefore, on 20 March2026 (unless the Tender Period is extended in accordance withthe applicable legislation), as specified in Section F, ParagraphF.5 of the Offer Document.
Deferred ConsiderationPayment Date	The 6-month long-stop date from the Initial ConsiderationPayment Date, by which the Deferred Consideration shall beallocated.
Cash DeferredConsideration PaymentDate	If, in the cases specified in Section E, Paragraph E.1 of the OfferDocument, all or part of the KK shares, after splitting, cannot beallocated within 6 months of the Initial Consideration PaymentDate, the long-stop date corresponding to the 10° (tenth)

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	business day following the expiry of the sixth month from theInitial Consideration Payment Date within which the Offerorshall make the cash payment of the Deferred Consideration.
Delisting	The delisting of the Shares from Euronext STAR Milan.
Offer Document	This offer document.
EIHC	European Investments Holding Company S.à r.l., headquarteredin Luxembourg, 12C rue Guillaume Kroll, L-1882.
Issuer or Banca Sistema	Banca Sistema S.p.A., a joint-stock company under Italian lawwith registered office in Milan, Largo Augusto no. 1/A, at thecorner of Via Verziere no. 13, registration number with the MilanMonza Brianza Lodi Companies Register, tax identification codeand VAT No. 12870770158. Registered with the Bank of Italy'sBanks Register under No. 03158.3 and, as parent company ofthe "Banca Sistema Banking Group", registered with the BankingGroups Register under No. 3158, and member of the InterbankDeposit Protection Fund and the National Guarantee Fund.
Maximum Payout	The maximum total countervalue of the Offer, equal to EUR144,757,894, calculated based on the Consideration, equal to amaximum of EUR 1.80 per Share, and assuming that all theShares subject to the Offer are tendered to the Offer.
Euronext Milan	Euronext Milan, a market organised and managed by BorsaItaliana.
Euronext SecuritiesMilan or Monte Titoli	Monte Titoli S.p.A., headquartered in Milan, Piazza degli Affarino. 6.
Euronext STAR Milan	Euronext STAR Milan, segment of Euronext Milan, organised andmanaged by Borsa Italiana.
Merger	The Offeror's merger by incorporation into Banca Sistema.
Performance Guarantee	The performance guarantee, issued on 15 January 2026 by thePerformance Guarantee Bank to the Offeror under Article 37-bisof the Issuers' Regulation, as envisaged by Section A, ParagraphA.6, and better detailed in Section G, Paragraph G.1.2 of theOffer Document.
Garbifin	Garbifin S.r.l., with registered office in Alba (CN), Corso Torinono. 18, registration number with the Cuneo CompaniesRegister, tax identification code and VAT No. 3574450049.

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Trading Day	Each day on which the Italian regulated markets are open forbusiness according to the trading calendar established annuallyby Borsa Italiana.
Global InformationAgent	Georgeson S.r.l., with registered office in Rome, Via Nizza no.128.
Group or Banca SistemaGroup	The "Banca Sistema Banking Group", of which the Issuer is aparent company.
CF+ Group or BancaCF+ Group	The "Banca CF+ Group", of which the Offeror is a parentcompany.
DepositaryIntermediaries	Authorised intermediaries such as banks, securities brokeragefirms, investment firms or stockbrokers acceding to thecentralised administration system at Monte Titoli, which maycollect and submit Acceptance Forms to the Intermediaries inCharge, as specified in Section B, Paragraph B.3 of the OfferDocument.
Intermediaries inCharge	The intermediaries in charge of collecting acceptances to theOffer, referred to in Section B, Paragraph B.3, of the OfferDocument.
Intermediary in Chargeof Coordinating theCollection ofAcceptances	The intermediary in charge of coordinating the collection ofacceptances of the Offer, i.e. UniCredit Bank GmbH, Milanbranch.
Stock ExchangeInstructions	The instructions under the Stock Exchange Regulation in forceat the Offer Document Date.
MAR	Regulation (EU) No. 596/2014 of the European Parliament andof the Council, of 16 April 2014, on market abuse, assubsequently amended and supplemented.
Commitment toSqueeze-Out underArticle 108, paragraph1 of the ItalianConsolidated Law onFinance	The Offeror's commitment to purchase the residual Sharessubject to the Offer from any requesting party, pursuant toArticle 108, paragraph 1 of the Italian Consolidated Law onFinance, if the Offeror and the Persons Acting in Concert cometo hold, within the term of the TenderPeriod (as possiblyextended in accordance with applicable law) and/or within theReopening of the Terms period, as a result of the acceptancesto the Offer and of any purchases of Shares made outside of the

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	Offer itself under applicable legislation, directly or indirectly, bythe Offeror and/or the Persons Acting in Concert, an overallshareholding in the Issuer at least equal to 95% of the Issuer'sshare capital.
Commitment toSqueeze-Out underArticle 108, paragraph2 of the ItalianConsolidated Law onFinance	The Offeror's commitment to purchase, from whoever sorequests, the Shares subject to the Offer not tendered to theOffer, under Article 108, paragraph 2 of the Italian ConsolidatedLaw on Finance, in the event that the Offeror and the PersonsActing in Concert come to hold an overall shareholding of morethan 90% but less than 95% of the Issuer's share capital. In suchan event, the Offeror henceforth states its intention to restore,within 90 days, a free float sufficient to ensure a regular trading.In such circumstances, there will be no Commitment toSqueeze-Out under Article 108, paragraph 2 of the ItalianConsolidated Law on Finance.
Offeror or CF+	Banca CF+ Credito Fondiario S.p.A., also Banca CF+ S.p.A., ajoint-stock company under Italian law, with registered office atCorso Europa no. 15, 20122 Milan, registration number with theMilanMonzaBrianzaLodiCompaniesRegisterandtaxidentification code 00395320583, VAT No. 16340351002,share capital of EUR 39,213,278.00, fully subscribed and paidin. Registered with the Bank of Italy's Banks Register - and, asparent company of the "Banca CF+ Group" banking group, theBanking Groups Register - under No. 10312.7, and member ofthe Interbank Deposit Protection Fund and the NationalGuarantee Fund.
Offer	The voluntary full purchase and exchange public offer for theShares subject to the Offer, launched by the Offeror underArticle 102 of the Italian Consolidated Law on Finance, asdescribed in the Offer Document.
Mandatory Offer	Thesubsequentmandatorypublicoffer,whichmaybepromoted by CF+ on Banca Sistema Shares not tendered to theOffer, with the relevant obligation to promote arising on theInitial Consideration Payment Date in the event of effectivenessof the Offer and following the same, as better detailed inParagraph B.1.13 of the Offer Document.
Independent Directors'Opinion	The reasoned opinion containing assessments on the Offer andthe fairness of the Consideration, prepared by the Issuer'sindependent directors who are not related parties of the Offeror,

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	pursuant to Article 39-bis of the Issuers' Regulation, attachedto the Issuer's Notice.
Qualified Shareholding	A shareholding subject to prior authorisation under Articles 19and 110 of the Italian Consolidated Law on Banking.
Tender Period	The Offer's tender period, agreed with Borsa Italiana, runningfrom 8.30 a.m. CET of 26 January 2026 to 5.30 p.m. CET of 27February 2026, both included, unless extended in accordancewith applicable legislation.
Persons Acting inConcert	The persons acting in concert with the Offeror concerning theOffer under Article 101-bis, paragraph 4-bis of the ItalianConsolidated Law on Finance, specified in Paragraph B.1.12 oftheOfferDocument,i.e.,jointly,Tiber2,EIHC,ElliottInternational, L.P. and Elliott International Limited, under Article101-bis, paragraph 4-bis, lett. b) of the Italian ConsolidatedLaw on Finance, and Gianluca Garbi, SGBS and Garbifin, underArticle 101-bis, paragraph 4-bis, lett. a) of the ItalianConsolidated Law on Finance.
Stock ExchangeRegulation	The regulation of the markets organised and managed by BorsaItaliana, in force on the Offer Document Date.
Issuers' Regulation	The regulation approved by Consob resolution No. 11971 of 14May 1999, as subsequently amended and supplemented, and inforce on the Offer Document Date.
Related Parties'Regulation	The regulation governing related-party transactions adopted byConsobresolutionNo.17221of12March2010,assubsequently amended and supplemented.
Reopening of the Terms	Any reopening of the Tender Period terms pursuant to Article40-bis, paragraph 1, letter b) of the Issuers' Regulations for 5(five) Trading Days starting from the Trading Day following thePayment Date and, therefore, for the days 9, 10, 11, 12 and 13March 2026, unless the TenderPeriod is extended, withpayment on the Payment Date following the Reopening of theTerms.
Acceptance Form	The acceptance form template that may be used to accept theOffer by the holders of Shares.
SGBS	Società di Gestione delle Partecipazioni in Banca Sistema S.r.l.,also SGBS S.r.l., with registered office in Alba (CN), Corso Torino

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This is an English courtesy translation of the original documentation prepared in Italian language. In the event of inconsistencies, the original Italian version of this document shall prevail in any event over this English courtesy translation

	no. 18, registration number with the Cuneo CompaniesRegister, tax identification code and VAT No. 3371510045.
Tiber 2	Tiber Investments 2 S.à r.l., headquartered in Luxembourg, 12Crue Guillaume Kroll, L-1882.
Italian ConsolidatedLaw on Banking	Legislative Decree No. 385 of 1 February 1993, as subsequentlyamended and supplemented, and in force on the OfferDocument Date.
Italian ConsolidatedLaw on Finance	Legislative Decree No. 58 of 24 February 1998, as subsequentlyamended and supplemented, and in force on the OfferDocument Date.

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INTRODUCTION

The following introduction provides a brief description of the structure and the legal assumptions of the transaction dealt with this in Offer Document (the "Offer Document").

This Offer Document incorporates by reference the information sheet concerning the offer of KK shares in the context of the Offer launched by the Offeror on Banca Sistema shares (the "Information Sheet"). The Offer Document must be read together with (and mutually supplemented by) the Information Sheet.

For the purposes of a full assessment of the terms and conditions of the transaction, we recommend a careful reading of the following Paragraph "Warnings" and of the entire Offer Document.

The data and information relating to the Issuer contained in this Offer Document are based on publicly available data and information (including those available on the Issuer's website, www.bancasistema.it) as of the date of publication of the Offer Document; for further information, reference is made to Paragraph 5 below of this Introduction of the Offer Document.

1. LEGAL REQUIREMENTS AND MAIN FEATURES OF THE OFFER

The transaction described in this Offer Document consists of a voluntary full purchase and exchange public offer (the "Offer") launched by Banca CF+ S.p.A. ("CF+" or the "Offeror"), pursuant to Articles 102 et seq. of the Italian Consolidated Law on Finance, as well as to the applicable implementing provisions contained in the regulation approved by Consob resolution No. 11971 of 14 Mary 1999, as subsequently amended and supplemented (the "Issuers' Regulation"), concerning a maximum of 80,421,052 ordinary shares (i.e. all shares issued as at the Offer Document Date) (the "Shares" or the "Banca Sistema Shares") of Banca Sistema S.p.A. ("Banca Sistema", the "Issuer" or the "Company"), admitted to trading on Euronext Milan, segment of Euronext STAR Milan, organised and managed by Borsa Italiana S.p.A. ("Borsa Italiana"), including any treasury shares directly or indirectly held by the Issuer from time to time (the "Treasury Shares").

The Offeror has made the decision to launch the Offer, in accordance with Articles 102 et seq. of the Italian Consolidated Law on Finance, by resolution of the Board of Directors of 29 June 2025. On the same date, the Offeror, on one side, and Gianluca Gardi, SGBS S.r.l. ("SGBS") and Garbifin S.r.l. ("Garbifin" and, together with Gianluca Garbi and SGBS, the "Tendering Shareholders Signing the Agreement"), on the other side, signed an agreement (the "Agreement" or the "Tender Commitment"), whereby, inter alia, the Tendering Shareholders Signing the Agreement have irrevocably committed to the Offeror to accept the Offer, by tendering, in total, 19,995,371 Shares, representing about 24.86% of the Issuer's share capital, corresponding to 24.27% of the relevant voting rights.

On 30 June 2025, the Offeror notified to Consob and announced to the public its decision to launch the Offer, by means of a notice (the "102 Notice") issued under Article 102, paragraph 1 of the Italian Consolidated Law on Finance and Article 37 of the Issuers' Regulation (the "Announcement Date").

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On 21 August 2025, the Offeror filed the Offer Document with Consob, under Article 102, paragraph 3 of the Italian Consolidated Law on Finance, and disclosed it to the market by means of a specific press release.

The Offer is not aimed at the delisting of the Issuer's Shares (the "Delisting").

The Offer is subject to the Conditions of Effectiveness set out in Section A, Paragraph A.2, of the Offer Document, and is intended for all Issuer's shareholders, indiscriminately and under the same conditions, without prejudice to Section F, Paragraph F.4 of the Offer Document.

CF+ will pay a consideration amounting to maximum EUR 1.80 for each Share tendered to the Offer, composed as follows:

(a) EUR 1.382 in cash (the "Initial Consideration"), to be paid on the trading day agreed with Borsa Italiana (i.e. on 6 March 2026), without prejudice to any extensions or other changes of the Offer that may occur in accordance with current provisions of law or regulation (the "Payment Date"); and
(b) a maximum of EUR 0.418 (the "Deferred Consideration" and, together with the Initial Consideration, the "Consideration"), to be paid within 6 months from the Initial Consideration Payment Date (the "Deferred Consideration Payment Date") through the allocation of 21 shares of Kruso Kapital S.p.A., a company with shares admitted to trading on the Euronext Growth Milan multilateral trading facility organised and managed by Borsa Italiana (the "Material Subsidiary" or "KK"), after splitting the outstanding KK shares based on the 1:98 ratio for each Share tendered to the Offer. It is understood that:
- (i) if it is not possible to allocate all or part of the KK shares, after splitting, by the Deferred Consideration Payment Date, to the Company's shareholders subscribing to the Offer, an amount of EUR 0.0199 in cash shall be paid - by the 10° (tenth) following business day (the "Cash Deferred Consideration Payment Date") - for each KK share, after the stock split, not allocated (and, therefore, in case none of the 21 KK shares may be allocated, after the stock split, the amount to be paid shall be EUR 0.418 for each Share tendered to the Offer, i.e. equal to the full Deferred Consideration); and
- (ii) by way of derogation from point (i) above, only if (aa) it is not possible to allocate all or part of the KK shares due to the transfer by Banca Sistema of KK shares to third parties - also as performance of existing contractual commitments with reference to the KK Shareholders' Agreement (as better described in Section A, Paragraph A.3 of the Offer Document) - and (bb) such transfer is made at an average price per KK share more than 10% lower than EUR 1.95 (which represents the average price of KK shares (before the splitting) weighted by volumes in the 30 days prior to the Announcement Date), the Company's shareholders subscribing to the Offer will be paid an amount equal to: (average transfer price

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per KK share multiplied1 by 0.21432) in cash for each Banca Sistema Share tendered to the Offer by the Cash Deferred Consideration Payment Date. For the sake of clarity it should be noted that, if the case referred to in point (ii) above were to be invoked, the Deferred Consideration would therefore be paid in monetary form and would be less than EUR 0.418. By way of example, in the event that the sale by Banca Sistema of KK shares to third parties referred to in points (aa) and (bb) above is carried out at an average price per KK share of EUR 1.658 (15% lower than EUR 1.95), the shareholders of the Company accepting the Offer shall be entitled to receive, as Deferred Consideration, a cash amount equal to EUR 0.355 for each Banca Sistema Share tendered instead of EUR 0.418 and, therefore, the Consideration (including the Initial Consideration of EUR 1.382) would amount to a total of EUR 1.737 instead of EUR 1.80.

Therefore, should it not be possible to allocate part of the KK Shares in accordance with points (i) and (ii) above, the Offeror shall proceed to pay the Deferred Consideration (a) partly in cash, with respect to the KK Shares that cannot be allocated, and (b) partly by allocating KK Shares in proportion to the total number of KK Shares to which Banca Sistema would be entitled, taking into account the level of acceptances received.

Please note that the Offeror welcomes the possibility that KK commences the process of translisting KK shares from the Euronext Growth Milan multilateral trading facility to the Euronext Milan regulated market, if the relevant requirements are met.

For the above purposes, it should be noted that:

as of the Offer Document Date, KK shares are not held by the Offeror, since KK is controlled by Banca Sistema, which holds 17,371,795 KK shares, representing 70.59% of its share capital. Therefore, upon completion of the Offer, the Offeror will acquire indirect ownership thereof;
the allocation ratio of KK shares for each Banca Sistema Share tendered to the Offer is fixed and, therefore, in the case of Banca Sistema Shares not tendered (aa) the Deferred Consideration paid to the Tendering Shareholders will remain unchanged and (bb) Banca Sistema will remain the holder of KK shares that would have been allocated to Banca Sistema Shares not tendered;
EUR 0.0199 for each KK share after the split was determined considering that:
- ➢ the volume-weighted average price of KK shares (before the splitting) over the 30 days preceding the Announcement Date is EUR 1.95;
- ➢ following the 1:98 split, the price per KK share would be EUR 0.0199;

1 This shall be understood as the average price per KK share at which the sales of KK shares by Banca Sistema would be carried out, resulting in the Offeror's inability to use such KK shares for the purpose of paying the Deferred Consideration through the allocation of KK shares. In the event of unavailability due to the exercise of the Call Option by the Foundations, this average sale price would coincide with the exercise price of each Call Option.

2 This numerical factor of 0.2143 is equal to the ratio between the 17,233,083 KK shares held by Banca Sistema considered for the purposes of the Offer, and the 80,421,052 Banca Sistema shares.

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➢ the allocation of 21 KK shares after the splitting at a price of EUR 0.0199 determines an amount equal to EUR 0.418 per Banca Sistema share.

The Consideration, consisting of the Initial Consideration and the Deferred Consideration (assuming a maximum value of EUR 0.418), incorporates: (i) a premium of approximately 9.0% compared to the weighted arithmetic average of the official prices recorded by the Shares in the three months prior to the Announcement Date (inclusive); and (ii) a premium of approximately 8.9% compared to the weighted arithmetic average of the official prices recorded by the Shares in the six months prior to the Announcement Date (inclusive).

The Initial Consideration consists of: (i) a discount of about 16.3% on the weighted arithmetic average of the official prices recorded by the Shares in the three months prior to the Announcement Date (inclusive); and (ii) a discount of about 16.4% on the weighted arithmetic average of the official prices recorded by the Shares in the six months prior to the Announcement Date (inclusive).

For the sake of completeness, please note that, prior to the Offer Document Date, the Offeror obtained the Prior Authorisations and, specifically, the authorisation from: (i) the European Central Bank for the direct and indirect acquisition of a controlling interest in the Issuer, pursuant to Articles 22 et seq. of Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013, as well as Articles 19 and 22 of the Italian Consolidated Law on Banking, obtained on 12 January 2026; (ii) the Bank of Italy for the indirect acquisition of a controlling interest in KK, pursuant to Articles 19 and 22 of the Italian Consolidated Law on Banking, as referred to in Article 110 of the Italian Consolidated Law on Banking, obtained on 13 January 2026; (iii) the Bank of Italy for the acquisition by the Offeror of direct and indirect shareholdings which, in the aggregate, exceed 10% of the consolidated own funds of the Offeror's banking group, pursuant to Articles 53 and 67 of the Italian Consolidated Law on Banking, as implemented in Part Three, Chapter I, Section V, of the Bank of Italy Circular No. 285 of 17 December 2013, obtained on 13 January 2026; (iv) the Bank of Italy pursuant to Article 56 of the Italian Consolidated Law on Banking and Title III, Chapter 1, Sections II and III, of the Bank of Italy Circular No. 229 of 21 April 1999 for amendments to the articles of association related to the capital increase aimed at maintaining regulatory capital requirements, as well as pursuant to Articles 26 and 28 of Regulation (EU) 575/2013 to include the newly issued shares among Common Equity Tier 1 instruments, obtained on 13 January 2026.

With reference to the aforementioned authorisation issued by the European Central Bank, it is specified that, given the unsolicited nature of the transaction, the Supervisory Authority has mandated that, upon completion of the Offer, Banca CF+ shall conduct a due diligence process to determine the badwill arising from the transaction within six months of its completion. Such due diligence must be certified by an auditing firm and submitted without delay to the Bank of Italy. Following this, Banca CF+ must also determine, within the following month, the potential adoption of any resulting mitigation actions, where necessary.

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These include, by way of example: the preparation of a comprehensive action plan for the integration of Banca Sistema; an internal audit review to verify the effectiveness of the group's organizational structures post-merger; a plan to diversify funding sources by reducing reliance on foreign online platforms; and the systematic monitoring of the evolution of economic and financial figures.

Furthermore, prior to the Offer Document Date, the Offeror obtained the Other Authorisations and, specifically: (i) on 1 September 2025, the clearance from the Presidency of the Council of Ministers pursuant to the so-called "Golden Power" legislation; and (ii) the antitrust authorisation from the European Commission, notified by the latter to the Offeror on 13 October 2025.

It should also be noted that the Issuer's shareholders who, as a result of the acceptance of the Offer, will directly or indirectly hold a shareholding in KK subject to prior authorisation pursuant to Articles 19 and 110 of the Italian Consolidated Law on Banking (the "Qualified Shareholding"), will be required to submit an application to the Bank of Italy, pursuant to Articles 19 and 110 of the Italian Consolidated Law on Banking, in order to obtain such authorisation (the "Qualified Shareholding Authorisation").

For the sake of completeness, it should be noted that, if the Offer becomes effective, at the end of the same, as a result of the fulfilment of the Threshold Condition (by virtue of which the Offeror would hold a shareholding in Banca Sistema at least equal to 66.67% of the relevant share capital with voting rights), or even only of the Minimum Threshold Condition (by virtue of which the Offeror would hold a shareholding in Banca Sistema at least equal to 50% + 1 of the relevant share capital with voting rights), CF+ would in any case hold a shareholding in Banca Sistema exceeding the 30% threshold referred to in Article 106 of the Italian Consolidated Law on Finance. Therefore, in the event of Offer effectiveness, CF+ will be required to promote a subsequent full public offer on the Banca Sistema Shares not tendered to the Offer as of the Initial Consideration Payment Date (the "Mandatory Offer"). For further information, please refer to Section A, Paragraph A.1 of the Offer Document.

2. ARRANGEMENTS CONCERNING THE OFFER

On 29 June 2025, the Tendering Shareholders Signing the Agreement signed the Agreement whereby, inter alia, they have irrevocably committed to the Offeror to accepting the Offer, by tendering, in total, 19,995,371 Issuer's ordinary shares, representing about 24.86% of the Issuer's share capital, corresponding to 24.27% of the relevant voting rights.

For further information on the shareholders' agreement provisions included in the Agreement, see the essential information published, pursuant to Article 122 of the Italian Consolidated Law on Finance and Articles 129 and 130 of the Issuers' Regulation, on Banca Sistema's website at www.bancasistema.it, and attached to the Offer Document as Annex M.1.

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3. REASONS FOR THE OFFER AND SUMMARY OF FUTURE PLANS

3.1 Reasons for the Offer

As of August 2021, following the corporate reorganisation of what was then the Credito Fondiario group, CF+ is a bank specialised in lending to small and medium-sized enterprises, responding quickly and flexibly to their liquidity and financing needs, including through a digital bank-to-business interaction model.

The market segment of specialised banks is characterised by the presence of multiple operators who, with specialised skills, are able to provide services with a high degree of customisation and flexibility compared to traditional operators, but which due to their small size are exposed to risks arising from a financial, market and geopolitical context which is currently very complex.

In this context, aggregation transactions allow specialised players to bolster their capital strength, and increase profitability and efficiency in the medium to long term.

It is in this perspective that the Offeror has an interest in launching the Offer, in order to (i) consolidate its competitive position, maximising economies of scale achievable through dimensional growth, and (ii) reduce the business risk, through a greater diversification of the mix of products and customers, and also through the contribution of skills, relations with the customers and the products offered by the Issuer.

In the light of its strategic guidelines and medium-long term objectives, CF+ believes that integration with the Issuer is a strategic lever for acceleration and maximisation of value for all stakeholders involved.

The Offer in question represents a market transaction aimed at all shareholders of the Issuer, which as a result of the acceptance to the same – given the price structure proposed – will simultaneously have the opportunity to:

immediately realise the value of the investment made over time in the Issuer, reducing the potential risks associated with the achievement of medium-to-long-term strategic objectives, upon payment of the Initial Consideration;
maintain their investment in the pawn credit business, ensuring continuity in the pursuit of the industrial and financial objectives outlined at the time, depending on the payment of the Deferred Consideration.

3.2 Industrial and commercial matters

Following completion of the Offer and based on data as at 31 December 2024, the new entity resulting from the transaction would have a total assets of approximately EUR 6.7 billion, of which approximately EUR 4.5 billion is represented by loans to customers. The Issuer's customers will be able to benefit from the range of products and services of the Offeror, which will complement the current offerings of the Issuer. The contribution of such resources in terms of balance sheet aggregates will be such as to consolidate the Offeror's position as a leading specialised bank within the Italian market, positioning it as a potential aggregator for further players.

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Although, as of the Offer Document Date, no formal decisions have been made by the Offeror's competent corporate bodies, with a view to accelerating the integration process and value creation, the Offeror intends to proceed with the merger of the Offeror into the Issuer (the "Merger") as soon as possible following the completion of the Offer. The objective of the Merger is to:

ensure more effective strategic coordination and efficiency in governance;
avoid duplication of organisational and technological structures necessary for the management of separate legal entities while maximising operational efficiency;
increase with new resources the already solid capital position of the intermediary.

With reference to this latter aspect, the Offeror notes, in fact, that — following a specific request by the Bank of Italy within the scope of the findings addressed to the Issuer by the aforementioned supervisory authority on 20 December 2024 as a result of the inspections conducted by the same during the period July-October 2024 (for further information on which, reference is made to Paragraph A.5 of the Offer Document) — the Board of Directors of Banca Sistema on 21 March 2025, as disclosed to the market, approved the update of the capital plan for the 2025-2027 three-year period (the "Banca Sistema's Capital Plan"), the results of which highlight the substantial confirmation of the profit and capital ratio targets outlined in the 2024-2026 business plan approved in May 2024, which also takes into account the planned synthetic (SRT) and traditional securitisation transactions, the ECHR rulings, and further management initiatives.

The integration of the Offeror and the Issuer will allow to:

strengthen the competitive positioning of the entity resulting from the integration through increased size and the achievement of a scale that allows for cost synergies and the optimisation of development investments;
diversify revenue composition through complementary business segment compared to the current structure and offering high strategic value products;
strengthen relations with corporate customers following the development of a comprehensive credit delivery platform for short- and medium- to long-term products, enabling the capture of a larger share of the customer lending needs;
rationalise the funding structure in terms of composition and cost, with a resulting stabilisation of funding and optimisation of asset yields to support expansion, also leveraging the capital markets as a facilitator for procurement;
develop a greater capacity to attract new talent with specific professional skills to support business development.

These objectives will be pursued with the aim of preserving a solid capital position and creating value for shareholders through the distribution of sustainable dividend flows over time, as part of a new dividend policy to be implemented after the completion of the overall transaction (including the Merger), once the findings currently imposed by the Bank of Italy on the Issuer have been overcome.

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Fundamental to these assumptions will be the maintenance – as a result of the Merger of the Offeror into the Issuer – of the entity resulting from the same Merger as a listed company, a circumstance that will allow for greater flexibility in seizing strategic opportunities, also facilitating its potential role as an aggregator of specialised players in the market.

With a view to pursuing the strategic and industrial objectives of becoming a leading specialised bank for the SME sector, the pawn credit business is not considered core by the Offeror; for this reason, the payment of the Deferred Consideration will take place through the assignment of this asset, represented by the shares of KK held by Banca Sistema, to the Tendering Shareholders.

It is understood that, after the possible completion of the Offer, and in any case until the Deferred Consideration Payment Date, it is the intention of the Offeror to ensure that, to the extent of its powers, KK is managed on a continuous basis, with diligence and according to criteria of ordinary and prudent management, without undertaking or carrying out any action, initiative or transaction that may significantly modify or alter KK and/or from which may result a change, even prospective, of the income, equity and/or financial conditions of KK.

4. OFFER CONSIDERATION AND MAXIMUM PAYOUT

CF+ shall pay - for each Share tendered to the Offer - the Consideration represented by the Initial Consideration and the Deferred Consideration.

The Consideration has been determined on the assumption that, prior to the Payment Date, including the Payment Date following the Reopening of the Terms:

(i) the Issuer does not approve or carry out any ordinary (including interim dividends) or extraordinary distribution of dividends from profit and/or other reserves; and
(ii) the Issuer does not approve or carry out any transaction on its share capital (including, without limitation, capital increases or reductions) and/or on the Shares (including, by way of example, share consolidation or cancellation).

For further information, please refer to Section E of the Offer Document.

In the event of full acceptance of the Offer by all Shareholders, the maximum countervalue for the Offer, calculated on the basis of the Consideration of a maximum of EUR 1.80 per Share, will amount to a total of EUR 144,757,894 (the "Maximum Payout").

5. LIMITED DUE DILIGENCE ON THE ISSUER

Prior to the Announcement Date, the Offeror, with the support of its advisors, carried out a limited due diligence on Banca Sistema, specifically in relation to certain financial and business aspects.

The due diligence carried out was essentially to confirm the analyses carried out by the Offeror based on publicly available information.

Furthermore, it should be noted that Banca Sistema did not qualify the documentation and information provided by in the context of the due diligence as either privileged under the

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Italian Consolidated Law on Finance and the MAR, or relevant under the Guidelines on the management of inside information published by Consob.

Accordingly, the Offer terms and conditions – including the Consideration – have not been determined based on inside information.

It should also be noted that, to the best of the Offeror's knowledge, the Issuer has not authorised other parties to carry out due diligence activities on Banca Sistema in the same context described above.

6. LOG OF THE MAIN EVENTS RELATED TO THE OFFER

The schedule of the main events relating to the Offer and the timing thereof is summarised below.

Date	Event	Disclosure method
29 June 2025	Resolution of the Offeror's Board of Directorsconcerning the decision to launch the Offer.
29 June 2025	Signing of the Agreement.
30 June 2025	102 Notice on the decision to launch the Offer.	Notice pursuant to Article 102,paragraph1oftheItalianConsolidated Law on Finance andArticle37oftheIssuers'Regulation.
15 July 2025	Commencement of pre-notification procedures to theEuropean Commission concerning the notificationunder Article 1 of Council Regulation (EC) no.139/2004, of 20 January 2004, on the control ofconcentrations between undertakings (EUMR).
19 July 2025	Submission of notices to the Decree of the Presidencyof the Council of Ministers March under Article 2 ofDecree-LawNo.21of15March2012,assubsequently amended (golden power).

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Date	Event	Disclosure method
20 July 2025	Offeror's submission to the ECB and the Bank of Italyof the following applications:(i)for the direct and indirect acquisition of acontrolling interest in the Issuer, pursuant toArticles 22 et seq. of Directive 2013/36/EU ofthe European Parliament and of the Council of26 June 2013, as well as Articles 19 and 22 ofthe Italian Consolidated Law on Banking;(ii)for the direct and indirect acquisition of acontrolling interest in the KK, pursuant toArticles 19 and 22 of the Italian ConsolidatedLaw on Banking, as referred to Article 110 ofthe Italian Consolidated Law on Banking;(iii)for the acquisition, by the Offeror, of direct andindirect shareholdings which, overall, exceed10% of the consolidated own funds of theOfferor's banking group, pursuant to Articles53 and 67 of the Italian Consolidated Law onBanking, as implemented in Part Three, ChapterI, Section V of the Bank of Italy Circular No. 285of 17 December 2013;(iv)pursuanttoArticle56oftheItalianConsolidated Law on Banking and Title III,Chapter 1, Section II and III of the Bank of ItalyCircular No. 229 of 21 April 1999, foramendments to the articles of associationrelated to the increase in share capital servingthe purpose of the maintenance of regulatorycapital requirements, as well as pursuant toArticles 26 and 28 of Regulation (EU) 575/2013to include the newly issued shares among theCommon Equity Tier 1 instruments.
21 July 2025	Filing of the Offer Document and the AcceptanceForm with Consob.	Notice pursuant to Article 37-terof the Issuers' Regulation.
1 September 2025	Clearance by the Presidency of the Council ofMinisters in accordance with the golden powerlegislation.	Notice of the Offeror pursuant toArticle36oftheIssuers'Regulations.
13 October 2025	EuropeanCommissionnoticeoftheantitrustauthorisation.	Notice of the Offeror pursuant toArticle36oftheIssuers'Regulations.
12-13 January 2026	Issuance of the Prior Authorisations	Notice of the Offeror pursuant toArticle36oftheIssuers'Regulations.

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Date	Event	Disclosure method
14 January 2026	Approval of the Offer Document by Consob pursuantto Article 102, paragraph 4 of the Italian ConsolidatedLaw on Finance (notified to the Offeror by resolutionno. 23831 of 14 January 2026).	Notice of the Offeror pursuant toArticle36oftheIssuers'Regulations.
15 January 2026	Sending of the Performance Guarantee to Consob.	Notice under Article 37-bis of theIssuers' Regulation.
16 January 2026	Publication of the Offer Document	NoticemadebytheOfferorpursuant to Article 38, paragraph2, of the Issuers' RegulationDisseminationoftheOfferDocumentpursuanttowith
		Articles 36, paragraph 3 and 38,paragraph2oftheIssuers'Regulations.
By and not later thanApproval of (i) the Independent Directors' Opinion by23 January 2026the Issuer's Board of Directors, pursuant to Article39-bis of the Issuers' Regulation; and (ii) the Issuer'sNotice by the Issuer's Board of Directors, pursuant toArticle 39 of the Issuers' Regulation.Publication of the Issuer's Notice (including theIndependent Directors' Opinion)		Independent Directors'OpinionunderArticle39-bisoftheIssuers' Regulation.Issuer's Notice under Article 103,paragraph3oftheItalianConsolidated Law on Finance, andArticle39oftheIssuers'Regulation.
26 January 2026	Start of the Tender Period of the Offer.
27 February 2026(unless the TenderPeriod is extended)	End of the Tender Period of the Offer.
No later than theNotice of the Offer Provisional Results, which shallevening of the lastspecify (i) whether the Threshold Condition (and theday of the TenderMinimum Threshold Condition) has been fulfilled orPeriod, and in anynot, or whether it has been waived; (ii) whether theevent no later thanconditions for the Reopening of the Terms have been7.29 a.m. CET on themet; (iii) whether the conditions for the CommitmentfirstTradingDayto Squeeze-Out have been met, pursuant to Articlefollowing the end of108, paragraph 1 of the Italian Consolidated Law onthe TenderPeriodFinance, and shall provide (iv) information on the(i.e.by2Marchmethods and timing for the possible restoration of2026,unlessthethe free float.TenderPeriodisextended)		Notice of the Offeror pursuant toArticle36oftheIssuers'Regulations.

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Date	Event	Disclosure method
No later than 7.29a.m. CETontheTrading Day prior tothe Payment Date(i.e.by5March2026,unlesstheTenderPeriodisextended)	Notice of the Offer Final Results, which shall (i) specifythe fulfilment/non-fulfilment of, or any waiver of, theConditions of Effectiveness other than the ThresholdCondition; (ii)confirm(a)thefulfilment/nonfulfilment of, or any waiver of, the ThresholdCondition; (b) the existence of the conditions for theReopening of the Terms; and (c) the existence of theconditions for the Commitmentto Squeeze-Out,pursuant to Article 108, paragraph 1, of the ItalianConsolidated Law on Finance, as well as (iii) provideinformation on the methods and timing for thepossible restoration of the free float.	Publication of the notice pursuantto Article 41, paragraph 6, andArticle36oftheIssuers'Regulations.
On the fifth TradingDayfollowingtheclose of the TenderPeriod, (i.e. 6 March2026,unlesstheTenderPeriodisextended)	Payment of the Initial Consideration for the Sharestendered to the Offer during the Tender Period.
9March2026(unless the TenderPeriod is extended)	Commencement of the Reopening of the Terms, ifany.
13March2026(unless the TenderPeriod is extended)	Ending of the Reopening of the Terms, if any.
No later than theevening of the lastReopeningoftheTerms period, and inany event no laterthan 7.29 a.m. CETon the first TradingDayfollowingtheendoftheReopeningoftheTerms period (i.e. by16March2026,unless the TenderPeriod is extended)	Notice of the Offer Provisional Results following theReopening of the Terms, whereby the Offeror shallalso disclose: (i) whether the conditions for theCommitmentto Squeeze-Out havebeen met,pursuant to Article 108, paragraph 1, of the ItalianConsolidated Law on Finance, and (ii) information onthe methods and timing for the possible restorationof the free float.

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Date	Event	Disclosure method
No later than 7.29a.m. CETontheTrading Day prior tothe Payment DatefollowingtheReopeningoftheTerms (i.e. by 19March 2026, unlessthe Tender Period isextended)	Notice of the Offer Final Results following theReopening of the Terms, whereby the Offeror shall: (i)confirm the Offer provisional results and disclosewhether the conditions for the Commitment toSqueeze-Out have been met, pursuant to Article 108,paragraph 1 of the Italian Consolidated Law onFinance, and (ii) disclose information on the methodsand timing for the possible restoration of the freefloat;
On the fifth TradingDayfollowingthecloseoftheReopeningoftheTerms period, if any(i.e. 20 March 2026,unless the TenderPeriod is extended)	Payment of the Initial Consideration.
No later than theTradingDayfollowing the dateon which the nonfulfilmentoftheConditionsofEffectivenesshasbeenfirstlyannounced.	Return of the availability of the Shares tendered to theOffer if the Conditions of Effectiveness have not beenfulfilled, and the Offeror has not waived them, inwhole or in part (where applicable).
No later than sixmonthsfollowingthe Payment Date	Payment of the Deferred Consideration for the Sharestendered to the Offer during the Tender Period, aspossibly extended.
CashDeferredConsiderationPayment Date	Cash payment of the Deferred Consideration, if all orpart of the KK shares, after the stock split, cannot beallocated by the Deferred Consideration PaymentDate.

All the notices referred to in the above table, unless otherwise specified, shall be deemed to be disseminated as set out in Article 36, paragraph 3 of the Issuers' Regulations. Notices and releases relating to the Offer will be published without delay on the Offeror's website dedicated to the Offer (www.bancacfplus.it)

7. MARKETS WHERE THE OFFER IS LAUNCHED

The Offer is launched exclusively in Italy, as the Banca Sistema Shares are listed on Euronext STAR Milan, organised and managed by Borsa Italiana, is addressed, indiscriminately and on

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equal terms, to all the shareholders of the Issuer and is subject to the disclosure requirements and procedural obligations provided for by Italian law.

The Offer is not being launched or disseminated, directly or indirectly, in the United States of America, Australia, Canada, Japan or any other country in which such Offer is not permitted in the absence of the competent local authorities' authorisation, or is in violation of rules or regulations (the "Other Countries"), or by using international means of communication or commercial instruments (including, without limitation, the postal network, fax, telex, e-mail, telephone and Internet) of the United States of America, Australia, Canada, Japan or the Other Countries, or any facility of any financial intermediary of the United States of America, Australia, Canada, Japan or the Other Countries, or in any other manner.

For a full description of the markets where the Offer is launched and the restrictions applicable therein, please refer to Section F, Paragraph F.4 of the Offer Document.

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A. WARNINGS

A.1 Possible Mandatory Offer launched by CF+

It should be noted that, if the Offer becomes effective, at the end of the same, as a result of the fulfilment of the Threshold Condition (by virtue of which the Offeror would hold a shareholding in Banca Sistema at least equal to 66.67% of the relevant share capital with voting rights), or even only of the Minimum Threshold Condition (by virtue of which the Offeror would hold a shareholding in Banca Sistema at least equal to 50% + 1 of the relevant share capital with voting rights), CF+ would in any case hold a shareholding in Banca Sistema exceeding the 30% threshold referred to in Article 106 of the Italian Consolidated Law on Finance. Therefore, in the event of Offer completion, CF+ will be required to promote a subsequent full public offer on the Banca Sistema Shares not tendered to the Offer as of the Initial Consideration Payment Date (the "Mandatory Offer").

The consideration for each Share tendered to the Mandatory Offer and acquired by the Offeror will be the same as the Offer and, therefore, equal to a maximum of EUR 1.80 of which: (i) EUR 1.382 in cash; and (ii) a maximum of EUR 0.418 through the allocation of no. 21 shares of KK for each Share tendered to the Mandatory Offer, providing for a cash alternative of the same amount (a maximum of EUR 0.418) at the choice of the offerees in the Mandatory Offer. It is understood that, if Borsa Italiana has already decided to start the trading of the KK shares on the Euronext Milan regulated market in such a way that the same are traded on the aforementioned regulated market by the payment date of the Mandatory Offer, such portion of the Mandatory Offer consideration will be paid in any case through the allocation of KK shares. The component referred to in point (ii) above shall be equal to the Deferred Consideration actually paid in the context of the Offer. Therefore, this component could also be lower than the value of EUR 0.418 if the allocation of all or part of KK shares is not possible in the framework of the Offer due to the transfer by Banca Sistema of KK shares to third parties, including for meeting contractual commitments arising from the KK Shareholders' Agreement (as better described in Section A, Paragraph A.4 of the Offer Document).

Therefore, within the framework of the Mandatory Offer - unlike what is provided under the Offer - in the event the offerees chooses the cash alternative for the consideration component of EUR 0.418, should Borsa Italiana have not already ordered the trading of KK shares on the Euronext Milan regulated market in such a way that the same would be traded on the aforementioned regulated market by the payment date of the Mandatory Offer, the consideration of the latter will be fully paid in cash for a total value of EUR 1.80 for each Banca Sistema Share tendered.

To the best of the Offeror's knowledge, on the basis of the discussions with Banca Sistema and Kruso Kapital, as of the Offer Document Date, the competent bodies of Kruso Kapital started the preliminary activities concerning the possible translisting of the Kruso Kapital shares from the Euronext Growth Milan multilateral trading facility to the Euronext Milan regulated market and, specifically, to the draft revision of Kruso Kapital's articles of association, in order to make it suitable for listing the same on the aforementioned regulated market.

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For further information, please refer to Paragraph B.1.13 of this Offer Document.

A.2 Conditions of Effectiveness of the Offer

The Offer is subject to the fulfilment of the following conditions (collectively, the "Conditions of Effectiveness"), it being specified that the order in which they are listed is not imperative:

(i) that, by the second trading day prior to the Payment Date, the European Commission approves, without conditions, restrictions and prescriptions, the acquisition of Banca Sistema launched by the Offeror through this Offer, and that any further Other Authorisations are issued without prescriptions, conditions or restrictions;
(ii) that, between the Announcement Date and the Payment Date (a) no competent authority, including courts, issues resolutions or measures such as to preclude, restrict or make more onerous the possibility for the Offeror to implement the Offer or its objectives; (b) Banca Sistema fully and diligently implements all the initiatives envisaged by the Banca Sistema's Capital Plan (including the securitisations referred to in the press release published by the Issuer on 21 March 2025) or other initiatives upon the supervisory authority's instructions, taking into account the need to comply with the capital ratios and, accordingly, that no new and further injunctions, sanctions, imperative or other measures are adopted by the Bank of Italy or by any other competent authority towards Banca Sistema; and (c) the Banca Sistema's Capital Plan initiatives are adequate and consistent with Banca Sistema's financial situation and, therefore, failure to comply with the capital ratios set out in the 2024-2026 business plan approved by the Issuer in May 2024, as confirmed in the Issuer's press release published on 21 March 2025, is not recorded or foreseen;
(iii) that the Offeror comes to hold, after completion of the Offer as a result of the subscriptions to the Offer and/or any purchases made outside of the Offer itself under applicable legislation during the Tender Period - a shareholding of at least 66.67% of the voting rights that may be exercised in Issuer's shareholders' meeting (the "Threshold Condition"); the Offeror reserves the right to waive the Threshold Condition, provided that it comes to hold, after completion of the Offer - as a result of the subscriptions to the Offer and/or any purchases made outside of the Offer itself under applicable legislation during the Tender Period - a shareholding of at least 50% plus 1 (one) of the voting rights that may be exercised in Issuer's shareholders' meeting (this latter threshold cannot be waived (the "Minimum Threshold Condition");
(iv) that, between the Announcement Date and the Payment Date, the Issuer's corporate bodies (and/or those of one of its direct or indirect subsidiaries or affiliates) do not resolve, do not carry out (even if approved prior to the Announcement Date), nor do they undertake to carry out, or in any case cause the performance of (including by conditional agreements and/or partnerships with third parties), any acts or transactions: (x) which may result in a significant change, even prospective, in the Issuer's capital, equity, economic, prudential and/or financial situation and/or of the business (and/or of one of its direct or indirect subsidiaries or affiliates), (y) which restrict the free operation of subsidiaries and networks in the placement of products to

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customers (also through the renewal, extension - including due to non-termination or renegotiation of existing and/or expiring distribution agreements), or (z) which are in any case inconsistent with the Offer and the underlying industrial and commercial reasons, unless this is due to compliance with legal obligations and/or as a result of the request of the supervisory authorities, without prejudice, in any event, to the condition referred to in point (v) below; the foregoing shall be understood to refer, merely by way of example, to capital increases (even if implemented as performance of the powers granted to the Board of Directors pursuant to Article 2443 of the Italian Civil Code), capital reductions, distributions of reserves, payments of extraordinary dividends (i.e. those exceeding the profit resulting from the last financial statements approved at the time of distribution), use of own funds, purchases or disposals of treasury shares, mergers, demergers, transformations, amendments to the articles of association in general, cancellation or amalgamation of shares, assignments, acquisitions, exercise of rights of purchase or transfers, including on a temporary basis, of assets, shareholdings (or related property rights or participations), contracts for the provision of services, commercial contracts or distribution of banking, financial or insurance products of companies or business units (including, without limitation, those operating in the insurance sector), bond issuances (with the exception of the issuance of non-convertible subordinated bonds at market conditions within the normal operations of the Issuer) or debt assumption;

(v) that, in any event, between the Announcement Date and the Payment Date, the Issuer and/or any direct or indirect subsidiaries and/or affiliates do not resolve and, in any event, do not carry out (even if approved prior to the Announcement Date), nor do they undertake to carry out, any acts or transactions that could hinder the achievement of the objectives of the Offer pursuant to Article 104 of the Italian Consolidated Law on Finance, even if the same have been authorised by the ordinary or extraordinary shareholders' meeting of the Issuer, or are resolved and implemented independently by the ordinary or extraordinary shareholders' meeting of the Issuer and/or by the management bodies of the Issuer's subsidiaries and/or affiliates;
(vi) that, in any event, between the Announcement Date and the Payment Date, the Banca Sistema Group is correctly and diligently managed, according to ordinary and prudent management criteria, and the Issuer and/or any direct or indirect subsidiaries and/or affiliates do not resolve and, in any event, do not carry out (even if approved prior to the Announcement Date) (including by conditional agreements and/or partnerships with third parties), any acts or initiatives exceeding the limits of ordinary management, as well as any acts or transactions that could lead to a material impairment, even prospective, of the Issuer's capital, equity, economic, prudential and/or financial situation as represented in the Issuer's nine-monthly report as at 30 September 2025 and/or of the Issuer's business;
(vii) that no facts, events or circumstances have occurred between the Announcement Date and the Payment Date which prevent the Offeror from carrying out the Offer in

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accordance with the Authorisations received in respect of the same Offer and the provisions contained therein;
(viii) that, by the Payment Date, (x) no extraordinary circumstances or events have occurred at a national and/or international level that result in, or could result in, significant adverse changes to the political, health, financial, economic, currency, regulatory, or market environment, which have or could have a material adverse effect on the Offer and/or on the financial condition, assets, liabilities, results of operations, or business of the Issuer (and/or of its subsidiaries and/or affiliates) and/or the Offeror (and/or its parent companies, subsidiaries, and/or affiliates) and/or on their regulatory capital adequacy; and (y) no facts or situations concerning the Issuer (and/or its subsidiaries and/or affiliates) have emerged, which were not known to the market as of the Announcement Date, that entail an adverse change in the Issuer's business (and/or of its subsidiaries and/or affiliates) and/or its financial condition, assets, liabilities, results of operations (and/or of its subsidiaries and/or affiliates) and/or its regulatory capital adequacy (and/or of its subsidiaries and/or affiliates) (the "MAC/MAE Condition"). It is understood that the MAC/MAE Condition also includes, among others, all events listed in points (x) and (y) above that may occur in the markets where the Issuer, the Offeror, or their respective parent companies, subsidiaries, and/or affiliates operate, as a result of, or in connection with, ongoing international political crises, including those in Ukraine and the Middle East, and/or tariff disputes between the United States of America and various countries, including the European Union and the People's Republic of China, which, although in the public domain as of the Announcement Date, may lead to adverse consequences for the Offer and/or for the financial condition, assets, results of operations, or business of the Issuer or the Offeror and their respective subsidiaries and/or affiliates, and/or their regulatory capital adequacy. Such consequences include, by way of example only, the temporary suspension and/or closure of financial and manufacturing markets and/or commercial activities in the markets where the Issuer, the Offeror, or their respective parent companies, subsidiaries, and/or affiliates operate, resulting in adverse effects on the Offer and/or changes to the financial condition, assets, results of operations, or business of the Issuer, the Offeror, or their respective subsidiaries and/or affiliates, and/or their regulatory capital adequacy.

The Offeror may waive one or more of the Conditions of Effectiveness (except for, with respect to the Threshold Condition, the non-waivable Minimum Threshold Condition of 50% plus 1 (one) of the voting rights), or modify them in accordance with the applicable regulations, giving notice in accordance with applicable law.

Please note that the Offeror shall notify the fulfilment or non-fulfilment, as the case may be, of each Condition of Effectiveness – or of any waiver thereof – by issuing a press release in accordance with the procedures set forth in Article 36 of the Issuers' Regulation, within the following timeframes, as applicable:

(i) with respect to the Threshold Condition (and the Minimum Threshold Condition), via the notice on the provisional results of the Offer, to be issued by the evening of the last Trading Day of the Tender Period and, in any event, by 7.29 a.m. on the first Trading

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Day following the end of the Tender Period (i.e., 2 March 2026, subject to any extension of the Tender Period in accordance with applicable law), and confirmed in the Notice of the Offer Final Results, to be issued by 7.29 a.m. on the Trading Day prior to the Payment Date (i.e., 5 March 2026, subject to any extension of the Tender Period in accordance with applicable law);

(ii) for all other Conditions of Effectiveness, with the Notice of the Offer Final Results, which will be published by 7.29 a.m. on the Trading Day preceding the Payment Date (i.e., 5 March 2026, subject to any extension of the Tender Period in accordance with applicable law).

If even one of the Conditions of Effectiveness is not fulfilled and the Offeror does not exercise its right to waive it, the Offer will not be completed. In such scenario, the Shares tendered to the Offer, if any, will be made available to their respective holders no later than the Trading Day following the date on which the ineffectiveness of the Offer has been communicated. The Shares will be returned to the respective holders, free of any charges or expenses.

A.3 KK Shareholders' Agreement

On the basis of publicly available information, on 7 July 2023, Banca Sistema and Fondazione Cassa di Risparmio di Alessandria, Fondazione Cassa di Risparmio di Cuneo and Fondazione Pisa (the "Foundations" and each, individually, the "Foundation") entered into a shareholders' agreement, effective as of the date of commencement of trading of KK shares on Euronext Growth Milan (i.e., 24 January 2024), to govern their respective rights and obligations relating to the transfer of KK shares. This agreement replaces any other previous understanding, arrangement, and agreement, whether oral or written, having a similar subject matter (the "KK Shareholders' Agreement"), as subsequently amended on 19 January 2024.

To the Offeror's knowledge, based on publicly available information (specifically, the admission document for the trading of KK shares on Euronext Growth Milan dated 24 January 2024), as of the Offer Document Date, the KK shares contributed to the KK Shareholders' Agreement by Banca Sistema and the Foundations, respectively, representing an aggregate amount of approximately 84.71% of KK's share capital, are set forth below.

Shareholder	Number of sharessyndicated under the KKShareholders' Agreement	% of KKshare capital
Banca Sistema	17,371,795	70.59%
Fondazione Pisa	1,338,744	5.44%
Fondazione Cassa di Risparmio di Cuneo	1,338,744	5.44%
Fondazione Cassa di Risparmio di Alessandria	796,871	3.24%
Total	20,846,154	84.71%

For the sake of completeness, it should also be noted that, based on publicly available information, as of the Offer Document Date, the Foundations collectively hold 2,325,239 KK shares that have not been contributed to the KK Shareholders' Agreement, representing approximately 9.45% of KK's share capital. For further information on the main shareholders of Kruso Kapial, see Section B, Paragraph B.2.3.1 of the Offer Document.

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Specifically, pursuant to the KK Shareholders' Agreement, Banca Sistema has, inter alia, granted the Foundations the option to purchase (the "Call Option"), in whole or in part, a portion of the syndicated shares held by Banca Sistema in KK in the event that a third party – other than those who already held a stake in Banca Sistema's share capital exceeding 5% as of the date of execution of the KK Shareholders' Agreement – should become the holder of a shareholding in Banca Sistema's share capital exceeding 33% (calculated in terms of voting rights, taking into account that Banca Sistema's articles of association provide for increased voting rights), whether directly or indirectly or through the entry into a shareholders' agreement which, in the aggregate, represents such a shareholding (the "Relevant Event").

Pursuant to the KK Shareholders' Agreement, upon the occurrence of a Relevant Event, each Foundation will be entitled to exercise the Call Option with respect to a number of syndicated KK shares owned by Banca Sistema determined in proportion to the Foundation's shareholding in KK in relation to the total shareholdings owned by the Foundations in KK.

The exercise price of each Call Option shall be equal to the product of: (a) the volumeweighted average price of KK shares recorded during the 6 (six) months preceding the date on which Banca Sistema notified the Foundations of the occurrence of the Relevant Event, or the date on which the Foundation otherwise became aware of the Relevant Event, less 10% of such weighted average price; and (b) the number of KK shares for which the Call Option is exercised.

Upon completion of the Offer, as the Offeror would become the holder of a shareholding in Banca Sistema's share capital exceeding 33%, a Relevant Event would occur; consequently, the Foundations would be entitled to exercise the Call Option.

A.4 Deferred Consideration and Possible Unavailability of KK Shares

As of the Offer Document Date, KK is controlled by Banca Sistema, which holds 17,371,795 KK shares, representing 70.59% of its share capital. Therefore, as of such date, the KK shares are not held by the Offeror.

Upon completion of the Offer and subject to its successful settlement, in view of, inter alia, the fulfilment of, or the waiver of, the Threshold Condition (without prejudice to the nonwaivable Minimum Threshold Condition), CF+ will acquire control of the Issuer pursuant to Article 93 of the Italian Consolidated Law on Finance and, consequently, will become the indirect holder of the 17,371,795 KK shares (1,702,435,910 shares following the split of KK shares) currently held by Banca Sistema, representing 70.59% of the share capital. For the purposes of paying the Deferred Consideration of the Offer, with respect to the total 17,371,795 KK shares held by Banca Sistema, it will be necessary to use only a maximum of 17,233,083 KK shares (1,688,842,134 shares following the split of KK shares).

For the purpose of proceeding with the payment of the Deferred Consideration to the shareholders accepting the Offer through the allocation of KK shares within the Deferred Consideration Payment Date (i.e., within 6 months of the Initial Consideration Payment Date), upon completion of the Offer and subject to its successful settlement:

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the corporate bodies of KK will adopt the resolutions required to proceed with a stock split of KK shares at a ratio of 1:98, and all necessary formalities in this regard will be completed;
once the 1:98 KK stock split has been completed and the total number of shares to be allocated to the shareholders accepting the Offer has been determined, based on a ratio of 21 KK shares for each Banca Sistema Share effectively tendered in the Offer, the Offeror, in order to obtain the KK shares to be allocated to the Tendering Shareholders as Deferred Consideration, intends to purchase from Banca Sistema the required number of shares to be allocated to the parties accepting the Offer for a consideration equal to their market value (i.e., the average over the last 3 months).

It is understood that:

(i) if it is not possible to allocate all or part of the KK shares, after splitting, by the Deferred Consideration Payment Date, to the Company's shareholders subscribing to the Offer, an amount of EUR 0.0199 in cash shall be paid - by the 10° (tenth) following business day (the "Cash Deferred Consideration Payment Date") - for each KK share, after the stock split, not allocated (and, therefore, in case none of the 21 KK shares may be allocated, after the stock split, the amount to be paid shall be EUR 0.418 for each Share tendered to the Offer, i.e. equal to the full Deferred Consideration); and
(ii) by way of derogation from point (i) above, only if (aa) it is not possible to allocate all or part of the KK shares due to the transfer by Banca Sistema of KK shares to third parties - also as performance of existing contractual commitments with reference to the KK Shareholders' Agreement (as better described in Section A, Paragraph A.3 of the Offer Document) - and (bb) such transfer is made at an average price per KK share more than 10% lower than EUR 1.95 (which represents the average price of KK shares (before the splitting) weighted by volumes in the 30 days prior to the Announcement Date), the Company's shareholders subscribing to the Offer will be paid an amount equal to: (average transfer price per KK share multiplied3 by 0.21434 ) in cash for each Banca Sistema Share tendered to the Offer by the Cash Deferred Consideration Payment Date. For the sake of clarity it should be noted that, if the case referred to in point (ii) above were to be invoked, the Deferred Consideration would therefore be paid in monetary form and would be less than EUR 0.418. By way of example, in the event that the sale by Banca Sistema of KK shares to third parties referred to in points (aa) and (bb) above is carried out at an average price per KK share of EUR 1.658 (15% lower than EUR 1.95), the shareholders of the Company accepting the Offer shall be entitled to receive, as Deferred Consideration, a cash amount equal to EUR 0.355 for each Banca Sistema

3 This shall be understood as the average price per KK share at which the sales of KK shares by Banca Sistema would be carried out, resulting in the Offeror's inability to use such KK shares for the purpose of paying the Deferred Consideration through the allocation of KK shares. In the event of unavailability due to the exercise of the Call Option by the Foundations, this average sale price would coincide with the exercise price of each Call Option.

4 This numerical factor of 0.2143 is equal to the ratio between the 17,233,083 KK shares held by Banca Sistema considered for the purposes of the Offer, and the 80,421,052 Banca Sistema shares. It should be noted that this numerical factor differs from the 0.2160 value reported in this Paragraph A.3 of the Offer Document solely due to the fact that the 0.2160 value is calculated taking into account all 17,371,795 KK shares held by Banca Sistema as of the Offer Document Date; conversely, the 0.2143 value is calculated based on the 17,233,083 KK shares held by Banca Sistema that are considered for the purposes of the Offer.

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Share tendered instead of EUR 0.418 and, therefore, the Consideration (including the Initial Consideration of EUR 1.382) would amount to a total of EUR 1.737 instead of EUR 1.80.

If it is not possible to allocate all or part of the KK shares, after the stock split, by the Deferred Consideration Payment Date, without prejudice to the Cash Deferred Consideration Payment Date, the amount, terms and methods of payment of the amount to be paid in cash will be indicated in a specific press release to be published by the Offeror.

Notwithstanding the foregoing, it should be noted that the Deferred Consideration in KK shares will be allocated to the Tendering Shareholders exclusively on the Deferred Consideration Payment Date and, therefore, following the closing of the Tender Period and the Initial Consideration Payment Date. It follows that, after completion of the Offer, the price of the KK shares may be subject to fluctuations as a result of which the market value of the KK shares on the Deferred Consideration Payment Date may be lower than the market value of such shares on the date of acceptance by the Tendering Shareholders.

For the sake of completeness, it should be noted that, as disclosed by Kruso Kapital in publicly available documentation, since the date of implementation of CRR III in Bank of Italy Circular 288/2015 (which, with reference to Kruso Kapital, is not known to the Offeror as of the Offer Document Date), the eligibility of gold, other than investment gold, as collateral for the purposes of credit risk mitigation in the determination of risk-weighted assets (RWA) of credit policies on pledges (with a consequent weighting of credits at 75%) will no longer be considered. For the sake of completeness, it should be noted that, in this regard, on 6 November 2025, Kruso Kapital announced that, in the event of the application of CRR III i.e., non-eligibility of collateral represented by gold, other than investment gold, and new methods for calculating operational risk - the Total Capital Ratio, equal to approximately 26.2% as of 30 September 30 2025, would be reduced to approximately 15.1%. It should also be noted that, to the best of the Offeror's knowledge, Kruso Kapital is subject to maintaining a Total Capital Ratio of at least 8% (corresponding to the regulatory minimum applicable to Kruso Kapital on the Offer Document Date).

As of the Offer Document Date, the Offeror is not aware of any impact on Banca Sistema resulting from the implementation of CRR III in Bank of Italy Circular 288/2015.

As of the Offer Document Date, it cannot be ruled out that Banca Sistema's annual SREP process may result in obligations and restrictions that could have a significant impact on the economic, equity, and financial situation of Kruso Kapital and the group headed by it (see the Banca Sistema press release issued on 13 January 2026, with reference to the communication received on that date from the Bank of Italy in relation to the completion of the Supervisory Review and Evaluation Process, attached to the Offer Document as Annex M.3).

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A.5 Approval of the Issuer's Financial Reports and Interim Reports

On 21 March 2025, the Board of Directors of the Issuer approved the draft financial statements and the consolidated financial statements for the financial year ending 31 December 2024. The Issuer's financial statements for the financial year ended 31 December 2024 were approved by the Issuer's shareholders' meeting on 30 April 2025. The financial report for the financial year ended 31 December 2024, including the consolidated financial statements and financial statements of the Issuer as at 31 December 2024, complete with the annexes required by law, has been made available to the public by the Issuer on its website, www.bancasistema.it.

On 1 August 2025, the Board of Directors of the Issuer approved the half-year financial report as at 30 June 2025, which has been made available to the public by the Issuer on its website, www.bancasistema.it.

Subsequently, on 7 November 2025, the Issuer's Board of Directors approved the Group's consolidated interim management report as at 30 September 2025.

Furthermore, it should be noted that, following the specific request by the Bank of Italy within the scope of the findings addressed to the Issuer by the aforementioned supervisory authority on 20 December 2024 as a result of the inspections conducted by the same during the period July-October 2024, the Board of Directors of Banca Sistema on 21 March 2025, as disclosed to the market, approved the update of Banca Sistema's Capital Plan, the results of which highlight the substantial confirmation of the profit and capital ratio targets outlined in the 2024-2026 business plan approved in May 2024, which also takes into account the planned synthetic (SRT) and traditional securitisation transactions, the ECHR rulings, and further management initiatives.

In this regard – for the sake of completeness – the following is reported from the Issuer's consolidated management report as at 31 December 2024.

"By notice dated 5 July 2024, the Bank of Italy subjected the Banca Sistema Group to inspections pursuant to Articles 54 and 68 of Legislative Decree no. 385/93 On 20 December 2024, the Bank received the report containing the formalisation of certain management and compliance findings relating, inter alia, to the rules and practices adopted by the Bank to mitigate the effects of the EBA guidelines on the application of the Definition of Default. In view of the above findings, Bank of Italy initiated a sanction procedure in respect of which the Bank submitted its counter-arguments within the time limits. Furthermore, the Bank of Italy requested the adoption of a series of initiatives necessary to remedy the deficiencies found in terms of governance, internal control systems, and implementation of regulatory provisions regarding non-performing loans, including through the preparation of an updated three-year capital plan. In particular, at the request of the Supervisory Authority, the Board of Directors has granted the two recently appointed independent Directors a specific mandate to oversee the implementation of the aforementioned initiatives. The Supervisory Authority has, therefore, ordered that the Banca Sistema Group, until the review by the Bank of Italy, also on the basis of the findings that will be provided by the Bank, shall refrain from resolving upon or implementing: i) the distribution of profits generated starting from the current 2024

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financial year or of other equity items; ii) the payment of the variable component of remuneration relating to the 2024 financial year and thereafter.

For the payment of coupons or dividends on additional Tier 1 capital instruments, the limits on the Maximum Distributable Amount provided for by current legislation on capital conservation measures shall be observed. The six-monthly coupon of the subordinated loan AT1 (ISIN IT0005450876) was duly paid on its due date of 28 December 2024 in compliance with the limits on the Maximum Distributable Amount provided for by current legislation on capital conservation measures. The supervisory ratios as at 31 December 2024 included in the tables of notes to the financial statements have been calculated in continuity with the previous quarters, i.e. using the internal policies still in force for the calculation of past-due exposures, since, in line with the provisions of the inspection report, the Board of Directors, in compliance with the Bank of Italy's request, resolved to reclassify as default the loans currently performing due to the mitigants that received negative feedback and, consequently, to recalculate the RWAs starting from the first quarter of 2025.

From the date of reclassification, calendar provisioning must be taken into account. As more fully described in the section "Significant events after the end of the period", an important contribution will come from the recent ruling of the European Court of Human Rights, which has held in a final and unappealable manner, according to the Court's own communication, that the Italian State must ensure through adequate measures the execution of pending domestic judicial decisions regarding payment obligations recognised (also) in final and long-standing judicial measures, obtained by the Bank for a principal amount of over EUR 61 million, plus default interest (estimated, as of 31 December 2024, at EUR 43.7 million), legal fees, and non-pecuniary damages.

It should be noted that around 95% of the Bank's past-due exposures portfolio relates to exposures to the Public Administration with limited exposure to credit risk. The Bank considers that the content of the inspection report referred to does not alter its risk profile. Rather, it believes that this constitutes an application-based interpretation of regulations designed for corporate and retail exposures to a context, namely, that of the public administration, which presents credit risk characteristics that are clearly not comparable to those of other counterparties."

Moreover, as reported in the consolidated interim management report of Banca Sistema as at 30 September 2025, on 12 September 2025 Banca Sistema was notified of the proposal concerning the outcome of the sanctioning procedure initiated by the Bank of Italy following the inspection carried out in 2024. The proposal, which will still have to be approved by the competent bodies of Bank of Italy, provides for the imposition on Banca Sistema of a sanction in the amount of EUR 310,000. Banca Sistema submitted, within the time limits provided for by the regulations governing the administrative sanctioning procedure of the Bank of Italy, its own further defence brief in relation to the proposed sanction formulated by the Authority.

On 14 November 2025, the Issuer published a press release announcing that it had reached an agreement with a Municipality - the final recipient of a ruling issued by the European Court of Human Rights (the "ECHR") and which had in the meantime exited from financial distress - aimed at the judicial collection, by the end of November, of a total amount of Euro 103

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million, of which (i) approximately Euro 61.7 million as principal, (ii) approximately Euro 40.6 million as interest, plus (iii) a residual portion as taxes. Taking into account the share of default interest already accounted for in the financial statements on an accrual basis, the additional default interest that will pass through the income statement will be EUR 33.7 million.

Banca Sistema also announced that it continues to pursue actions relating to credit exposures toward other national debtors who are the final recipients of other rulings issued by the ECHR or for which appeals have been filed before the ECHR, as previously disclosed. The Issuer has also announced that the payment of the above credit will generate an estimated positive impact of about 136bps on CET1 ratio and 136bps on Total Capital ratio on the basis of data published as at 30 September 2025.

On 19 November 2025, the Issuer, following the press release of 14 November 2025, announced that it had received on that date from the Municipality final recipient of a ruling issued by the ECHR and which had in the meantime exited from financial distress, the payment of EUR 103 million.

For further information on the Issuer and Banca Sistema Group's recent developments and prospects, see Section B, Paragraph B.2, of the Offer Document.

A.6 Information on the Offer's Financing

The Maximum Payout, calculated on the basis of the Consideration, in the event of full acceptance of the Offer by all the holders of the Shares will be EUR 144,757,894.

The Offeror intends to meet the Payment Consideration obligations through the use of its own financial resources. In any event, the Offeror benefits from the full capital support of the Funds managed by Elliott Investment Management L.P., as the reference shareholder, in support of the Company's growth and development plans following the completion of the Offer.

For further information, please refer to Section G, Paragraph G.1.1 of the Offer Document.

A.7 Performance Guarantee

On 15 January 2026, Unicredit S.p.A. (the "Performance Guarantee Bank") issued in favour of the Offeror the Performance Guarantee pursuant to Article 37-bis of the Issuers' Regulation.

By virtue of the Performance Guarantee, the Performance Guarantee Bank has irrevocably and unconditionally undertaken, in the event that the Offeror fails to fulfil its obligation to pay the Consideration, the commitment to make available to the Intermediary in Charge of Coordinating the Collection of Acceptances (upon the latter's simple written request) all sums due from the Offeror as Consideration for the Shares subject to the Offer tendered in the Offer (including during any possible Reopening of the Terms) up to a maximum amount equal to the Maximum Payout.

It should be noted that the Performance Guarantee issued by the Performance Guarantee Bank also covers any fulfilment of the Commitment to Squeeze-Out under Article 108,

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paragraph 1 of the Italian Consolidated Law on Finance, as well as any cash payment of the Deferred Consideration.

For further information, please refer to Section G, Paragraph G.1.2 of the Offer Document.

A.8 Related Parties of the Issuer

It should be noted that, to the best of the Offeror's knowledge, neither the Offeror, nor its relevant shareholders, nor the members of its management and control bodies, are related parties of the Issuer pursuant to the Regulation adopted by Consob with resolution no. 17221 of 12 March 2010, as subsequently amended (the "Related Parties Regulation").

As for the Persons Acting in Concert, they are to be considered related parties of the Issuer pursuant to the Related Parties Regulation: (i) Gianluca Garbi, as Chief Executive Officer and General Manager of the Issuer, as well as holder of a shareholding in the share capital of Banca Sistema, also through SGBS and Garbifin, equal in total to about 24.86% of the share capital of the Issuer, corresponding to 24.27% of the relative voting rights; and (ii) SGBS and Garbifin as companies directly and indirectly controlled by Gianluca Garbi.

In this regard, it should be noted that, in the context of the Tender Commitment, as a consequence of Gianluca Garbi's termination from the office of Director and Chief Executive Officer of Banca Sistema upon completion of the Offer, as well as the consensual termination of his relationship as General Manager with Banca Sistema, in compliance with the provisions of the law and regulations in force, as well as in compliance with the remuneration policy of Banca Sistema in force at the relative termination date, CF+ has undertaken, to the extent of its power and without prejudice in any case to the suspension of the payment of the variable part of the remuneration ordered by the Bank of Italy:

(i) to cause Banca Sistema to pay to Gianluca Garbi:
- a. EUR 1,100,000 as severance (to be understood as the conventional amount related to the early cessation in lieu of the amount provided by the shareholders' meeting of 30 April 2021, as subsequently confirmed by the shareholders' meeting of 24 April 2024, in case of early cessation of the Board of Directors);
- b. the entire bonus for the financial year 2024, to the extent determined by the Board of Directors of the Issuer in application of the rules provided for in the existing agreements and the remuneration policy;
- c. the entire Retention Bonus provided by the supplementary long-term plan agreement, net of any sums already paid as consideration for the noncompetition agreement;
- d. EUR 115,880 as deferred payment of the bonuses accrued in relation to the financial year 2023 (assuming that the variable components of the deferred bonuses of 2021 and 2022 have already been paid).

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(ii) to cause Banca Sistema to pay to Gianluca Garbi an amount equal to EUR 500,000 per year, for a total of EUR 1,000,000, as consideration for the non-competition agreement of a duration of 24 months that Banca Sistema will enter into with Gianluca Garbi;
(iii) to cause Banca Sistema to execute a consultancy agreement with Gianluca Garbi, concerning the performance of strategic, technical and relational support activities, aimed at the recovery by Banca Sistema of the receivables held by the latter vis-à-vis the public administration, for a duration of 24 months, with a fixed base remuneration equal to EUR 100,000 in addition to a variable remuneration determined according to the amount of the receivables recovered. It being understood that the fixed and variable remuneration may not in any case jointly exceed the overall maximum limit (cap) of EUR 2,000,000.

Finally, for the sake of completeness, it should be noted that, based on publicly available information, subject to the occurrence of the change of control event following the completion of the Offer, the Banca Sistema Group would be required to recognise in the income statement an estimated total non-recurring amount of approximately EUR 9.3 million. This amount would be attributable to retention agreements entered into with a portion of personnel, currently recognised in Banca Sistema's financial statements on an accrual basis, and to compensation due to the Board of Directors in the event of early termination of office pursuant to the resolutions adopted in the past by the shareholders' meetings.

A.9 Reasons for the Offer and the Offeror's Future Plans in relation to the Issuer Reasons for the Offer

In this context, aggregation transactions allow specialised players to bolster their capital strength, and increase profitability and efficiency in the medium to long term.

It is in this perspective that the Offeror has an interest in promoting the Offer, in order to (i) consolidate its competitive position, maximising economies of scale achievable through dimensional growth, and (ii) reduce business risk, through the greater diversification of the mix of products and customers, also through the contribution of skills, relations with the customers and the products offered by the Issuer.

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The Offer in question represents a market transaction aimed at all shareholders of the Issuer, which as a result of the acceptance to the same – given the price structure proposed to the Tendering Shareholders – will simultaneously have the opportunity to:

immediately realise the value of the investment made over time in the Issuer, reducing the potential risks associated with the achievement of medium-to-long-term strategic objectives, upon payment of the Initial Consideration;
maintain their investment in the pawn credit business, ensuring continuity in the pursuit of the industrial and financial objectives outlined at the time, depending on the payment of the Deferred Consideration.

Industrial and commercial matters

Although, as of the Offer Document Date, no formal decisions have been made by the Offeror's competent corporate bodies, with a view to accelerating the integration process and value creation, the Offeror intends to proceed with the Merger of the Offeror into the Issuer as soon as possible following the completion of the Offer. The objective of the Merger is to:

ensure more effective strategic coordination and efficiency in governance;
avoid duplication of organisational and technological structures necessary for the management of separate legal entities while maximising operational efficiency;
increase with new resources the already solid capital position of the intermediary.

With reference to this latter aspect, the Offeror notes, in fact, that — following a specific request by the Bank of Italy within the scope of the findings addressed to the Issuer by the aforementioned supervisory authority on 20 December 2024 as a result of the inspections conducted by the same during the period July-October 2024 (for further information on which, reference is made to Paragraph A.5 of the Offer Document) — the Board of Directors of Banca Sistema on 21 March 2025, as disclosed to the market, approved the update of Banca Sistema's Capital Plan, the results of which highlight the substantial confirmation of the profit and capital ratio targets outlined in the 2024-2026 business plan approved in May 2024, which also takes into account the planned synthetic (SRT) and traditional securitisation transactions, the ECHR rulings, and further management initiatives.

The integration of the Offeror and the Issuer will allow to:

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strengthen the competitive positioning of the entity resulting from the integration through increased size and the achievement of a scale that allows for cost synergies and the optimisation of development investments;
diversify revenue composition through complementary business segment compared to the current structure and offering high strategic value products;
strengthen relations with corporate customers following the development of a comprehensive credit delivery platform for short- and medium- to long-term products, enabling the capture of a larger share of the customer lending needs;
rationalise the funding structure in terms of composition and cost, with a resulting stabilisation of funding and optimisation of asset yields to support expansion, also leveraging the capital markets as a facilitator for procurement;
develop a greater capacity to attract new talent with specific professional skills to support business development.

For further information on the reasons of the Offer and the future plans of the Offeror for the Issuer, please refer to Section G, Paragraph G.2, of the Offer Document.

A.10 Transactions as a result of the Offer

A.10.1 Merger

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It should be noted that, as indicated in Paragraph A.2 of this Section A of the Offer Document, the effectiveness of the Offer is subject, among other things, to the Threshold Condition, namely the condition that, upon completion of the Offer, the Offeror holds a shareholding at least equal to 66.67% of the Issuer's share capital in terms of voting rights: this will allow the Offeror to hold an absolute majority in the extraordinary shareholders' meeting of Banca Sistema and, therefore, to proceed, subject to approval by the competent corporate bodies and the necessary authorisations from the competent authorities, with the commencement of the activities aimed at the Merger.

As of the Offer Document Date, the Offeror has not yet made any decision regarding the potential Merger, nor its methods of execution, although the Merger remains an objective of the Offer in line with the rationale thereof.

It should also be noted that, should the Offeror waive the Threshold Condition and agree to acquire a percentage lower than that threshold, without prejudice to the non-waivable Minimum Threshold Condition, thus finding itself holding a total shareholding in the Issuer at least equal to 50% plus 1 (one) share of Banca Sistema, the approval of the Merger may still be proposed to the shareholders' meeting.

In such event, the Offeror would hold a shareholding in the Issuer's share capital which, taking into account the evolution of the Issuer's shareholding structure as of such date, including in terms of the number of shareholders holding significant stakes, could allow it to cast a sufficient number of votes for the purposes of approving the Merger (without prejudice to the requirement to reach the approval threshold of two-thirds of the voting rights represented at the meeting).

Furthermore, with reference to the withdrawal rights provided for by Article 2437 of the Italian Civil Code (without prejudice to the fact that, as of the Offer Document Date, the Offeror has not made any decision regarding the potential Merger, nor its methods of execution), it should be noted that the Offeror expects the Merger to be implemented in such a way as not to trigger any withdrawal rights under Article 2437 of the Italian Civil Code for those Issuer's shareholders who did not accept the Offer and did not approve the resolution approving the Merger.

For further information provided to Banca Sistema shareholders in relation to possible alternative scenarios on whether or not to subscribe to the Offer, please refer to Paragraph A.16 below of this Section A of the Offer Document.

A.10.2 Other possible extraordinary transactions

As of the Offer Document Date, no decisions have been made by the Offeror's competent bodies regarding any further extraordinary transactions and/or corporate reorganisations concerning the Issuer.

In the event of the completion of the Offer, the Offeror does not rule out evaluating, at its own discretion, the opportunity to carry out in the future - in addition to the Merger transaction described in Paragraph A.9.1 above - any further extraordinary transactions and/or corporate and business reorganisations, in line with the objectives and rationale of

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the transaction, which may be deemed appropriate also for the purpose of ensuring the integration of the activities of the Offeror and the Issuer, while balancing the interests of all stakeholders involved.

Although the effects of any such further extraordinary transactions for the Issuer's shareholders can only be assessed, on a case-by-case basis, following the adoption of the corresponding resolutions, it should be noted that if, for example, a capital increase is resolved upon, this could have dilution effects on the Issuer's shareholders.

For further information, please refer to Section G, Paragraph G.2 of the Offer Document.

A.11 Notices and Authorisations to make the Offer

Prior to the Offer Document Date, the Offeror obtained the Prior Authorisations and, specifically, the authorisation from: (i) the European Central Bank for the direct and indirect acquisition of a controlling interest in the Issuer, pursuant to Articles 22 et seq. of Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013, as well as Articles 19 and 22 of the Italian Consolidated Law on Banking, obtained on 12 January 2026; (ii) the Bank of Italy for the indirect acquisition of a controlling interest in KK, pursuant to Articles 19 and 22 of the Italian Consolidated Law on Banking, as referred to in Article 110 of the Italian Consolidated Law on Banking, obtained on 13 January 2026; (iii) the Bank of Italy for the acquisition by the Offeror of direct and indirect shareholdings which, in the aggregate, exceed 10% of the consolidated own funds of the Offeror's banking group, pursuant to Articles 53 and 67 of the Italian Consolidated Law on Banking, as implemented in Part Three, Chapter I, Section V, of the Bank of Italy Circular No. 285 of 17 December 2013, obtained on 13 January 2026; (iv) the Bank of Italy pursuant to Article 56 of the Italian Consolidated Law on Banking and Title III, Chapter 1, Sections II and III, of the Bank of Italy Circular No. 229 of 21 April 1999 for the amendments to the articles of association related to the capital increase aimed at maintaining regulatory capital requirements, as well as pursuant to Articles 26 and 28 of Regulation (EU) 575/2013 to include the newly issued shares among Common Equity Tier 1 instruments, obtained on 13 January 2026.

Regarding the authorisations issued by the Bank of Italy, the Supervisory Authority has required the Offeror to implement a series of requirements and activities in the event of a successful Offer and following the entry of Banca Sistema into the Banca CF+ banking group. These include, by way of example: the preparation of a comprehensive action plan for the integration of Banca Sistema; an internal audit review to verify the effectiveness of the group's organisational structures post-merger; a plan to diversify funding sources by reducing

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reliance on foreign online platforms; and the systematic monitoring of the evolution of economic and financial figures.

A.12 Reopening of the Terms of the Offer

Within the Trading Day following the Payment Date, the Tender Period will be reopened for 5 (five) Trading Days starting from the Trading Day following the Payment Date and, therefore, for the sessions of 9, 10, 11, 12 and 13 March 2026, unless the Tender Period is extended, upon the occurrence of the circumstances set forth in Article 40-bis, paragraph 1, letter a), of the Issuers' Regulation - specifically, in the event that the Threshold Condition is fulfilled or waived (the "Reopening of the Terms").

However, under Article 40-bis, paragraph 3 of the Issuers' Regulation, the Reopening of the Terms, if any, will not take place if:

(i) at least 5 (five) Trading Days prior to the closing of the Tender Period, the Offeror discloses to the market the fulfilment of the Threshold Condition or the waiver thereof;
(ii) at the end of the Tender Period, the Offeror holds a shareholding such as to trigger the Commitment to Squeeze-Out under Article 108, paragraph 1, of the Italian Consolidated Law on Finance (i.e., more than 95% of the Issuer's share capital);
(iii) the Shares are subject to one or more competing offers.

In the event of any Reopening of the Terms, the Consideration shall remain unchanged.

A.13 Representation of the Offeror concerning the Commitment to Squeeze-Out under Article 108, paragraph 1, of the Italian Consolidated Law on Finance and the Commitment to Squeeze-Out under Article 108, paragraph 2, of the Italian Consolidated Law on Finance, and the right to restore the free float under Article 108 of the Italian Consolidated Law on Finance

The Offer is not aimed at the Delisting of the Issuer's Shares.

As a consequence of the above, should the Offeror - also considering the shareholdings held by the Persons Acting in Concert - come to hold, following the Offer, a stake exceeding 90% of the Issuer's share capital but less than 95% of the Issuer's share capital - also taking into account the Treasury Shares held by the Issuer, including indirectly - (the "Commitment to Squeeze-Out under Article 108, paragraph 2, of the Italian Consolidated Law on Finance"), the Offeror hereby declares its intention to restore, within 90 days, a free float sufficient to ensure the regular course of trading.

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41, paragraph 6, of the Issuers' Regulation (the "Notice of the Offer Final Results") or in the notice of the offer final results following the Reopening of the Terms, which will be published by the Offeror pursuant to Article 41, paragraph 6, of the Issuers' Regulation (the "Notice of the Offer Final Results following the Reopening of the Terms"), whether the requirements for the Commitment to Squeeze-Out have been met.

The restoration of the free float may be carried out in such manner as deemed most appropriate in light of market requirements. By way of example, such methods may include, inter alia, the reallocation of the Shares through a public offering, a private placement or an accelerated book building (ABB), or a capital increase with the partial or total exclusion of pre-emption rights. The specific procedures for the restoration of the free float, also taking into account the results of the Offer, will be communicated to the market as soon as they are determined by the Offeror and, in any case, within the 90 (ninety) days provided for under Article 108, paragraph 2, of the Italian Consolidated Law on Finance.

In the event that, as a result of the Offer, the Offeror comes to hold – as an effect of the tenders to the Offer and/or any purchases made by the Offeror and/or the Persons Acting in Concert outside the Offer itself pursuant to applicable law – an aggregate shareholding at least equal to 95% of the Issuer's share capital as of the closing date of the Tender Period, as potentially reopened following the Reopening of the Terms, the Offeror hereby declares that it will fulfil the obligation to purchase the remaining outstanding Shares, pursuant to Article 108, paragraph 1, of the Italian Consolidated Law on Finance (the "Commitment to Squeeze-Out under Article 108, paragraph 1, of the Italian Consolidated Law on Finance") towards the shareholders who so request. Furthermore, the Offeror declares that it will not exercise the right to purchase the remaining outstanding Shares, pursuant to Article 111 of the Italian Consolidated Law on Finance. It is also understood that, in such event, the Offeror shall in any case proceed to restore a free float sufficient to ensure the regular course of trading.

In any case, under each of the scenarios described above, the Offeror shall propose that the Issuer's extraordinary shareholders' meeting approve the Merger.

It should also be noted that – if, following the Offer (including any extension of the Tender Period in accordance with applicable law and any Reopening of the Terms), the remaining free float of the Shares is greater than 10% but less than 20% of the Issuer's share capital, and is not deemed suitable to meet the sufficient free float requirements set by the Stock Exchange Regulations for the Issuer to remain on the Euronext STAR Milan segment – Borsa Italiana may order the transfer of the Issuer from the Euronext STAR Milan segment to the Euronext Milan market.

In the event of loss of STAR status, the Shares could have a lower degree of liquidity compared to that recorded on the Offer Document Date.

For further information, please refer to Section G, Paragraph G.3 of the Offer Document.

A.14 Articles of association provisions on the passivity rule and neutralisation rule, as well as on the possible application of the reciprocity clause under Article 104-ter of the Italian Consolidated Law on Finance

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The Articles of Association of Banca Sistema do not contain any provisions departing from the provisions on the passivity rule laid down by article 104, paragraphs 1 and 2, of the Italian Consolidated Law on Finance nor do they envisage the application of the neutralisation rules laid down in article 104-bis, paragraphs 2 and 3 of the Italian Consolidated Law on Finance.

A.15 Application of Article 39-bis (Independent Directors' Opinion) of the Issuers' Regulations

The Offer is subject to the provisions requiring the preparation of the opinion by the Issuer's independent directors who are not related parties of the Offeror, pursuant to Article 39-bis of the Issuers' Regulation.

Therefore, pursuant to Article 39-bis of the Issuers' Regulation, prior to the approval of the Issuer's notice, the Issuer's independent directors – who are not related parties of the Offeror pursuant to the Related Parties Regulation – are required to prepare the Independent Directors' Opinion, containing their assessments of the Offer and the fairness of the Consideration. The Independent Directors' Opinion constitutes an annex to the Issuer's Notice.

A.16 Potential Conflict of Interests among Parties involved in the Offer

With reference to the relationships between the parties involved in the Offer, please note the following:

(i) the Offeror and its subsidiaries, in the ordinary course of their business, have provided, currently provide, or may provide in the future or on an ongoing basis, lending, advisory, investment banking, corporate finance, and/or investment services to the parties directly or indirectly involved in the transaction and/or to their respective shareholders and/or subsidiaries and/or other companies operating in the same sector; furthermore, they may at any time trade on behalf of customers in equity or debt instruments of the Issuer or other entities involved in the Offer, or of their parent companies, subsidiaries or affiliates;
(ii) Within the context of the Offer, Unicredit S.p.A. ("Unicredit") (a) is acting as financial advisor to the Offeror in connection with the Offer, and (b) is acting as the Performance Guarantee Bank; therefore, it will receive fees in relation to the services provided in connection with the Offer. UniCredit, as well as its parent companies, subsidiaries or affiliates, may have provided, currently provide, or may in the future provide, in the ordinary course of their business, financial or investment advisory services or financial services to, or maintain investment banking or fiduciary relationships with, or may at any time hold long or short positions and, where permitted by applicable law, trade or otherwise execute transactions, for their own account or for the account of customers, in instruments of the Offeror, the Issuer or other parties directly or indirectly involved in the Offer, or of their parent companies, subsidiaries or affiliates;
(iii) UniCredit Bank GmbH, Milan branch, shall act as Intermediary in Charge of Coordinating the Collection of Acceptances and will receive a fee in relation to said role;

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(iv) Gianluca Garbi, as of the Offer Document Date, is the Chief Executive Officer of the Issuer and the Chairperson of the Board of Directors of KK and holds, directly and indirectly through SGBS and Garbifin, 19,995,371 Shares, representing 24.86% of Banca Sistema's share capital, corresponding to 24.27% of the relevant voting rights. Gianluca Garbi, SGBS and Garbifin are also considered Persons Acting in Concert with the Offeror pursuant to Article 101-bis, paragraph 4-bis, letter a) of the Italian Consolidated Law on Finance in the context of the Offer. To the Offeror's knowledge, based on publicly available information as of the Offer Document Date, GG does not hold, directly or indirectly through SGBS and Garbifin, any KK shares;
(v) Tiber 2, EIHC, Elliott International, L.P. and Elliott International Limited, in their capacity as companies that directly and indirectly control the Offeror, they are considered Persons Acting in Concert with the Offeror, within the meaning of Article 101-bis, paragraph 4-bis, lett. b), of the Italian Consolidated Law on Finance within the context of the Offer;
(vi) Intermonte SIM S.p.A. ("Intermonte") acts, in the context of the Offer, as financial advisor to the Offeror in coordination with Unicredit and will receive fees and commissions as consideration for the services provided in relation to the role assumed. Intermonte, as well as its parent companies, subsidiaries or affiliates, may have provided, or may provide, in the ordinary course of their business, advisory, investment banking and/or investment services, as well as additional services, in favour of the Offeror, the Issuer, the Persons Acting in Concert and/or parent companies, subsidiaries or affiliates to the same or their respective shareholders. In the ordinary course of its business, Intermonte may perform brokerage activities with respect to financial instruments issued by the Issuer and/or Kruso Kapital and/or persons directly or indirectly involved in the Offer, and may also hold positions, for its own account and/or on behalf of its customers, in such financial instruments. In this regard, it should be noted that Intermonte also acts as specialist and liquidity provider for the Issuer's Shares listed on Euronext STAR Milan. Furthermore, it should be noted that, in line with its equity research policies, the recommendation on the Issuer's stock by Intermonte's Research Department is "restricted" until the end of the Offer.

A.17 Possible Alternative Scenarios for the Shareholder Recipients of the Offer

For the sake of clarity, the possible scenarios for the Issuer's existing shareholders in the event of acceptance, or rejection, of the Offer are set out below.

A.17.1 Scenarios in the event that the Offer is completed

A.17.1.1 Acceptance of the Offer

Shares may be tendered to the Offer during the Tender Period. In the event of acceptance of the Offer, the Issuer's shareholders will receive, for each Share held and tendered to the Offer, the Consideration consisting of the Initial Consideration and the Deferred Consideration.

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It should be noted, for the sake of completeness, that, in the event of completion of the Offer, as a result of the payment of the Deferred Consideration through the allocation of KK shares, the Tendering Shareholders will become shareholders of KK.

As also indicated in Section A, Paragraph A.11 of the Offer Document, upon the occurrence of the circumstances pursuant to Article 40-bis, paragraph 1, letter a) of the Issuers' Regulation, the Reopening of the Terms shall take place. Also in such case, the Offeror will grant to each tendering shareholder during the Reopening of the Terms the Consideration consisting of the Initial Consideration and the Deferred Consideration.

However, under Article 40-bis, paragraph 3 of the Issuers' Regulation, the Reopening of the Terms, if any, will not take place if:

(i) at least 5 (five) Trading Days prior to the closing of the Tender Period, the Offeror discloses to the market the fulfilment of the Threshold Condition or the waiver thereof;
(ii) at the end of the Tender Period, the Offeror holds a shareholding such as to trigger the Commitment to Squeeze-Out under Article 108, paragraph 1, of the Italian Consolidated Law on Finance (i.e., more than 95% of the Issuer's share capital);
(iii) the Shares are subject to one or more competing offers.

A summary table of the main events resulting from the acceptance of the Offer is provided below.

	Offer Initial Consideration Payment Date /Mandatory Offer payment date	Deferred Consideration Payment Date (within 6 monthsfrom the Initial Consideration Payment Date) /Mandatory Offer payment date
		Should the KK Shares be listed on Euronext Milan, 21KK Shares (following the stock split) traded on EuronextMilan shall be allocated for each Share tendered in theOffer.
Payment of EUR 1.382 for each ShareOffertendered in the Offer	Should the KK Shares not be listed on Euronext Milan,21 KK Shares (following the stock split) traded onEuronext Growth Milan shall be allocated for each Sharetendered in the Offer.
	Should it not be possible to allocate, in whole or in part,the KK Shares (following the stock split), a cash amountof EUR 0.0199 shall be paid for each Share tendered inthe Offer for each KK Share (following the stock split)not allocated (and, therefore, in the event that none ofthe 21 KK Shares, following the stock split, can beallocated, the amount to be paid in cash shall be equalto EUR 0.418 for each Share tendered in the Offer,representing the entire Deferred Consideration).
		By way of derogation from the above, exclusively in theevent that (aa) it is not possible to allocate, in whole orin part, the KK Shares due to the sale by Banca Sistemaof KK Shares to third parties –including in the

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performance of existing contractual commitments under the Shareholders' Agreement in the event of the exercise of the Call Option by the Foundations – and (bb) such sale is carried out at an average price per KK Share more than 10% lower than EUR 1.95 (representing the volume-weighted average price of KK Shares (presplit) in the 30 days prior to the Announcement Date), the shareholders of the Company accepting the Offer shall be entitled to an amount equal to: (average sale price per KK Share multiplied by 0.2143) in cash for each Banca Sistema Share tendered by the Cash Deferred Consideration Payment Date. For the sake of clarity, it is noted that should the circumstances described in this paragraph occur, the Deferred Consideration would therefore be paid in cash and would be lower than EUR 0.418. By way of example, in the event that the sale of KK Shares by Banca Sistema to third parties, as referred to in points (aa) and (bb) above, is carried out at an average price per KK Share of EUR 1.658 (15% lower than EUR 1.95), the shareholders of the Company accepting the Offer shall receive, as Deferred Consideration, a cash amount of EUR 0.355 for each Banca Sistema Share tendered, instead of EUR 0.418. Consequently, the Consideration (including the Initial Consideration in cash of EUR 1.382) would total EUR 1.737 instead of EUR 1.80. Therefore, should it not be possible to allocate part of the KK Shares in accordance with points (i) and (ii) above, the Offeror shall proceed to pay the Deferred Consideration (a) partly in cash, with respect to the KK Shares that cannot be allocated, and (b) partly by allocating KK Shares in proportion to the total number of KK Shares to which Banca Sistema would be entitled, taking into account the level of acceptances received. Mandatory Offer Payment of EUR 1.382 for each Share tendered in the Mandatory Offer Should the KK Shares be listed on Euronext Milan, 21 KK Shares (following the stock split) shall be allocated for each Share tendered in the Mandatory Offer. Should the KK Shares not be listed on Euronext Milan, 21 KK Shares (following the stock split) traded on Euronext Growth Milan shall be allocated for each Share tendered in the Mandatory Offer, unless the accepting shareholder has elected to receive a cash alternative (in which case, EUR 0.418 shall be paid for each Share tendered). Should it not be possible to allocate, in whole or in part, the KK Shares (following the stock split), the additional component of the Mandatory Offer consideration shall be equal to the Deferred Consideration actually paid in the context of the Offer. Therefore, such component

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A.17.1.2 Non-acceptance of the Offer

In the event of failure to accept to the Offer during the Tender Period, as possibly extended and/or reopened following the Reopening of the Terms, the Issuer's shareholders would be faced with one of the possible scenarios described below.

Achievement of a shareholding equal to or less than 90% of the Issuer's ordinary shares

If, as a result of the Offer, the Offeror comes to hold a total shareholding equal to or less than 90% of the Shares, the shareholders who will not accept the Offer will remain shareholders of the Issuer and will therefore participate in the Issuer's future plans described in Section G, Paragraph G.2, of the Offer Document.

Achievement of a shareholding greater than 90% but less than 95% of the Issuer's ordinary shares

Should the Offeror - also considering the shareholdings held by the Persons Acting in Concert - come to hold, following the Offer, through tenders and/or any purchases made outside the Offer by the Offeror and/or the Persons Acting in Concert, pursuant to applicable law, a shareholding exceeding 90% of the Issuer's share capital but less than 95% of the Issuer's share capital - also taking into account the Treasury Shares held by the Issuer, including indirectly - the Offeror hereby declares its intention to restore, within 90 days, a free float sufficient to ensure the regular course of trading. In such circumstance, the Commitment to Squeeze-Out pursuant to Article 108, paragraph 2, of the Italian Consolidated Law on Finance shall not arise and, therefore, the shareholders who do not tender their shares to the Offer will remain shareholders of the Issuer and will participate in the Issuer's future plans described in Section G, Paragraph G.2, of the Offer Document.

Achievement of a shareholding of at least 95% of the Issuer's ordinary shares

In the event that, as a result of the Offer, due to the tenders to the Offer and/or any purchases made outside the Offer itself by the Offeror and/or the Persons Acting in Concert pursuant to applicable law, the Offeror comes to hold an aggregate shareholding at least equal to 95% of the Issuer's ordinary shares, the Offeror shall fulfil the Commitment to Squeeze-Out under Article 108, paragraph 1 of the Italian Consolidated Law on Finance.

However, since the Offer is not aimed at the delisting of the Issuer's ordinary shares, the Offeror will, in any case, proceed to restore a free float sufficient to ensure the orderly course of trading; therefore, the shareholders who do not tender their shares to the Offer will remain

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shareholders of the Issuer and will participate in the Issuer's future plans described in Section G, Paragraph G.2, of the Offer Document.

A.17.1.3 Mandatory Offer

Should the Offer become effective, CF+ shall be required to launch a Mandatory Offer on the Initial Consideration Payment Date. For further information in this respect, please refer to Section A, Paragraph A.1 of the Offer Document.

A.17.2 Scenarios in the event that the Offer is not completed

In the event of notification by the Offeror of its decision to invoke the failure to fulfil in full one or more of the Conditions of Effectiveness, without such Condition(s) Precedent being waived by the Offeror, the Offer will not be completed and will be deemed to have ceased without charge to the Offeror.

In such case, the Shares subject to the Offer tendered in the Offer will be returned, through the Depositary Intermediaries, to the availability of the respective Tendering Shareholders, without any charges or expenses being debited to them, by the first Trading Day following the Offeror's press release announcing for the first time the non-fulfilment of the Conditions of Effectiveness and the non-waiver by the Offeror of all or some of the same, as specified in Section F, Paragraph F.9, of the Offer Document.

A.18 Issuer's Notice

The Issuer's Board of Directors is required to release and transmit to Consob, by the Trading Day prior to the first day of the Tender Period (i.e., by 23 January 2026), the Issuer's notice, pursuant to the combined provisions of Article 103, paragraphs 3 and 3-bis, of the Italian Consolidated Law on Finance and Article 39 of the Issuers' Regulation. This Notice shall contain all information necessary for an assessment of the Offer, the Board's own evaluation of the Offer, and an assessment of the effects that a successful Offer would have on the company's interests, as well as on employment and the location of production sites. The Issuer's Notice will be accompanied by the Independent Directors' Opinion.

A.19 Critical Issues related to the National and International Macroeconomic Environment

As of the Offer Document Date, the European and international geopolitical landscape is heavily influenced, primarily, by the conflicts in the Middle East and the crisis in Ukraine. The resulting geopolitical crises lead to regional political and economic instability with global consequences, affecting financial markets, commodity prices and international trade relations. Given the significant degree of unpredictability surrounding both the recent geopolitical developments in the Middle East and the ongoing crisis in Ukraine, it should be noted that adverse consequences could arise for the Offer and/or for the financial position, results of operations, and business of the Issuer or the Offeror, and their respective subsidiaries and/or affiliates. Furthermore, partly in connection with the above, additional geopolitical and international trade policy circumstances are noted that could impact this Offer and the financial position, results of operations, and business of the Issuer or the Offeror and their respective subsidiaries and/or affiliates, such as: the latent tensions between the United States of America and the People's Republic of China and the friction over

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trade tariffs between the United States of America, the European Union, and the People's Republic of China.

Without prejudice to the above, the Offeror considers, in view of the objectives of the Offer, that the reasons for the Offer are not directly influenced by the current geopolitical context. However, in light of the uncertainties regarding the evolution of the aforementioned trade tariff frictions, the above conflicts, and a possible escalation of political-military tensions, as well as the potential financial crisis and/or economic recession that may result therefrom, as of the Offer Document Date, it is not possible to predict whether the occurrence of such events may affect (i) the Offer; and/or (ii) the financial position, results of operations, and business of the Offeror and/or the Issuer.

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B. PARTIES INVOLVED IN THE TRANSACTION

B.RMATION ON THE OFFEROR

B.1.1 Name, Legal Form and Registered Office

The corporate name of the Offeror is Banca CF+ Credito Fondiario S.p.A., in short also Banca CF+ S.p.A..

The Offeror is a joint-stock company under Italian law, with registered office at Corso Europa no. 15, 20122 Milan, registration number with the Milan Monza Brianza Lodi Companies Register and tax identification code 395320583, VAT No. 16340351002.

Moreover, the Offeror is registered with the Bank of Italy's Banks Register - and, as parent company on the "Banca CF+ Group" banking group ("CF+ Group" or "Banca CF+ Group"), with the Banking Groups Register - under No. 10312.7, and member of the Interbank Deposit Protection Fund and the National Guarantee Fund.

B.1.2 Incorporation and Duration

The Offeror was incorporated on 28 April 1898 with a deed drawn up by Mr Stefano Allocchio, Notary in Milan.

According to article 3 of the Offeror's Articles of Association, the Offeror's term is until 31 December 2060.

B.1.3 Applicable Legislation and Jurisdiction

The Offeror is a company incorporated under Italian law and operates under Italian law.

The articles of association of the Offeror do not provide, with reference to disputes to which the Offeror is a party, for provisions derogating from the ordinary jurisdiction. Therefore, for the determination of the competent court to settle disputes between shareholders, or between shareholders and the Offeror, as well as for any matter not expressly provided for in the articles of association, reference shall be made to the applicable legal provisions in force from time to time.

B.1.4 Share Capital

As at the Offer Document Date, the Offeror's share capital amounted to EUR 39,213,278.00 divided into 39,213,278 ordinary shares.

The Offeror's shares are not listed on any regulated market.

B.1.5 Corporate Purpose

In accordance with Article 1 of the Offeror's Articles of Association as at the Offer Document Date, the Offeror's corporate purpose is as follows:

a) "the collection of savings and the granting of credit, both in Italy and abroad, in all permitted forms and, inter alia, in the form of: (i) so-called senior financing to corporations in financial distress with potential to return to performing status; (ii) financing for development or turnaround projects in the residential and commercial real estate sectors in Italy, including interventions in turnaround/re-performing

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transactions of so-called single names; (iii) investment in tax credits (VAT, IRES, etc.) purchased from insolvency proceedings, distressed companies, or enterprises in a sound financial and equity position; (iv) factoring;
b) the performance, in compliance with applicable laws and regulations, of securities brokerage activities in their broadest sense, as well as all other permitted banking and financial transactions and services;
c) the performance of appraisal activities, the provision of administrative services (servicing), as well as the management, liquidation, and collection of receivables; furthermore, the provision of consultancy, structuring, and negotiation services in relation to the management, disposal, restructuring, or financing of receivables, with the option to purchase receivables on its own account, both on a recourse and nonrecourse basis; the provision of advisory services to enterprises regarding capital structure, restructuring, industrial strategy and related matters, as well as advisory and services concerning mergers and the acquisition or sale of businesses;
d) the performance of all activities related to credit securitisation transactions pursuant to Law 130/99, or in accordance with the legislation applicable from time to time;
e) the purchase and sale whether directly or through the acquisition and sale of shares, quotas, interests, businesses, and/or business units of the entities holding them - of real estate assets of any kind or use, for the purpose of their subsequent disposal through the structuring and execution of financial and corporate transactions of any type, including with the use of special purpose vehicles, both for its own account or on behalf of third parties, within the limits permitted by applicable laws and regulations.

The Company, in its capacity as parent company of the banking group "Banca CF+ Group" (the "Group"), in accordance with the legislation in force at the time, including article 61, fourth paragraph, Legislative Decree no. 385 of 1 September 1993, issues, in the exercise of the management and coordination activity, instructions to the members of the group for the execution of the instructions given by the Supervisory Authorities in the interest of the stability of the Group.

The Company may perform, in compliance with and within the limits of applicable law, all activities and transactions that are instrumental or useful for the achievement of its corporate purpose, including activities and/or transactions involving securities, real estate, finance, investments, and services, as well as the acquisition of equity interests in companies and/or entities, whether existing or to be incorporated, in Italy and/or abroad.

The Company may hold controlling interests in companies belonging to a banking group, as well as other interests."

B.1.6 Major Shareholders

As at the Offer Document Date, the Offeror's share capital is held by the following shareholders.

Shareholderno. of Shares% of share capital
----------------------------------------------------

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Tiber Investments 2 S.à r.l.	35,503,184	90.54%
Panfilo Tarantelli	2,353,240	6.00%
Sergio Ascolani	314,168	0.80%
Iacopo De Francisco	190,930	0.49%
Argenta Holdings S.à r.l.	176,342	0.45%
Michele Ronchi	173,077	0.44%
Salvatore Cordaro	168,884	0.43%
Be Holding S.r.l.	114,558	0.29%
Quarto S.r.l.	89,151	0.23%
Alberico Potenza	65,000	0.17%
Giovanni Gallo Barbisio	45,650	0.12%
Carlo Goi	19,094	0.05%
Total	39,213,278	100%

As of the Offer Document Date, the Offeror is therefore directly controlled by Tiber Investments 2 S.à r.l., headquartered in Luxembourg, 12C rue Guillaume Kroll, L-1882 ("Tiber 2").

Please note that, to the best of the Offeror's knowledge, as of the Offer Document Date:

the share capital of Tiber 2 is wholly held by European Investments Holding Company S.à r.l., headquartered in Luxembourg, 12C rue Guillaume Kroll, L-1882 ("EIHC");
the share capital of EIHC is held directly as follows: 68% by Elliott International, L.P., headquartered in the Cayman Islands, Ugland House, South Church Street, George Town, Grand Cayman, KY1-1104, and 32% by Elliott Associates, L.P., headquartered in the United States of America, 1209 Orange Street, Wilmington, Delaware, DE 19801;
none of the investors (limited partners) in Elliott Associates, L.P. holds an interest equal to or greater than 10% of the partnership's share capital;
Elliott International Limited headquartered in the Cayman Islands, c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, South Church Street, George Town, Grand Cayman, KY1-1104 – is the only limited partner holding more than 90% of the share capital of Elliott International, L.P.;
none of the shareholders of Elliott International Limited holds an interest equal to or greater than 10% of the company's share capital.

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For the sake of completeness, it should be noted that, to the best of the Offeror's knowledge, as of the Offer Document Date, a process is underway for the merger of Tiber 2 into EIHC. As a result of this transaction, there will therefore be a simplification of the shareholding chain of CF+, given that EIHC will directly hold an interest in CF+.

The following is a graphic representation of the Offeror's chain of control as at the Offer Document Date:

As at the Offer Document Date, to the best of the Offeror's knowledge, there are no shareholders' agreements in place relating to the Offeror, except as set forth below.

For the sake of completeness, it should be noted that on 22 December 2021, Tiber 2, on the one hand, and Panfilo Tarantelli, Sergio Ascolani, Salvatore Cordaro, Quarto S.r.l. and Argenta Holdings S.à r.l. (the "Minority Shareholders"), on the other hand, signed a shareholders' agreement concerning CF+ shares held by them respectively (the "CF+ Shareholders' Agreement"). More specifically, the CF+ Shareholders' Agreement provides, inter alia:

(i) commitments relating to the governance and management of the Offeror, with regard, inter alia, to the appointment of CF+'s corporate bodies;
(ii) the exclusive authority of the Shareholders' Meeting with respect to certain matters;
(iii) the granting to Tiber 2 of a call option to purchase CF+ shares from the Minority Shareholders upon the occurrence of certain deadlock situations at the board or shareholders' meeting level, as identified in the agreement;
(iv) the regulation of the exit procedure through which CF+ shareholders may jointly dispose of their shares through the sale to one or more third parties or, alternatively, through the listing of CF+.

The duration of the CF+ Shareholders' Agreement is set at five years from the date of execution, with tacit renewal for additional five-year periods unless terminated or if the above-mentioned call option is exercised.

In addition to the above, it should be noted that, following the execution of the CF+ Shareholders' Agreement, Michele Ronchi and Alberico Potenza (on 28 February 2022) as well as BE Holding S.r.l. (formerly BE Finance S.r.l.), Giovanni Gallo Barbisio, and Carlo Goi (on 15 March 2023), in connection with their respective entry into the shareholding structure of CF+,

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entered into side letters whereby, in exchange for certain rights granted to them by Tiber 2 and the Minority Shareholders, they assumed certain obligations towards the latter, including in relation to certain provisions of the CF+ Shareholders' Agreement. In particular, pursuant to these side letters, each of these parties: (i) has undertaken to exercise their voting rights in the CF+ shareholders' meeting in accordance with the vote expressed by Tiber 2 in that meeting; and (ii) in the context of a joint exit by Tiber 2 and the Minority Shareholders pursuant to the CF+ Shareholders' Agreement, is the holder of a tag-along right exercisable in the event of failure to exercise the drag-along right by one or more of Tiber 2 and the Minority Shareholders, attributed to them pursuant to the same side letter.

It should also be noted, for the sake of completeness, that, as of the Offer Document Date, the Offeror is a party to the Agreement.

B.1.7 Management and Control Bodies

Offeror's Board of Directors

Article 12 of the Offeror's articles of association provides that the company shall be managed by a Board of Directors consisting of 7 (seven) or 9 (nine) members, at least 2 (two) of whom shall be independent.

The directors remain in office for the period established at the time of appointment and in any case for not more than three financial years, and they may be re-elected, without prejudice to compliance with the requirements set forth in the articles of association and the legislation applicable from time to time. They cease from office on the date of the Shareholders' Meeting called to approve the financial statements for the last year of their term.

The Board of Directors of the Offeror in office as at the Offer Document Date was appointed on 18 April 2025 and will expire on the date of the Shareholders' Meeting called for the approval of the financial statements for the year ending on 31 December 2026.

The composition of the Offeror's Board of Directors is as follows:

Office	First name and surname
Chairperson of the Board of Directors	Panfilo Tarantelli
Vice-Chairperson of the Board of Directors	Davide Croff
Chief Executive Officer	Iacopo De Francisco
Director	Salvatore Baiamonte
Director	Claudio Battistella
Director	Emanuela Da Rin
Director	Flavia Alzetta
Director	Flavio Ottaviani

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DirectorMassimo Ruggeri
-----------------------------

The directors are domiciled for the office at the registered office of the Offeror in Milan, Corso Europa no. 15.

It should be noted that, to the Offeror's knowledge, as at the Offer Document Date none of the members of the Board of Directors of the Offeror holds any office or economic interest in the Issuer or in companies of the group headed by the Issuer.

Board of Statutory Auditors of the Offeror

Article 23 of the Offeror's articles of association provides that the Board of Statutory Auditors shall be composed of 3 (three) standing statutory auditors and 2 (two) alternate statutory auditors.

The Board of Statutory Auditors of the Offeror in office as at the Offer Document Date was appointed on 29 April 2024 and will expire on the date of the Shareholders' Meeting convened for the approval of the financial statements for the year ending on 31 December 2026.

The composition of the Board of Statutory Auditors of the Offeror is as follows:

Office	First name and surname
Chairperson of the Board of Statutory Auditors	Antonio Mele
Standing statutory auditor	Giuseppina Pisanti
Standing statutory auditor	Franco Vezzani
Alternate statutory auditor	Fabio Maria Venegoni
Alternate statutory auditor	Paolo Carbone

The members of the Board of Statutory Auditors are domiciled for the office at the registered office of the Offeror in Milan, Corso Europa no. 15.

It should be noted that, to the Offeror's knowledge, as at the Offer Document Date none of the members of the Board of Statutory Auditors of the Offeror holds any office or economic interest in the Issuer or in companies of the group headed by the Issuer.

Auditing Firm

The General Shareholders' Meeting of the Offeror, held on 27 April 2022, appointed the Auditing Firm Ernst & Young S.p.A. for the legal auditing; this appointment will expire on the date of the Shareholders' Meeting convened to approve the financial statements as of 31 December 2030.

B.1.8 Brief description of the group headed by the Offeror

The following is a graphic representation of the CF+ Group's companies as at the Offer Document Date: The CF+ Group is composed of the parent company Banca CF+ and vehicles

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controlled at 60% (stichting) Crediti Fiscali+ S.r.l., through which the activity of purchasing tax credits is exercised, and Lazzaro SPV S.r.l., which contains part of the perimeter of exposures covered Asset Protection Scheme (so-called "APS").

B.1.9 Activities of the Offeror and of the Group headed by the same

(i) Factoring with and without recourse: CF+ has started its operations in factoring since the demerger completed in August 2021, starting with the purchase with recourse of credits for most cases with a company in crisis or in any case with financial stress as assignor. As a guarantee, CF+ has started to use the credit insurance cover of a significant part of the turnover. To this specific operations - called factoring distressed - over the years has also been added an operation called factoring performing (both in the form without recourse and with recourse), more focused on the customers that do not present financial problems, but need a tool to optimise company liquidity;
(ii) Tax Credits: purchase of tax credits (e.g. VAT, IRES, IRAP) from insolvency proceedings, from companies in distressed situation and from fully operating companies, through the dedicated business unit, which follows the credit from the origination phase to the collection of purchased credits. Specifically, the market for the purchase of tax credits can be divided into two segments depending on the type of counterparty:
- a. high-yield tax credits: purchase of tax credits from companies with a complex economic and financial situation, including companies in liquidation, restructuring, insolvency proceedings;
- b. low-yield tax credits: purchase of tax credits from companies with a positive economic and financial situation.

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CF+ has been historically active since 2018, particularly in the high-yield segment, whereas the Issuer is among the most prominent market players in the low-yield segment.

(iii) Medium/long-term credit backed by a state guarantee: CF+ offers financing solutions backed by MCC and SACE state guarantee using differentiated service models (traditional and digital) based on the amount of the request and the profile of customers. The traditional service model applies to financing applications exceeding EUR 500,000 and provides for the distribution of the product essentially through the distribution network of credit brokers and CF+ partner agents. The digital service model applies to financing applications of less than EUR 500,000 and aims to intercept customers both directly, through on-line channel, and through brokers, also resorting in the credit analysis and evaluation phases to an entirely digital process, which is characterised by the automation of processes and decision-making speed.
(iv) Collection services and tools: CF+ aims to maintain a liability structure that is managed in a way that is consistent in terms of duration and risk with the evolution of assets, while ensuring a balanced mix of sources of financing. Therefore, the main collection tools and services provided by CF+ are: (i) fixed-term and non-fixed term deposits with retail customers; (ii) fixed-term and non-fixed term deposits with corporate customers (iii) collateralised lines under ABACO/ECB/Repo transactions (iv) interbank money market deposits from banks. As of December 2024, CF+'s collection is composed of 70% by retail customers (of which 26% are short-term deposits and 74% are fixed-term deposits with an average residual maturity of 12 months), with the remaining portion coming from institutional customers (central bank, banks, and other institutional counterparties).

B.1.10 Main financial information on the Offeror and indication of accounting principles Financial report for the financial year ended 31 December 2024

The Offeror's reclassified consolidated income statement and reclassified consolidated balance sheet for the financial year ended 31 December 2024, which were approved by the Offeror's Board of Directors on 19 March 2025, are set out below and compared with the Offeror's reclassified accounting data for the financial year ended 31 December 2023.

The financial report for the financial year ended 31 December 2024, including the consolidated financial statements and financial statements of the Offeror as at 31 December 2024, has been made available to the public by the Offeror on its website (https://www.bancacfplus.it/bilanci-e-relazioni/).

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Reclassified Statements

Reclassified consolidated income statement for the financial years ended 31 December 2024 and 2023

(amounts in millions of Euros)

Income Statement		31/12/2024	31/12/2023	Delta	% Delta
Interest Margin		60.0	58.5	1.6	3%
	Business Lines	45.8	38.7	7.1	18%
	Legacy	14.2	19.8	(5.6)	-28%
Net fees		1.3	(0.8)	2.1	-259%
	Business Lines	3.0	1.8	1.2	67%
	Legacy	(1.7)	(2.6)	0.9	-35%
Profit / (Loss) on disposal of financial assets		0.7	0.5	0.2	100%
	Business Lines	1.1	0.5	0.6	129%
	Legacy	(0.4)	-	(0.4)	-100%
Profit / (Loss) on fair value measurement and trading		2.7	(12.4)	15.2	-122%
	Business Lines	2.0	(2.6)	4.5	-176%
	Legacy	0.8	(9.8)	10.6	-108%
Intermediation margin		64.8	45.8	19.0	42%
Value Adjustments/Write-backs for Credit Risk		(22.9)	(32.8)	9.9	-30%
	Business Lines	(9.0)	(5.1)	(3.9)	76%
	Legacy	(13.9)	(27.8)	13.9	-50%
Operating costs		(53.0)	(45.8)	(7.2)	16%
Profit / (Loss) before taxes		(11.1)	(32.8)	21.7	-66%
Taxes		0.1	(2.1)	2.3	-106%
Profit / (Loss) from continuing operations, net of taxes		(11.0)	(35.0)	24.0	-69%
Profit / (Loss) from discontinued operations, net of taxes		-	-	-

Profit / (Loss) for the period		(11.0)	(35.0)	24.0	-69%
Profit / (Loss) for the period attributable to non-controlling interests		-	-	-
Profit / (Loss) for the period attributable to the Parent Company		(11.0)	(35.0)	24.0	-69%

Analysis of the reclassified consolidated income statement

In this paragraph, for a better understanding of the reclassified consolidated income statement of the CF+ Group, a segment-specific business information is provided where necessary, in addition to the overall consolidated information, where the aggregate performance of activities with high strategic value for the Offeror ("Business Lines" segment) is distinguished from that relating to the Legacy Portfolio ("Legacy" segment).

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Specifically, the Business Lines segment represents the amalgamation of the following business lines:

i) Financing & Factoring: business activities related to financing products backed by MCC/SACE/EIF guarantees dedicated to Italian SMEs and distributed through a network of credit brokers, as well as factoring services designed to meet the short-term liquidity and working capital optimisation needs of SMEs.
ii) Tax Credits: business related to the purchase of tax credits, including the result of securitisation vehicles related to them. The activity is divided into two products with different profitability profiles and expected collection timing: low yield and high yield.
iii) Investments: the proactive management of the government securities portfolio carried out independently of the treasury. As at 31 December 2024, the scope of assets in the Investments segment is primarily composed of HTC instruments, with a smaller portion consisting of HTCS instruments.

The Legacy segment represents the portion of activities in run-off, whose scope includes the portfolio consisting of ABS securitised notes with underlying NPL credits held directly on the financial statements or in SPVs belonging to the scope of accounting consolidation. The activity of this segment consists in optimising credits recovery, managed by external servicers, until the full run-off of the portfolio.

The CF+ Group ended the financial year 2024 with a net loss of EUR 11 million entirely attributable to CF+, against a net loss of EUR 35 million recorded on 31 December 2023. As discussed below, the income statement for the financial year continued to be significantly impacted by the Legacy portfolio and the related adjustments detailed below.

Interest Margin as at 31 December 2024, was a positive EUR 60 million (compared to EUR 58.5 million as at 31 December 2023). Interest income amounted to EUR 123.1 million (EUR 98.6 million as at 31 December 2023) and was primarily driven by the financing business.

Details are given below.

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(amounts in millions of Euros)

Data in millions of Euros	2024	2023
Legacy – consolidated portfolios	11.8	14.4
Legacy – non-consolidated abs	14.6	16.2
Legacy – bank portfolio	2.4	2.6
Financing	57.2	34.9
Factoring	6.3	4.4
Tax Credits (Tax Credits + and Fairway)	16.8	15.1
Tax Credits (Superbonus 110)	0.9	1.2
Cash and investments	12.9	9.8
Total	123.1	98.6

Interest income on tax credits is negatively impacted (EUR 1 million) by the expected lengthening of the recovery time of some positions relating to a portfolio of tax credits for which there are ongoing disputes with the tax administration whose risk of losing for CF+ is considered remote.

Interest expenses amounting to EUR 63 million (EUR 40.2 million at 31 December 2023) mainly relate to "DOL" retail customer online deposits (EUR 40.4 million against EUR 28.8 million at 31 December 2023), interbank repurchase transactions and deposits (EUR 15.1 million against EUR 9.8 million at 31 December 2023), corporate deposits (EUR 4.2 million) and outstanding securities (EUR 4 million of which EUR 3.6 million relates to subordinated loan issued by CF+ in October 2023).

Consolidated net fees as at 31 December 2024, amounted to EUR 1.3 million (compared to a negative EUR 0.8 million as at 31 December 2023) The fee margin mainly includes fees received in the factoring activity and those on financing not included in the amortised/depreciated cost, respectively for EUR 3.8 million and EUR 0.8 million, net of fees paid to agents and brokers. The fee expenses also include those paid by SPVs to external servicers for the roles held in their respective securitisations (EUR -1.7 million), those paid by CF+ to servicers for the performance of the activities outsourced to it since 1 August 2021 (EUR -0.5 million), as well as the fee expenses (EUR -0.9 million) paid to third parties who/which support CF+ in the activity of collecting online deposits.

The profit on disposal of financial assets (EUR 0.7 million) relate to: EUR 0.9 million in income realised from the sale, prior to maturity, of government bonds classified at amortised/depreciated cost with a nominal value of EUR 40 million; EUR 0.2 million from the sale of government bonds classified at fair value through other comprehensive income with a nominal value of EUR 50 million; and EUR 0.4 million from the loss realised as part of a securitisation transaction within the legacy segment.

Net profit on fair value measurement and trading relate:

as regards the Legacy segment (EUR 0.8 million), to the achievement of the earn-out of EUR +5.2 million collected in September 2024 for an ABS security, sold by CF+ to third parties in June 2022 against payment of an up-front price plus an earn out commensurate with the achievement of collections on the underlying portfolio, compensated by the negative change in the fair value of the non-fully consolidated ABS notes of EUR -4.1 million and the negative result of EUR -0.3 million on derivatives

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(futures) managed to compensate for changes in the fair value of ABS attributable to changes in market rates;

as regards the business line segment (EUR 2 million), to the positive changes in value on liabilities at fair value recorded by the parent company (EUR 0.9 million), to the profit achieved on the purchase activity for the subsequent sale of tax credits under "Superbonus 110%" (EUR 0.4 million), to the trading of options (EUR 0.2 million) and to listed derivatives (EUR 0.4 million).

Intermediation margin therefore stood at EUR 64.8 million (compared to EUR 45.8 million as at 31 December 2023).

Value adjustments for credit risk amounted to EUR 22.9 million (EUR 32.8 million as at 31 December 2023), of which EUR 13.9 million related to Legacy portfolios and EUR 9 million related to core business operations.

Value adjustments related to Legacy portfolios arise from the business plan review ("BP Review") conducted on 31 December 2024 on portfolios in which CF+ invested either directly or through subscription of ABS securities. These adjustments were determined in particular by the lengthening of recovery times identified in the BP Review process and, more residually, by the reduction of lifetime expected residual collections from Portfolios.

Operating costs therefore stood at EUR 53 million (compared to EUR 45.8 million as at 31 December 2023). Specifically, administrative expenses amounted to EUR 50.6 million (EUR 46.9 million as at 31 December 2023) and consisted of staff expenditures for EUR 27.1 million (EUR 23.6 million as at 31 December 2023) and other administrative expenses for EUR 23.5 million (EUR 23.2 million as at 31 December 2023). Variable remuneration, including social security contributions, amounted to EUR 2.5 million (EUR 2.2 million as at 31 December 2023). The increase in staff expenditures reflects the growth in headcount, which rose from 190 units as at 31 December 2023 to 204 units as at 31 December 2024, all employed by the Offeror.

Depreciation and amortisation of tangible and intangible assets amounted to EUR 5.1 million as at 31 December 2024 (EUR 3.9 million as at 31 December 2023). This item includes EUR 1.4 million in amortisation of right-of-use assets recognised under IFRS 16 for the leases of the Rome and Milan offices, printers, and cars; EUR 3.3 million in amortisation of software (including those resulting from the acquisitions of Fifty S.r.l. and the so-called Credimi business unit); and EUR 0.4 million in depreciation of tangible assets.

Other net income amounted to EUR 2.7 million (EUR 5 million as at 31 December 2023). Specifically, this item includes EUR 1 million in badwill (or "negative goodwill") arising from the PPA process conducted with the support of an independent expert on the purchase of the Credimi business unit. Upon initial recognition, the value attributed to the software was estimated by the expert at EUR 6.5 million, resulting in a positive economic effect of EUR 1 million (so-called "badwill") already recorded in the income statement in the first half of 2024.

The loss before taxes amounted to EUR 11.1 million (EUR 32.8 million as at 31 December 2023).

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inconsistencies, the original Italian version of this document shall prevail in any event over this English courtesytranslation
The net loss therefore stood at EUR 11 million, as reported above, entirely attributable to
CF+.




















Reclassified consolidated balance sheet as of 31 December 2024 and 2023
	(amounts in millions of Euros)

This is an English courtesy translation of the original documentation prepared in Italian language. In the event of

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Balance sheet	31/12/2024	31/12/2023	Delta	% Delta
Cash and cash equivalents	100	127	(27)	-21%
Financial assets	1,792	1,440	352	24%
Financial assets held for trading	1	1	0	100%
Other financial assets required to be measured at fair value	86	98	(12)	-12%
Financial assets at fair value through other comprehensive income	9	4	5	134%
Financial assets at amortised cost held with customers	1,696	1,338	358	27%
Receivables from banks	11	49	(37)	-77%
Shareholdings	-	-	-	0%
Tangible and intangible assets	17	19	(2)	-9%
Tax assets (current and deferred)	15	13	2	14%
Other assets	23	25	(2)	-7%
Total assets	1,959	1,673	286	17%
Funding and other financial liabilities	1,818	1,549	270	17%
Amounts payable to banks	433	446	(13)	-3%
Payables to customers	1,353	1,068	285	27%
Outstanding securities	28	28	0	0%
Financial liabilities from trading	0	1	(1)	100%
Liabilities measured at fair value	3	5	(2)	-36%
Tax liabilities	4	4	(0)	-7%
Other liabilities	35	34	1	2%
Employee Severance Indemnity of the staff	0	0	(0)	-11%
Provisions for liabilities and charges	0	1	(0)	-6%
Shareholders' equity	101	85	16	19%
Share capital	39	19	20	106%
Reserves	73	101	28.	-28%
Shareholders' equity attributable to non-controlling interests	-	-	-
Profit / (Loss) for the period	(11)	35.	24	-69%
Total liabilities and shareholders' equity	1,959	1,673	286	17%

Analysis of the reclassified consolidated balance sheet

CF+ Group's total assets amounted to EUR 1,959.3 million (EUR 1,673.2 million as at 31 December 2023).

The item Cash and cash equivalents amounted to EUR 100 million (EUR 126.9 million as at 31 December 2023), including the exposure to the Bank of Italy (EUR 88.6 million); in addition to the cash held at CF+ banks, this item also includes the liquidity of consolidated companies for EUR 5.4 million.

Financial assets held with customers amounted to EUR 1,792 million, compared to EUR 1,440 million as at 31 December 2023. Specifically:

financial assets mandatorily at fair value, amounting to EUR 86 million, relate to ABS securities issued by non-fully consolidated vehicles that do not pass the SPPI test (junior and mezzanine securities);
financial assets at fair value through other comprehensive income, amounting to EUR 9 million, include EUR 5.3 million in government bonds owned by CF+ classified as HTC&S instruments and EUR 4 million in equity instruments of the parent company;
financial assets at amortised cost held with customers, amounting to EUR 1,696 million (EUR 1,338 million as at 31 December 2023), include:
- EUR 449.3 million in government bonds owned by CF+ classified as HTC instruments within assets at amortised cost;

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EUR 111.4 million in ABS securities, issued by non-fully consolidated vehicles, measured at amortised cost (senior and mezzanine securities that pass the SPPI test);
EUR 171.8 million in loans and advances to customers purchased through securitisation vehicles (of which EUR 93.5 million in tax credits purchased by the companies Convento and Fairway and EUR 78.3 million in POCI non-performing loans);
EUR 2.8 million in POCI banking loan portfolios purchased directly by CF+;
EUR 8.8 million in leasing loan portfolios purchased directly by CF+;
EUR 781.6 million represented by guaranteed loans disbursed by CF+;
EUR 170.3 million in factoring credits disbursed by CF+.

The increase in financial assets compared to 31 December 2023 (+24%) is mainly attributable to the volumes generated by CF+ during 2024 in guaranteed finance (EUR 352.2 million in disbursements, a EUR 175.1 million increase net of repayments and value adjustments) and in factoring (+EUR 73.3 million in outstanding compared to 31 December 2023), and to investments in government bonds (EUR 260 million nominal value in 2024) which, net of repayments (EUR 45 million) and the aforementioned sales (EUR 40 million of HTC securities and EUR 50 million of HTCS securities), led to an increase in the carrying amount of EUR 178.5 million compared to 31 December 2023.

Regarding tax credits, purchases were made through Crediti Fiscali+ for a total of EUR 207.2 million, and EUR 277.4 million in collections were recorded.

The increase was partially offset by the decrease in ABS, on which collections of EUR 36.6 million were realised, while interest, fair value adjustments, and value adjustments were recorded for a total net amount of EUR 5.6 million.

Tangible and intangible assets amounted to EUR 17.4 million as at 31 December 2024 (EUR 19.2 million as at 31 December 2023). Tangible assets include right-of-use assets recognised under IFRS 16 in relation to lease agreements for the Rome and Milan offices and for leased cars and printers, for a total of EUR 4.8 million

Intangible assets include goodwill relating to the acquisition of Be Credit Management S.p.A. for EUR 0.9 million, as well as goodwill and intangible assets for EUR 1.3 million and EUR 1.2 million respectively (net of amortisation), recognised as at 31 December 2021 during the purchase price allocation on the consideration paid for the purchase of the quotas of Fifty S.r.l.

With the conclusion of the purchase price allocation process conducted on the acquisition of the Credimi business unit, the value attributed to the acquired software was also recognised under this item (amounting to EUR 5.5 million as at 31 December, net of amortisation for the period of EUR 1 million). The carrying amount of the aforementioned assets was subject to impairment testing.

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As at 31 December 2024, the item tax assets amounted to EUR 15.2 million (EUR 13.3 million as at 31 December 2023), of which EUR 9.6 million related to current assets and EUR 5.6 million to deferred tax assets. Current tax assets mainly relate to advances paid by CF+, specifically on stamp duty (EUR 3.3 million), withholding tax on interest (EUR 5.5 million), and substitute tax on financing (EUR 0.6 million).

Deferred tax assets relate entirely to CF+ and include EUR 4.1 million for prior-year tax losses, EUR 0.8 million for benefits from "Aiuto alla Crescita Economica" ("ACE"), EUR 0.2 million for tax credits under Law 214/2011 relating to adjustments on credits deductible over multiple years, and EUR 0.6 million recognised as at 31 December 2022 in consideration of the tax step-up of goodwill for Fifty S.r.l. and BECM.

The item other assets, totalling EUR 23 million, includes, among others, tax credits under Superbonus 110% purchased directly by CF+ amounting to EUR 17.6 million, of which EUR 14.3 million held solely for the purpose of offsetting by CF+ and EUR 3.3 million also available for sale to third parties and consequently measured at fair value through equity.

Under liabilities, the following are highlighted:

amounts payable to banks for a total of EUR 433.2 million (EUR 446.2 million as at 31 December 2023), mainly including repurchase transactions carried out by CF+ on securities in portfolio for a total of EUR 252.9 million (EUR 218.1 million as at 31 December 2023) and interbank deposits and with the Bank of Italy for EUR 180.3 million (EUR 228.1 million as at 31 December 2023);
payables to customers for a total of EUR 1,353.4 million (EUR 1,068.1 million as at 31 December 2023), mainly including collection by CF+ through online deposits from retail customers amounting to EUR 1,276.9 million (EUR 1,013.5 million as at 31 December 2023), of which EUR 324.2 million are demand deposits or awaiting restriction and EUR 952.7 million, including accrued interest, restricted at an average fixed rate of 3.5% with maturities ranging from 3 to 84 months. Payables to customers also include a financing from Cassa Depositi e Prestiti for EUR 16.2 million and corporate customers deposits for EUR 106 million;
outstanding securities for EUR 28.3 million, of which EUR 2.8 million equals the portion of notes issued by the consolidated Liberio SPV held by third-party investors and EUR 25.5 million, including accrued interest, relating to the subordinated loan issued on 13 October 2023 by CF+ for a nominal amount of EUR 25 million at a rate of 14.5% The loan is computable as a Tier 2 equity instrument, in accordance with the provisions of Regulation (EU) No. 575/2013 ("CRR") and the Bank of Italy Circular No. 285 of 17 December 2013.

Financial liabilities at fair value as at 31 December 2024 amounted to EUR 3.4 million (EUR 5.3 million as at 31 December 2023) and relate to payables recognised for deferred prices concerning the former Artemide portfolio and the Crediti Fiscali+ portfolio.

Total tax liabilities amounted to EUR 4 million (EUR 4.3 million as at 31 December 2023), of which EUR 3.9 million related to deferred tax liabilities, mainly attributable to the results of

{73}------------------------------------------------

the segregated assets of the consolidated Law 130/99 special purpose vehicles (EUR 3.5 million) and, for the residual part (EUR 0.4 million), recognised by CF+ against the surplus value – not recognised for tax purposes – arising from the Credimi intangible asset during the final PPA.

The Banca CF+ Group's shareholders' equity, including the consolidated result, amounted to EUR 101.3 million, of which EUR 0.008 million was attributable to non-controlling interests, compared to EUR 85.1 million as at 31 December 2023.

As at 31 December 2024, the shareholders' equity includes, in addition to the loss for the financial year, the effects of the capital strengthening operation, amounting to EUR 27 million, finalised following the completion of the capital increase approved by the CF+ Shareholders' Meeting on 6 September 2024. The increase was allocated for EUR 20,146,729 to share capital and for EUR 6,849,888 to the share premium reserve.

Consolidated shareholders' equity also includes reserves deriving from consolidated SPVs for a total of EUR 7 million.

Consolidated accounting statements

The most recent auditing report on the Offeror's accounting statements was issued by the Auditing Firm EY S.p.A. on 3 April 2025, with reference to the consolidated financial statements and the financial statements for the financial year as at 31 December 2024 The Auditing Firm issued an unmodified opinion without any emphasis of matter paragraphs.

Furthermore, on 12 April 2024, the Auditing Firm EY S.p.A. issued its opinion on the Offeror's the consolidated financial statements and the financial statements for the financial year ended 31 December 2023 and on the Offeror's financial statements for the financial year ended 31 December 2023. This opinion was unmodified and contained no emphasis of matter paragraphs.

The consolidated accounting statements as at 31 December 2024, compared with those as at 31 December 2023, are presented below.

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(amounts in thousands of euros)

	Asset Items	31/12/2024	31/12/2023
10.	Cash and cash equivalents	100,185	126,959
20.	Financial assets measured at fair value through income statement	86,833	98,362
	a) financial assets held for trading	796	517
	b) financial assets designated at fair value;	-	-
	c) other financial assets required to be measured at fair value	86,037	97,845
30.	Financial assets at fair value through other comprehensive income	9,347	4,000
40.	Financial assets measured at amortised cost	1,707,511	1,386,768
	a) receivables from banks	11,422	48,869
	b) loans to customers	1,696,089	1,337,898
70.	Shareholdings	-	-
90.	Tangible assets	6,132	7,476
	100. Intangible assets	11,272	11,708
	of which:
	- goodwill	2,178	2,723
	110. Tax assets	15,193	13,345
	a) current	9,551	7,410
	b) deferred	5,642	5,935
	110. Non-current assets and groups of assets held for sale	-	-
	130. Other assets	22,777	24,585
	Total assets	1,959,251	1,673,202

(amounts in thousands of euros)

	Liabilities and shareholders' equity items	31/12/2024	31/12/2023
10.	Financial liabilities measured at amortised cost	1,815,015	1,542,594
	a) amounts payable to banks	433,247	446,219
	b) payables to customers	1,353,447	1,068,089
	c) outstanding securities	28,321	28,286
20.	Financial liabilities from trading	7	800
30.	Financial liabilities designated at fair value	3,396	5,345
60.	Tax liabilities	3,973	4,268
	a) current	74	170
	b) deferred	3,898	4,098
80.	Other liabilities	34,748	34,111
90.	Employee Severance Indemnity of the staff	385	481
	100. Provisions for risks and charges:	459	514
	a) commitments and guarantees given	-	-
	b) post-employment benefits and similar obligations	-	-
	c) other provisions for risks and charges	459	514
	120. Valuation reserves	3,979	3,814
	150. Reserves	11,407	9,135
	160. Issue surcharges	57,643	88,060
	170. Share capital	39,213	19,067
	190. Equity attributable to non-controlling interests (+/-)	8	8
	200. Profit / (Loss) for the financial year (+/-)	(10,983)	(34,994)
	Total liabilities and shareholders' equity	1,959,251	1,673,202

{75}------------------------------------------------

(amounts in thousands of euros)

	Items	31/12/2024	31/12/2023
10.	Interest income and similar income	123,070	98,648
20.	Interest expenses and similar charges	(63,048)	(40,192)
30.	Interest Margin	60,022	58,457
40.	Fee income	5,611	3,160
50.	Fee expenses	(4,311)	(3,975)
60.	Net fees	1,300	(815)
80.	Net result from trading	655	(1,981)
100.	Profit / (Loss) on disposal or repurchase of:	700	535
	a) financial assets measured at amortised cost	480	535
	b) financial assets at fair value through other comprehensive income	220
110.	Net income of other financial assets and liabilities measured at fair valuethrough income statement	2,092	(10,426)
	a) financial assets and liabilities designated at fair value	6,209	(2,714)
	b) other financial assets required to be measured at fair value	(4,117)	(7,711)
120.	Intermediation margin	64,769	45,770
130.	Net Value Adjustments/Write-backs for Credit Risk of:	(22,890)	(32,829)
	a) financial assets measured at amortised cost	(22,891)	(32,829)
	b) financial assets at fair value through other comprehensive income	0	-
150.	Net result from financial operations	41,879	12,941
	190. Administrative expenses:	(50,588)	(46,878)
	a) staff expenditures	(27,056)	(23,633)
	b) other administrative expenses	(23,532)	(23,245)
	200. Net provisioning for provisions for risks and charges	27	36
	b) other net provisioning	27	36
	210. Net Value Adjustments/Write-backs on tangible assets	(1,824)	(1,845)
	220. Net Value Adjustments/Write-backs on intangible assets	(3,312)	(2,100)
	230. Other operating income/charges	2,699	4,995
240.	Operating costs	(52,998)	(45,791)
250.	Profit / (Loss) on shareholdings	-	0
290.	Profit / (Loss) from continuing operations, before taxes	(11,119)	(32,850)
300.	Income taxes on continuing operations for the financial year	137	(2,144)
310.	Profit / (Loss) from continuing operations, net of taxes	(10,983)	(34,994)
320.	Profit / (Loss) from discontinued operations, net of taxes	-	-
330.	Profit / (Loss) for the financial year	(10,983)	(34,994)
340.	Profit / (Loss) for the financial year attributable to non-controlling interests	-	-
350.	Profit / (Loss) for the financial year attributable to the parent company	(10,983)	(34,994)

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STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME

	Items	31/12/2024	31/12/2023
10.	Profit / (Loss) for the financial year	(10,983)	(34,994)
	Other income components net of taxes without reversal to the incomestatement:	2	1,055
20.	Equity instruments at fair value through other comprehensive income		1,037
70.	Defined benefit plans	2	18
	Other income components net of taxes with reversal to the incomestatement:	163	-
150.	Financial assets (different from equity instruments) at fair value throughother comprehensive income	163	-
	200. Total other income components net of taxes	164	1,055
	210. Comprehensive income (items 10+200)	(10,818)	(33,939)
	220. Consolidated comprehensive income attributable to non-controllinginterests	-	-
	230. Consolidated comprehensive income attributable to the parent company	(10,818)	(33,939)

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STATEMENT OF CHANGES IN CONSOLIDATED SHAREHOLDERS' EQUITY AS AT 31 DECEMBER 2024

(Amounts in thousands of euros)

										Changes in the financial year
				previousresult	Allocation ofTransactions on shareholders' equityfinancial year				equity as at	equity attributable to non
	Existence as at 31/12/23	Change to opening balances	Existence as at 1/1/2024	Reserves	Dividends and otherallocations	Changes in reserves	Issuing new shares	Purchase of treasuryshares	Extraordinary dividenddistribution	Changes in equityinstruments	Derivatives on treasuryshares	Stock options	Changes inshareholdings	Comprehensive income as at31/12/2024	equity as at31/12/2024Shareholders'	Group' s shareholders'31/12/2024	controlling interests as at31/12/2024Shareholders'
Share capital:	19,075	-	19,075	-	-		20,147	-	-	-	-	-		-	39,221	39,213	8
a) ordinary sharesb) other shares	--	--	--	-	-	-	-	-	-	-	-	-	-	-	--	--	--
Issue surcharges	88,060	-		88,060 (37,267)	-		6,850	-	-	-	-	-		-	57,643	57,643	-
Reserves:a) of profitb) others	--3,2335,901	--	--3,2335,901	2,273	-	26,997	-(26,997)	-	--	-	-	-	--	--	--3,2338,174	--3,2338,174	----
Valuation reserves	-3,814-	--	-3,814-	-	-		-	-	-	-	-	-	-	164	-3,979-	-3,979-	---
Equity instruments	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-
Treasury shares	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Profit / (Loss) for thefinancial year	(34,994)	-	(34,994)	34,994	-	-	-	-	-	-	-	-	-	(10,983)	(10,983)	(10,983)	-
Total shareholders'equity	85,089		85,089	-	-	26,997	-	-	-	-	-	-	-	(10,818)	101,268	101,260	8
Group shareholders'equity	85,081		85,081	-		26,997	-							(10,818)		101,260	-
Shareholders' equityattributable to noncontrolling interests	8	-	8									-		-	-	-	8

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STATEMENT OF CHANGES IN CONSOLIDATED SHAREHOLDERS' EQUITY AS AT 31 DECEMBER 2023

(amounts in thousands of euros)

										Changes in the financial year
				Allocation ofprevious financialyear result			Transactions on shareholders' equity									equity as at 31/12/2023
	Existence as at 31/12/22	Change to opening balances	Existence as at 1/1/2023	Reserves	Dividends and other allocations	Changes in reserves	Issuing new shares	Purchase of treasury shares	Extraordinary dividend distribution	Changes in equity instruments	Derivatives on treasury shares	Stock options	Changes in shareholdings	Comprehensive income as at 31/12/2022	equity as at 31/12/2023Shareholders'	Group' s shareholders'	equity attributable to non-controlling interests as at 31/12/2023Shareholders'
Share capital:a) ordinary sharesb) other shares	14,008--	--	14,008--	--	--	-	5,067-	--	--	-	--	--	--	--	19,075--	19,067--	8--
Issue surcharges	76,020	-	76,020	(10,963)	-		23,002	-	-	-	-	-		-	88,060	88,060	-
Reserves:a) of profitb) others	--16,69438,059	--	--16,69438,059	(13,461)(7,158)	-	-	-(25,000)	-	--	--	--	--	--	--	--3,2335,901	--3,2335,901	----
Valuation reserves	-2,759	--	-2,759	-	-		-	-	-	-	-	-	-	1,055	-3,814-	-3,814-	---
Equity instruments	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Treasury shares	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Profit / (Loss) for thefinancial year	(31,582)	-	(31,582)	31,582	-	-	-	-	-	-	-	-	-	(34,994)	(34,994)	(34,994)	-
Total shareholders' equity	115,959	-	115,959	-	-	-	3,069	-	-	-	-	-	-	(33,939)	85,088	85,080	8
Group shareholders' equity	115,951	-	115,951	-	-	-	3,069	-	-	-	-	-	-	(33,939)	-	85,080	-
Shareholders' equityattributable to noncontrolling interests	8	-	8	-	-	-	-	-	-	-	-	-	-	-	-	-	8

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CONSOLIDATED STATEMENT OF CASH FLOWS - (Indirect Method)

(amounts in thousands of euros)

		Amount
A.	OPERATING ACTIVITY	31/12/2024	31/12/2023
1.	Operation	14,133	16,294
-	result for the financial year (+/-)	(10,983)	(34,994)
	capital gains/losses on financial assets held for trading and other financial
-	assets/liabilities at fair value through income statement (-/+)	(2,747)	12,407
-	capital gains/losses on hedging activities (+/-)	-	-
-	Net Value Adjustments/Write-backs for Credit Risk (+/-)	22,890	32,829
-	net value adjustments/write-backs on tangible and intangible fixed assets (+/-)	5,136	3,945
-	net provisioning for provisions for risks and charges and other costs / revenues (+/-)	(27)	(36)
-	unpaid taxes, fees and tax credits (+/-)	(137)	2,144
-	net value adjustments/write-backs of terminated operations net of the tax effect (+/-)	-	-
-	other adjustments (+/-)	0	0
2.	Cash generated/absorbed by financial assets	(341,309)	(441,533)
-	financial assets held for trading	(279)	37
-	financial assets designated at fair value	-	-
-	other financial assets required to be measured at fair value	7,691	5,143
-	Financial assets at fair value through other comprehensive income	(5,346)	-
-	financial assets measured at amortised cost	(343,634)	(454,994)
-	other assets	260	8,281
3.	Cash generated/absorbed by financial liabilities	276,761	459,909
-	financial liabilities measured at amortised cost	272,421	466,496
-	financial liabilities from trading	(138)	(1,181)
-	financial liabilities designated at fair value	4,261	(1,794)
-	other liabilities	217	(3,611)
	Net cash generated/absorbed by operating activity	(50,415)	34,671
B.	INVESTMENT ACTIVITIES	31/12/2024	31/12/2023
1.	Cash generated by	-	-
-	shareholdings sale	-	-
-	dividends received on shareholdings	-	-
-	sales of tangible assets	-	-
-	sales of intangible assets	-	-
-	sale of business units	-	-
2.	Cash absorbed by	(3,355)	(8,998)
-	purchases of shareholdings	-	-
-	purchases of tangible assets	(479)	(999)
-	purchases of intangible assets	(2,876)	(2,500)
-	purchases of business units	-	(5,500)
	Net cash generated/absorbed by investment activities	(3,355)	(8,998)
C.	FUNDING ACTIVITY	31/12/2024	31/12/2023
-	issuance/purchase of treasury shares	-	-
-	issuance/purchase of equity instruments	26,997	3,069
-	dividend distribution and other purposes	-	-
	Net cash generated/absorbed by funding activities	26,997	3,069
	NET CASH GENERATED BY/ABSORBED IN THE FINANCIAL YEAR	(26,774)	28,741

Key:

(-) Absorbed

RECONCILIATION
Financial statement items	Amount
	31/12/2024	31/12/2023
Cash and cash equivalents at the beginning of the financial year	126,959	98,217
Total net cash generated by/absorbed in the financial year	(26,774)	28,741
Cash and cash equivalents: effect of exchange rate changes	-	0
Cash and cash equivalents at end of the financial year	100,185	126,959

Accounting Standards

The consolidated financial statements for the 2024 and 2023 financial years, in accordance with Legislative Decree no. 38 of 28 February 2005, have been prepared in accordance with the International Financial Reporting Standards and International Accounting Standards issued by the International Accounting Standards Board (IASB) and the relevant interpretations of the International Financial Reporting Interpretations Committee (IFRIC), as endorsed by the European Commission (collectively "IFRS" or "IAS") following the procedure set out in Art. 6 of EC Regulation no. 1606 of 19 July 2002, as well as in compliance with the reporting formats and rules contained in Bank of Italy Circular no. 262 of 22 December 2005 (8° update of 17 November 2022), in the exercise of the powers established by Art. 43 of Legislative Decree no. 136/2015.

Information on related party transactions

(+) Generated

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During the financial years ended 31 December 2023 and 2024, no transactions with related parties of an atypical or unusual nature were carried out which, due to their relevance, could have an impact on the Offeror's economic and financial situation. All related party transactions were carried out on an arm's length basis and fall within the Offeror's ordinary course of business.

In addition to the above, and consistently referring to the broader perimeter of connected persons, the following information is provided below.

On 13 October 2023, the issue of a subordinated loan computable as a Tier 2 capital instrument was completed for a nominal amount of EUR 25 million, at the annual interest rate of 14.50%, in accordance with the provisions of Regulation (EU) No 575/2013 ("CRR") and the Bank of Italy Circular No. 285 of 17 December 2013. The issuance, in dematerialised form and centralised at Euronext Securities Milan (Monte Titoli S.p.A.), was traded on the professional segment of the Euronext Access Milan multilateral trading facility organised and managed by Borsa Italiana.

The loan was subscribed for EUR 13.8 million by Orado Investments S.à r.l., a connected person as a company belonging to the Elliott Group, and for EUR 0.7 million by other connected persons who/which are members of the Board of Directors of CF+.

During 2024, fee expenses totalling EUR 1.9 million (EUR 0.4 million during the 2023 financial year) was recognised to the Gardant group for the performance of servicing activities outsourced to it by CF+, as well as for the roles performed within the securitisations of the consolidated SPVs.

Furthermore, an income of EUR 5.2 million is noted as an earn-out on the ABS security issued by the company Lucullo SPV, which was sold by CF+ to Gardant S.p.A. in June 2022 against the payment of an up-front price plus an earn-out commensurate with the achievement of collections on the underlying portfolio. The sum was collected in September 2024.

As at 31 December 2024, a credit facility is also in place, utilised for EUR 3 million, granted in 2020 to Leviticus Reoco S.r.l., a subsidiary of EIHC (a related party of the Offeror), with a facility of EUR 5 million, subsequently reduced to EUR 4.5 million during 2023.

Information on the impact that the acquisition of Banca Sistema may have on the Offeror's consolidated economic and financial situation and consolidated economic results.

Following the completion of the Offer and based on public data as at 31 December 2024, the new entity resulting from the transaction would have total assets of approximately EUR 6.7 billion (of which EUR 2.0 billion from the Offeror and EUR 4.7 billion from Banca Sistema), of which approximately EUR 4.5 billion represented by loans and advances to customers (of which EUR 1.7 billion from the Offeror and EUR 2.8 billion from Banca Sistema). Based on consolidated data for the 2024 financial year, the intermediation margin is expected to stand at around EUR 186 million (of which EUR 65 million from the Offeror and EUR 121 million from Banca Sistema).

The impact on the Offeror's consolidated economic and financial situation and consolidated economic results deriving from the acquisition of Banca Sistema will depend, among other things, on the number of acceptances of the Offer, the costs and charges arising from the

{81}------------------------------------------------

integration of the Offeror and Banca Sistema, and the outcome of the purchase price allocation ("PPA") process as required by the international accounting standard IFRS 3, given that the acquisition of Banca Sistema represents a business combination for the Offeror.

IFRS 3 requires the acquirer to allocate the acquisition cost (the PPA process) to the fair value of the acquiree's assets, liabilities, and contingent liabilities to be identified at the acquisition date. The difference between the price paid and the fair value of the acquired assets net of liabilities and contingent liabilities is recognised, if positive, as goodwill under assets in the balance sheet, or, if negative, as badwill (income) in the income statement.

In particular, based on available public data, the limited analyses the Offeror was able to carry out, and a preliminary estimate for the 2025 financial year on a theoretical and strictly preliminary basis, the completion of the Offer for 100% of the Issuer's shares could result in badwill of approximately EUR 135 million, as the difference between the price paid for 100%, amounting to approximately EUR 145 million, and Banca Sistema's shareholders' equity excluding AT1 as at 30 September 2025, estimated at approximately EUR 280 million.

In any case, as previously indicated, the final amount of badwill can only be determined once the Offer is completed based on the acceptance rate and only at the end of the purchase price allocation procedure of the acquired assets, net of liabilities and contingent liabilities (including transaction costs) in accordance with IFRS 3, which requires in-depth analyses and valuations as well as specific audit activities by the auditing firm.

For the sake of completeness, it should be noted that in the event of full acceptance of the Offer by all holders of the Shares, the total Maximum Payout of the Offer, calculated on the basis of the Consideration, equal to a maximum of EUR 1.80 per Share, will amount to a total of EUR 144,757,894. The Offeror will meet the payment obligations for the Maximum Payout using its own financial resources and will not resort to financing from third parties.

Half-year condensed consolidated financial statements as at 30 June 2025:

The Offeror's half-year condensed consolidated financial statements as at 30 June 2025 have been made available to the public by the Offeror on its website (https://www.bancacfplus.it/bilanci-e-relazioni/).

The Offeror's reclassified consolidated income statement and reclassified consolidated balance sheet as at 30 June 2025 (compared with the data as at 30 June of the previous financial year or with the data for the previous financial year) are presented below.

Reclassified Statements

Reclassified consolidated income statement as of 30 June 2025 and 2024

(amounts in millions of Euros)

Income Statement	30/06/2025	30/06/2024	Delta	% Delta
Interest Margin	30.9	28.2	2.6	9.3%
Net fees	1.0	0.2	0.8	499.1%
Profit / (Loss) on disposal of financial assets	2.4	0.9	1.5	158.0%
Profit / (Loss) on fair value measurement and trading	1.3	5.9	(4.6)	-78.2%

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Intermediation margin	35.5	35.2	0.3	0.9%
Value Adjustments/Write-backs for Credit Risk	(10.2)	(5.9)	(4.3)	73.8%
Operating costs	(28.4)	(23.8)	(4.6)	19.1
Profit / (Loss) before taxes	(3.0)	5.5	(8.6)	-155.0%
Taxes	0.3	(2.1)	2.4	-115.8%
Profit / (Loss) from continuing operations, net of taxes	(2.7)	3.5	(6.2)	-51.6%
Profit / (Loss) from discontinued operations, net of taxes	-	-	-	0.0%
Profit / (Loss) for the period	(2.7)	3.5	(6.2)	-178.4%
Profit / (Loss) for the period attributable to non-controlling interests	-	-	-	0.0%
Profit / (Loss) for the period attributable to the Parent Company	(2.7)	3.5	(6.2)	-178.4%

Analysis of the reclassified consolidated income statement

The Banca CF+ Group ended the first half of 2025 with a net loss of EUR 2.7 million, entirely attributable to the parent company, compared to a net gain of EUR 3.5 million as at 30 June 2024.

Compared to the first half of 2024, the results as at 30 June 2025 show growth in interest margin and net fees (+EUR 2.6 million and +EUR 0.9 million, respectively) thanks to the growth in volumes of CF+'s core activities, as well as a gain of EUR 2 million deriving from the sale of government bonds (+EUR 1.1 million compared to H1 2024); this positive trend was negatively affected by value adjustments of EUR 9.1 million (EUR 2.7 million as at 30 June 2024) and an increase in operating costs (+EUR 4.6 million compared to the first half of 2024).

With reference to the Legacy segment, the business plan middle-year review of the Legacy Portfolio ("BP review") conducted as at 30 June 2025, concerning portfolios in which CF+ invested directly or through the subscription of ABS securities, resulted in net adjustments totalling EUR -0.3 million, of which EUR -0.8 million in value adjustments and EUR +0.5 million representing an overall positive net impact on the value of the ABS notes measured at fair value and not fully consolidated. The effect of the BP review on the fair value of the notes was further supplemented by a positive effect of EUR 1.4 million deriving from the market adjustment of the rate components used to discount the estimated cash flows on the notes.

The results for the first half of 2024 had been penalised by the BP review with adjustments totalling EUR 4.1 million, but had also benefited from a EUR 5 million earn-out on an ABS security.

As at 30 June 2025, to mitigate the effects identified following the BP review process, the APS financial guarantee was applied for the first time. In particular, indemnities of EUR 1.76 million were requested and collected, recognised under the item "Other operating income".

An analysis of the main items of the consolidated income statement and the variances compared to 30 June 2024 is provided below.

Interest Margin as at 30 June 2025, was a positive EUR 30.9 million (compared to EUR 28.2 million as at 30 June 2024). Interest income amounted to EUR 61.6 million (EUR 58.8 million as at 30 June 2024) and was primarily driven by the financing business. Details are given below:

Data in millions of Euros	30 June 2025	30 June 2024
Guaranteed Finance	28.17	27.60

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Factoring	3.76	3.02
Tax Credits (Tax Credits + and Fairway)	7.14	7.56
Tax Credits (Superbonus 110)	0.92	0.53
Cash and investments	9.22	5.52
Legacy – consolidated portfolios	5.04	5.95
Legacy – non-consolidated abs	6.35	7.32
Legacy – portfolios registered on bank books	1.02	1.29
Total	61.62	58.80

Interest expenses, amounting to EUR 30.8 million (EUR 30.6 million as at 30 June 2024), mainly relate to "DOL" retail customer online deposits (EUR 19.3 million compared to EUR 19 million as at 30 June 2024), repurchase transactions ("Repo"), and interbank and corporate deposits/financing (EUR 9.6 million compared to EUR 9.7 million as at 30 June 2024), as well as interest expenses on outstanding securities for EUR 2 million, of which EUR 1.8 million relates to the subordinated loan issued by the parent company in October 2023.

Consolidated net fees as at 30 June 2025, amounted to EUR 1 million (compared to a negative EUR -0.2 million as at 30 June 2024) The fee margin mainly includes fees received in the factoring activity and those on financing not included in the amortised/depreciated cost, respectively for EUR 2.5 million and EUR 0.9 million, net of fees paid to agents and brokers. The fee expenses also include those paid by SPVs to external servicers for the roles held in their respective securitisations (EUR -0.7 million), those paid by CF+ to the Gardant group for the performance of the activities outsourced to it since 1 August 2021 (EUR -0.2 million), as well as the fee expenses (EUR -0.8 million) paid to third parties who/which support CF+ in the activity of collecting online deposits. Fee expenses also include the portion of costs for the period amounting to EUR 0.55 million relating to the APS financial guarantee contract.

Profit on the disposal of financial assets for EUR 2.4 million primarily relate (EUR 2.1 million) to profit realised on the sale, before maturity, of government bonds classified in the HTC and HTCS portfolios with a nominal value of EUR 121 million. This transaction falls within the scope of occasional and insignificant sales provided for HTC securities in the specific business model assessment policy.

The profit on fair value measurement and trading, amounting to EUR 1.3 million, includes EUR 1.2 million from the net result of assets and liabilities designated at fair value and EUR 0.1 million from net trading income. In particular, with reference to the former, value changes are noted amounting to EUR 2 million relating to ABS securities measured at fair value and issued by companies not fully consolidated, and amounting to Euro -0.8 million relating to changes in the fair value of liabilities recognised by the parent company. The first half of 2024 result had been penalised by the BP review with adjustments totalling EUR 4.1 million but had also benefited from a EUR 5 million extraordinary income from the earn-out on an ABS security.

With reference to trading activities, the result includes:

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‒ income of EUR 0.3 million from the disposal of "Superbonus 110" tax credits acquired by the parent company for resale purposes;
‒ income of EUR 0.6 million realised from trading options on government bonds;
‒ charges of EUR 0.2 million from trading listed derivatives (futures), used for the management hedging of fluctuations in the risk-free component contributing to the discount rate (Ke) of ABS measured at fair value and issued by vehicles not included in the CF+ Group's scope of consolidation;
‒ charges of EUR 0.5 million pertaining to the closing of the option signed in 2018 for the purchase of BE TC S.r.l. In January 2025, Banca CF+ finalised the acquisition of a business unit attributable to the aforementioned company; as a result of this transaction, said option agreement was terminated. The agreements finalised in the context of the acquisition also resulted in income of EUR 0.3 million which contributed to the balance of the item "Net income of financial assets and liabilities measured at fair value through income statement". This income reflects the reduction of the liability recognised by the parent company towards BE TC S.r.l. for the so-called deferred purchase price (DPP) relating to the purchase of certain tax credits.

Intermediation margin therefore stood at EUR 35.5 million (compared to EUR 35.2 million as at 30 June 2024).

Value adjustments for credit risk amounted to EUR 10.2 million as at 30 June 2025 (EUR 6 million as at 30 June 2024). The item mainly includes:

net specific value adjustments on disbursed financing and guaranteed finance classified as Stage 3 for EUR 9.1 million;
adjustments on factoring credits for EUR 0.5 million, of which EUR 0.4 million on positions classified as Stage 3;
net value adjustments on non-consolidated ABS securities for EUR 0.8 million.
net specific value write-backs on the purchased or originated credit impaired ("POCI") portfolios of the parent company and consolidated SPVs in the amount of EUR 0.2 million;
collective write-backs on the parent company's financing and in bonis guaranteed finance for EUR 0.1 million.

The specific value adjustments on guaranteed finance and factoring reflect the steps in Stage 3 that occurred during the first half of 2025. The specific value write-backs on POCI portfolios purchased by CF+ directly or through SPVs were determined on the basis of the Business Plan review conducted as at 30 June 2025.

Operating costs therefore stood at EUR 28.4 million (compared to EUR 23.8 million as at 30 June 2024). Specifically, administrative expenses amounted to EUR 27.1 million (EUR 22.9 million as at 30 June 2024) and consisted of staff expenditures for EUR 14.8 million (EUR 13.2 million as at 30 June 2024) and other administrative expenses for EUR 12.3 million (EUR 9.7 million as at 30 June 2024). Variable remuneration, including social security contributions, amounted to EUR 1.5 million, in line with the first half of 2024.

{85}------------------------------------------------

The increase in staff expenditures reflects the growth in headcount, which rose from 202 units as at 30 June 2024 to 222 units as at 30 June 2025, also due to the acquisition of the BE TC business unit, which resulted in the addition of 11 resources.

The increase in administrative expenses is also attributable to higher extraordinary costs related to specific projects and production costs (+EUR 0.4 million, +10%) driven by expenses related to Credit Outsourcer, stamp duty, and Digital Lending Communication.

Net provisioning for provisions for risks and charges, amounting to EUR 0.7 million, primarily include the sum allocated to cover operating risk associated with exposures for tax credits acquired through the consolidated companies Crediti Fiscali+ and Fairway, for which tax litigation with the Italian Revenue Agency is pending.

Depreciation and amortisation of tangible and intangible assets amounted to EUR 2.7 million as at 30 June 2025 (EUR 2.3 million as at 30 June 2024). The item includes EUR 0.7 million in amortisation on Right-of-Use assets recognised pursuant to IFRS 16 for the leases of the Rome and Milan offices, printers, and motor vehicles; EUR 1.7 million in amortisation of software (including that arising from the acquisitions of Fifty and the so-called "Credimi" business unit); and EUR 0.2 million in depreciation of tangible assets.

Other net income amounted to EUR 2 million. Other income includes, among other things, indemnities recognised to CF+ under the "APS" financial guarantee contract for EUR 1.8 million (as previously described) and the recovery of stamp duty from retail customers for EUR 0.6 million. Conversely, other charges include non-recurring expenses for legal disputes amounting to EUR 0.2 million.

The loss before taxes amounted to EUR 3 million (EUR 5.5 million as at 30 June 2024). Taxes, positive for EUR 0.3 million, include EUR -0.1 million in taxes recognised by the parent company and EUR 0.5 million for the recovery of deferred tax assets on the SPVs' results and on consolidation entries.

The net loss for the period therefore stood at EUR 2.7 million, entirely attributable to the parent company.

Reclassified consolidated balance sheet as of 30 June 2025 and 31 December 2024

(amounts in millions of Euros)

Balance sheet	30/06/2025	31/12/2024	Delta	% Delta
Cash and cash equivalents	76	100	(24)	-24%
Financial assets	1,724	1,792	(68)	-4%
Financial assets held for trading	0	7	(1)	-90%
Other financial assets required to be measured at fair value	82	86	(4)	-5%
Financial assets at fair value through other comprehensive income	4	9	(5)	-57 %
Financial assets at amortised cost held with customers	1,638	1,696	(58)	-3%
Receivables from banks	12	11	1	9%
Shareholdings	-	-	-
Tangible and intangible assets	16	17	(1)	-9%
Tax assets (current and deferred)	13	15	(3)	-17%
Other assets	67	23	45	196%
Total assets	1,908	1,959	(51)	-3%
Funding and other financial liabilities	1,752	1,818	(66)	-4%

{86}------------------------------------------------

Amounts payable to banks	266	433	(167)	-39 %
Payables to customers	1,452	1,353	99	7%
Outstanding securities	30	28	2	7%
Financial liabilities from trading	0	0	-	0%
Liabilities measured at fair value	4	3	1	20%
Tax liabilities	3	4	(1)	-14%
Other liabilities	38	35	3	8%
Employee Severance Indemnity of the staff	0	0	-	0%
Provisions for liabilities and charges	1	0	1	117%
Shareholders' equity	113	101	12	12%
Share capital	39	39	-	0%
Reserves	77	73	4	5%
Shareholders' equity attributable to non-controlling interests	-	-	-
Profit / (Loss) for the period	(3)	(11)	8	-75%
Total liabilities and shareholders' equity	1,908	1,959	(51)	-3%

Analysis of the reclassified consolidated balance sheet

CF+ Group's total assets amounted to EUR 1,908.4 million (EUR 1,959.3 million as at 31 December 2024).

The item Cash and cash equivalents held at the banks amounted to EUR 76 million (EUR 100.2 million as at 31 December 2024), including the exposure to the Bank of Italy (EUR 54.7 million); in addition to the cash held at CF+ banks, this item also includes the liquidity of consolidated companies for EUR 11.5 million.

Financial assets held with customers amounted to EUR 1,724 million, compared to EUR 1,792 million as at 31 December 2024. Specifically:

financial assets mandatorily at fair value, amounting to EUR 81.8 million, relate to ABS securities issued by non-fully consolidated vehicles that do not pass the SPPI test (junior and mezzanine securities);
financial assets at fair value through other comprehensive income, amounting to EUR 4 million, refer to equity instruments of the parent company;
financial assets at amortised cost held with customers, amounting to EUR 1,638 million (EUR 1,696 million as at 31 December 2024), include:
- EUR 333.4 million in government bonds owned by the parent company classified as HTC instruments within assets at amortised cost;
- EUR 104.5 million in ABS securities, issued by non-fully consolidated vehicles, measured at amortised cost (senior and mezzanine securities that pass the SPPI test);
- EUR 215.5 million in loans and advances to customers purchased through securitisation vehicles (of which EUR 139.9 million in tax credits purchased by the companies Crediti Fiscali+ and Fairway and EUR 75.6 million in POCI non-performing loans purchased by the companies Ponente SPV, New Levante SPV, Cosmo SPV, Aventino SPV, Liberio SPV);
- EUR 2.1 million in POCI banking loan portfolios purchased directly by the parent company;
- EUR 8.2 million in leasing loan portfolios purchased directly by the parent company;
- EUR 786.3 million represented by loans and guaranteed financing provided by the parent company;

{87}------------------------------------------------

• EUR 188.1 million in factoring credits of CF+.

The contraction in financial assets compared to 31 December 2024 (-4%) is mainly attributable to the decrease in government bonds (-EUR 121.3 million compared to 31 December 2024, considering both the HTC and HTCS portfolios) and to the collections realised on ABS securities issued by SPVs not fully consolidated (EUR 9.2 million on securities at amortised cost and EUR 9.7 million on securities at fair value).

The aforementioned decrease was partially offset by the volumes generated by the parent company during the first half of 2025 in guaranteed finance (EUR 137.4 million in disbursements, a net increase of EUR 4 million after repayments and value adjustments) and in factoring (+EUR 18 million in carrying amount), as well as tax credit transactions carried out through Crediti Fiscali+ for a total of EUR 91.9 million (+EUR 45 million increase in carrying amount net of collections for the half-year).

During the half-year, EUR 60 million was collected from SPVs on fully consolidated portfolios, of which EUR 51.5 million related to tax credits.

The securities (and credits) underlying the Lazzaro securitisation issuance were not derecognised from the consolidated assets as the CF+ Group, as the sole noteholder of the ABS issued by Lazzaro, continues to be exposed to the risks and rewards of such assets. Therefore, they have been treated as transferred assets that are not derecognised.

Tangible and intangible assets amounted to EUR 15.9 million as at 30 June 2025 (EUR 17.4 million as at 31 December 2024).

Tangible assets include right-of-use assets recognised under IFRS 16 in relation to lease agreements for the Rome and Milan offices and for leased cars and printers, for a total of EUR 4.4 million.

As for intangible assets, the completion of the acquisition of the business unit attributable to BE TC S.r.l. resulted in the recognition, among the intangible assets, of goodwill amounting to EUR 0.5 million. Intangible assets also include goodwill relating to the acquisition of Be Credit Management S.p.A. for EUR 0.9 million, as well as goodwill and intangible assets for EUR 1.3 million and EUR 0.9 million respectively (net of amortisation), recognised as at 31 December 2021 during the purchase price allocation on the consideration paid for the purchase of the quotas of Fifty S.r.l. With the conclusion of the Purchase Price Allocation process conducted on the acquisition of the Credimi business unit, the value attributed to the acquired software was also recognised under this item (amounting to EUR 4.9 million as at 30 June 2025, net of amortisation).

The item "Other assets", totalling EUR 67 million, mainly includes:

‒ EUR 26.3 million in "Superbonus 110%" tax credits purchased directly by the parent company; "Superbonus 110" tax credits include EUR 5.3 million in positions purchased with the intent to resell to third parties and classified under the "other" business model (fair value through profit and loss);
‒ EUR 32.8 million relating to accrued income and prepaid expenses;
‒ EUR 1.8 million for the credit from counterparties for the indemnity due for the first half of 2025, under the aforementioned APS contract.

{88}------------------------------------------------

As at 30 June 2025, the item tax assets amounted to EUR 12.5 million (EUR 15.2 million as at 31 December 2024), of which EUR 7 million related to current assets and EUR 5.6 million to deferred tax assets. Current tax assets mainly relate to advances paid by the parent company, specifically on stamp duty (EUR 2.8 million), withholding tax on interest (EUR 3.8 million), and substitute tax on financing (EUR 0.2 million).

Deferred tax assets relate entirely to the parent company and include EUR 4.1 million for prioryear tax losses, EUR 0.8 million for benefits from "Aiuto alla Crescita Economica" ("ACE"), EUR 0.2 million for tax credits under Law 214/2011 relating to adjustments on credits deductible over multiple years, and EUR 0.5 million recognised as at 31 December 2022 in consideration of the tax step-up of goodwill for Fifty S.r.l. and BECM.

Under liabilities, the following are highlighted:

‒ amounts payable to banks for a total of EUR 265.9 million (EUR 433.2 million as at 31 December 2024), mainly including repurchase transactions carried out by CF+ on securities in portfolio for a total of EUR 210.6 million (EUR 252.9 million as at 31 December 2024) and ordinary advances from the Bank of Italy for EUR 55 million (EUR 180.3 million as at 31 December 2024);
‒ payables to customers for a total of EUR 1,452.1 million (EUR 1,353.4 million as at 31 December 2024), mainly including collection by the parent company through online deposits from retail customers amounting to EUR 1,333.9 million (EUR 1,276.9 million as at 31 December 2024), of which EUR 377.9 million are demand deposits or awaiting restriction and EUR 956.1 million, including accrued interest, restricted at an average fixed rate of 3.5% with maturities ranging from 3 to 84 months. Payables to customers also include a financing from Cassa Depositi e Prestiti for EUR 25 million and corporate customers deposits for EUR 84 million;
‒ outstanding securities for EUR 30.3 million, of which EUR 3 million equals the portion of notes issued by the consolidated Liberio SPV held by third-party investors and EUR 27.3 million, gross of accrued interest, relating to the subordinated loan issued on 13 October 2023 by CF+ for a nominal amount of EUR 25 million at a rate of 14.5%. The loan is computable as a Tier 2 equity instrument, in accordance with the provisions of Regulation (EU) No. 575/2013 ("CRR") and the Bank of Italy Circular No. 285 of 17 December 2013.

Financial liabilities at fair value as at 30 June 2025 amounted to EUR 4.1 million (EUR 3.4 million as at 31 December 2024) and relate to payables recognised for deferred prices concerning the former Artemide portfolio and the Crediti Fiscali+ portfolio, due to the companies Fire and BE TC S.r.l., respectively.

Total tax liabilities amounted to EUR 3.4 million (EUR 4 million as at 31 December 2024), of which EUR 0.1 million in current tax liabilities of the parent company and EUR 3.3 million in deferred tax liabilities, mainly attributable to the economic results of the segregated assets of the consolidated Law 130/99 special purpose vehicles (EUR 3 million) and, for the residual part (EUR 0.3 million), recognised by the parent company against the surplus value arising from the Credimi intangible asset during the final PPA.

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The Banca CF+ Group's shareholders' equity, including the loss for the half-year, amounted to EUR 113.4 million, of which EUR 0.008 million attributable to non-controlling interests, an increase compared to 31 December 2024 thanks to the payment of EUR 15 million into a future capital increase account made on 29 April 2025 by the majority shareholder.

Consolidated accounting statements

The consolidated accounting statements presented below have been subject to a limited auditing by EY S.p.A., which issued its limited audit report on 22 September 2025.

CONSOLIDATED BALANCE SHEET

(amounts in thousands of euros)

	Asset Items	30/06/2025	31/12/2024
10.	Cash and cash equivalents	76,116	100,185
20.	Financial assets measured at fair value through income statement	81,840	86,833
	a) financial assets held for trading	79	796
	b) financial assets designated at fair value;	-	-
	c) other financial assets required to be measured at fair value	81,762	86,037
30.	Financial assets at fair value through other comprehensive income	4,000	9,347
40.	Financial assets measured at amortised cost	1,650,512	1,707,511
	a) receivables from banks	12,442	11,422
	b) loans to customers	1,638,070	1,696,089
50.	Hedging derivatives	119	-
70.	Shareholdings	-	-
90.	Tangible assets	5,574	6,132
100.	Intangible assets	10,330	11,272
	of which:
	- goodwill	2,678	2,178
110.	Tax assets	12,548	15,193
	a) current	6,996	9,551
	b) deferred	5,552	5,642
130.	Other assets	67,367	22,777
	Total assets	1,908,406	1,959,251

(amounts in thousands of euros)

	Liabilities and shareholders' equity items	30/06/2025	31/12/2024
10.	Financial liabilities measured at amortised cost	1,748,284	1,815,015
	a) amounts payable to banks	265,853	433,247
	b) payables to customers	1,452,142	1,353,447
	c) outstanding securities	30,289	28,321
20.	Financial liabilities from trading	70	7
30.	Financial liabilities designated at fair value	4,073	3,396
60.	Tax liabilities	3,421	3,973
	a) current	86	74
	b) deferred	3,335	3,898
80.	Other liabilities	37,622	34,748
90.	Employee Severance Indemnity of the staff	485	385
100.	Provisions for risks and charges:	1,046	459
	a) commitments and guarantees given	-	-
	b) post-employment benefits and similar obligations	-	-
	c) other provisions for risks and charges	1,046	459
120.	Valuation reserves	3,827	3,979
150.	Reserves	25,230	11,407
160.	Issue surcharges	47,838	57,643
170.	Share capital	39,213	39,213
190.	Equity attributable to non-controlling interests (+/-)	8	8
200.	Profit / (Loss) for the financial year (+/-)	(2,710)	(10,983)
	Total liabilities and shareholders' equity	1,908,406	1,959,251

{90}------------------------------------------------

CONSOLIDATED INCOME STATEMENT

(amounts in thousands of euros)

	Items	30/06/2025	30/06/2024
10.	Interest income and similar income	61,622	58,801
20.	Interest expenses and similar charges	(30,768)	(30,577)
30.	Interest Margin	30,854	28,224
40.	Fee income	3,991	2,307
50.	Fee expenses	(2,988)	(2,140)
60.	Net fees	1,004	168
70.	Dividends and similar income	0	-
80.	Net result from trading	98	2,254
90.	Net result from hedging activities	3	-
100.	Profit / (Loss) on disposal or repurchase of:	2,389	926
	a) financial assets measured at amortised cost	2,061	926
	b) financial assets at fair value through other comprehensive income	328	-
110.	Net income of other financial assets and liabilities measured at fairvalue through income statement	1,188	3,651
	a) financial assets and liabilities designated at fair value	(765)	6,188
	b) other financial assets required to be measured at fair value	1,952	(2536)
120.	Intermediation margin	35,536	35,222
130.	Net Value Adjustments/Write-backs for Credit Risk of:	(10,169)	(5,850)
	a) financial assets measured at amortised cost	(10,171)	(5,850)
	b) financial assets at fair value through other comprehensive income	2	-
150.	Net result from financial operations	25,367	29,372
190.	Administrative expenses:	(27,100)	(22,900)
	a) staff expenditures	(14,842)	(13,245)
	b) other administrative expenses	(12,258)	(9,655)
200.	Net provisioning for provisions for risks and charges	(653)	27
	b) other net provisioning	(653)	27
210.	Net Value Adjustments/Write-backs on tangible assets	(962)	(898)
220.	Net Value Adjustments/Write-backs on intangible assets	(1,706)	(1,412)
230.	Other operating income/charges	2,017	1,336
240.	Operating costs	(28,404)	(23,847)
250.	Profit / (Loss) on shareholdings	-	-
290.	Profit / (Loss) from continuing operations, before taxes	(3,037)	5,525
300.	Income taxes on continuing operations for the financial year	327	(2,066)
310.	Profit / (Loss) from continuing operations, net of taxes	(2,710)	3,459
320.	Profit / (Loss) from discontinued operations, net of taxes	-	-
330.	Profit / (Loss) for the financial year	(2,710)	3,459
340.	Profit / (Loss) for the financial year attributable to non-controllinginterests	-	-
350.	Profit / (Loss) for the financial year attributable to the parentcompany	(2,710)	3,459

STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME

(amounts in thousands of euros)

	Items	30/06/2025	30/06/2024
10.	Profit / (Loss) for the financial year	(2,710)	3,459
	Other income components net of taxes without reversal to the incomestatement:	11	7
70.	Defined Benefit Plans	11	7
	Other income components net of taxes with reversal to the incomestatement:	(163)	-
150.	Financial assets (different from equity instruments) at fair value through othercomprehensive income	(163)	-
200.	Total other income components net of taxes	(152)	7

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210.	Comprehensive income (items 10+200)	(2,862)	3,466
220.	Consolidated comprehensive income attributable to non-controlling interests	-	-
230.	Consolidated comprehensive income attributable to the parent company	(2,862)	3,466

{92}------------------------------------------------

STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY AS AT 30 JUNE 2025

										Changes in the financial year
				Allocation ofprevious financialyear result						Transactions on shareholders' equity						equity as at 30/6/2025
	Existence as at 31/12/24	Change to opening balances	Existence at 1/1/2025	Reserves	Dividends and other allocations	Changes in reserves	Issuing new shares	Purchase of treasury shares	Extraordinary dividend distribution	Changes in equity instruments	Derivatives on treasury shares	Stock options	Changes in shareholdings	Comprehensive income as at 30/6/2025	equity as at 30/6/2025Shareholders'	Group' s shareholders'	equity as at 30/6/2025Shareholders'
Share capital:a) ordinary sharesb) other shares	39,221--	--	39,221--	--	--	-	--	--	--	--	--	--	-	--	39,221--	39,213--	8--
Issue surcharges	57,643	-	57,643	(9,805)	-		-	-	-	-	-	-		-	47,838	47,838	-
Reserves:a) of profitb) others	--3,2338,174	--	--3,2338,174	(1,177)	-	15,000	--	-	--	-	-	-	--	--	--3,23321,996	--3,23321,996	----
Valuation reserves	-3,979-	--	-3,979-	-	-		-	-	-	-	-	-	-	(152)	-3,837-	-3,837-	---
Equity instruments	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-
Treasury shares	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Profit / (Loss) for thefinancial year	(10,983)	-	(10,983)	10,983	-	-	-	-	-	-	-	-	-	(2,710)	(2,710)	(2,710)	-
Total shareholders' equity	101,268	-	101,268	-	-	-	-	-	-	-	-	-	-	(2,862)	113,406	113,398	8
Group shareholders' equity	101,260		101,260	-		-								(2,862)		113,398	-
Shareholders' equityattributable to noncontrolling interests	8	-	8									-		-	-	-	8

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STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY AS AT 30 JUNE 2024

										Changes in the financial year
				Allocation ofprevious financialyear result						Transactions on shareholders' equity						equity as at 30/6/2024
	Existence as at 31/12/23	Change to opening balances	Existence as at 1/1/2024	Reserves	Dividends and other allocations		Issuing new shares	Purchase of treasury shares	Extraordinary dividend distribution	Changes in equity instruments	Derivatives on treasury shares	Stock options	Changes in shareholdings	Comprehensive income as at 30/6/2024	equity as at 30/6/2024Shareholders'	Group' s shareholders'	equity attributable to non-controlling interests as at 30/6/2024Shareholders'
Share capital:a) ordinary sharesb) other shares	19,075--	--	19,075--	--	--	-	--	--	--	--	--	--	-	--	19,075--	19,067--	8--
Issue surcharges	88,060	-	88,060	(37,267)	-		-	-	-	-	-	-		-	50,793	50,793	-
Reserves:a) of profitb) others	--3,2335,901-	---	--3,2335,901-	2,273	-		--	-	--	-	-	-	--	--	--3,2338,174-	--3,2338,174-	-----
Valuation reserves	3,814-	-	3,814-	-	-		-	-	-	-	-	-	-	7	3,821-	3,821-	--
Equity instruments	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-
Treasury shares	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
Profit / (Loss) for thefinancial year	(34,994)	-	(34,994)	34,994	-	-	-	-	-	-	-	-	-	3,459	3,459	3,459	-
Total shareholders' equity	85,089		85,089	-	-	-	-	-	-	-	-	-	-	3,466	88,555	88,547	8
Group shareholders' equity	85,081		85,081	-										3,466	88,547	88,547	-
Shareholders' equityattributable to noncontrolling interests	8	-	8									-		-	8	-	8

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CONSOLIDATED STATEMENT OF CASH FLOWS - (Indirect Method)

(amounts in thousands of euros)

		Amount
A.	OPERATING ACTIVITY	30/06/2025	30/06/2024
1.	Operation	9,167	7,753
-	result for the financial year (+/-)	(2,710)	3,459
	capital gains/losses on financial assets held for trading and other financial
-	assets/liabilities at fair value through income statement (-/+)	(1,286)	(5,905)
-	capital gains/losses on hedging activities (+/-)	-	-
-	net value adjustments/write-backs for credit risk (+/-)	10,169	5,850
-	net value adjustments/write-backs on tangible and intangible fixed assets (+/-)	2,668	2,310
-	net provisioning for provisions for risks and charges and other costs / revenues (+/-)	653	(27)
-	unpaid taxes, fees and tax credits (+/-)	(327)	2,066
-	net value adjustments/write-backs of terminated operations net of the tax effect (+/-)	-	-
-	other adjustments (+/-)	0	0
2.	Cash generated/absorbed by financial assets	17,235	(100,178)
-	financial assets held for trading	718	(199)
-	financial assets designated at fair value	-	-
-	other financial assets required to be measured at fair value	6,228	4,507
-	financial assets at fair value through other comprehensive income	5,349	-
-	financial assets measured at amortised cost	46,828	(109,666)
-	other assets	(41,888)	5,180
3.	Cash generated/absorbed by financial liabilities	(64,302)	64,288
-	financial liabilities measured at amortised cost	(66,731)	63,417
-	financial liabilities from trading	161	1,518
-	financial liabilities designated at fair value	(88)	(903)
-	other liabilities	2,356	257
	Net cash generated/absorbed by operating activity	(37,900)	(28,137)
B.	INVESTMENT ACTIVITIES	30/06/2025	30/06/2024
1.	Cash generated by	-	-
-	shareholdings sale	-	-
-	dividends received on shareholdings	-	-
-	sales of tangible assets	-	-
-	sales of intangible assets	-	-
-	sale of business units	-	-
2.	Cash absorbed by	(1,169)	(2,174)
-	purchases of shareholdings	-	-
-	purchases of tangible assets	(405)	(232)
-	purchases of intangible assets	(764)	3,558
-	purchases of business units	-	(5,500)
	Net cash generated/absorbed by investment activities	(1,169)	(2,174)
C.	FUNDING ACTIVITY	30/06/2025	30/06/2024
-	issuance/purchase of treasury shares	-	-
-	issuance/purchase of equity instruments	15,000	-
-	dividend distribution and other purposes	-	-
	Net cash generated/absorbed by funding activities	15,000	-
	NET CASH GENERATED BY/ABSORBED IN THE FINANCIAL YEAR	(24,069)	(30,311)

Key: (+) Generated (-) Absorbed

RECONCILIATION
Financial statement itemsAmount
	30/06/2025	30/06/2024
Cash and cash equivalents at the beginning of the financial year	100,185	126,959
Total net cash generated by/absorbed in the financial year	(24,069)	(30,311)
Cash and cash equivalents: effect of exchange rate changes	-	-
Cash and cash equivalents at end of the financial year	76,116	96,648

Information on related party transactions

During the half-year, no atypical or unusual transactions were carried out with related parties that could have a significant impact on the equity and economic situation of the Banca CF+ Group. All the related party transactions were executed at arm's length and fall within Banca CF+ Group's scope of operations.

In addition to the above, always taking into account the wider scope of the connected persons, the following information is reported below.

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On 13 October 2023, the issue of a subordinated loan computable as a Tier 2 capital instrument was completed for a nominal amount of EUR 25 million, at the annual interest rate of 14.50%, in accordance with the provisions of Regulation (EU) No 575/2013 ("CRR") and the Bank of Italy Circular No. 285 of 17 December 2013. The issue, dematerialised and centralised at Euronext Securities Milan (Monte Titoli S.p.A.), was negotiated in the professional segment of the Euronext Access Milan multilateral trading system organised and managed by Borsa Italiana S.p.A.. The loan was signed for EUR 13.8 million by Orado Investments S.à r.l., a connected entity as a company belonging to the Elliott Group, and for EUR 0.7 million by other connected persons, that were members of Banca CF+'s Board of Directors.

On 1 February 2025, the acquisition by the parent company Banca CF+, of a business unit of Be TC S.r.l., a company belonging to the Be Finance group, was finalised. The purchase price of this business unit was determined in the amount of EUR 320,000. In this regard, it is recalled that a debt of EUR 2.5 million concerning the "deferred purchase price" ("DPP") of tax credits acquired by the vehicle Crediti Fiscali+ is recognised among financial liabilities measured at fair value towards Be TC Srl.

On 21 March 2025, CF+ signed a financial guarantee contract (so-called "Asset Protection Scheme" or "APS") with two counterparties belonging to the CF+ Group under the reference shareholder's control. The purpose of this financial guarantee concerned a portion of the asset-backed notes close to around 60% of the value of the legacy portfolio at 31 December 2024. Later, on 25 June 2025, it was extended to a further portion of the portfolio, allowing the scope to be broaden to about 80% of the aforementioned value by signing an addendum to the original contract, which had already provided for a specific option in this sense. The contract is entered into for 10 years and is aimed at nullifying the possible economic effects of any value adjustments on the portfolio. It provides for the Guarantors' obligation to make - at the request of Banca CF+ and in the event of specific contractual circumstances ("notes event") - a payment under the Guarantee to cover the economic loss incurred by CF+ itself. The amount of the up-front premium period paid by CF+ for the finalisation of this financial guarantee contract is EUR 0.55 million and has been recognised as a fee expense while the amount for future years has been deferred and recognised under Other Activities. In return for this contract, indemnities for EUR 1.76 million were requested and collected, recognised among the "Other operating income".

During the half-year, fee expenses totalling EUR 0.2 million were recognised in favour of the Gardant group for outsourced servicing activities it carried out in favour of the parent company as well as for the roles held in the securitisation of consolidated SPVs.

Finally, as of 30 June 2025, a credit line of EUR 2.4 million was in place, which was granted in 2020 to Leviticus Reoco S.r.l., a company controlled by European Investment Holding (related party of Banca CF+), for EUR 5 million, then reduced during 2023 to EUR 4.5 million.

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B.1.11 Recent trends and perspectives

As at the Offer Document Date, no events have occurred that are relevant to the economic, equity and financial situation of the Offeror, except for activities related to the launch of the Offer.

With regard to the other aspects that it worths mentioning, which have not had an impact on the equity and economic results represented, the following should be noted:

on 1 February 2025, the purchase of a Business Unit of Be TC S.r.l. ("BETC"), a company related to Be Finance and active in the field of financial and business management consultancy, operating in the field of promotion and conclusion of contracts for the purchase of loans or portfolios of tax credits against the Italian Tax Authority, was completed. The business unit, transferred at the price of EUR 320,000, includes organised production assets, mainly including 11 qualified resources, and the contract in place with Crediti Fiscali+ for the mediation activity aimed at the purchase of tax credits;
on 5 February 2025, the relevant CF+ structures were informed by the Special Servicer of a consolidated SPV (the "SPV" or the "vehicle") that the Italian State Council expressed an unfavourable opinion on the actions taken by the vehicle to promote the recovery of certain exposures against a consortium. The appointed lawyers confirmed the full recoverability of the credit claimed by the vehicle and initiated, by filing the necessary appeals, the actions before the European Court of Human Rights, indicating as remote the likelihood that the appeal may be rejected;
on 24 February 2025, the Bank of Italy carried out inspections against CF+ and Banca CF+ Group, under Articles 54 and 68 of Italian Presidential Decree No. 385 of 1 December 1993. As at the Offer Document Date, the Offeror has implemented most of the measures defined following the aforementioned inspections conducted by the Bank of Italy;
on 21 March 2025, CF+ signed a financial guarantee contract with certain counterparties under the reference shareholder's control and concerning ABS securities amounting to EUR 174.6 million. In June 2025, this guarantee was extended by signing an addendum to the original contract. As a result of this addendum, the amount guaranteed by APS increased by EUR 82.1 million. In accordance with the aforementioned contract, as at 30 June 2025, indemnities amounting to EUR 1.76 million had been requested and collected by CF+. The contract has a term of 10 years and the cost relevant to the half-year is equal to EUR 0.55 million;
on 4 November 2025, CF+ concluded the placement for an issue of Additional Tier 1 bonds intended for qualified investors amounting to EUR 40 million, perpetual and callable at maturity of five years from the date of issue and thereafter on each coupon payment date. The issue of securities has been structured on equal terms with a fixed coupon of 12% per annum until 11 November 2030, payable every six months. If CF+ decides not to exercise the early redemption option, the coupon would be redetermined on the basis of the 5-year swap rate in Euro at the recalculation date, increased by a

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spread of 1,000.8 basis points and will remain fixed for the next 5 years (until the following recalculation date). The terms of the bond loan also provide for a temporary reduction in nominal value if the Banca CF+ Group's CET1 ratio falls below 5.125%. Securities are listed on the Euronext Dublin Global Exchange Market multilateral trading facility.

B.1.12 Persons Acting in Concert

The following persons shall be considered as Persons Acting in Concert with the Offeror:

Tiber 2, EIHC, Elliott International, L.P. and Elliott International Limited, within the meaning of Article 101-bis, paragraph 4-bis, lett. b), of the Italian Consolidated Law on Finance, as they directly and indirectly control the Offeror; and
Gianluca Garbi, SGBS and Garbifin, within the meaning of Article 101-bis, paragraph 4 bis, lett. a), of the Italian Consolidated Law on Finance, as they are parties to the Agreement.

Without prejudice to the foregoing, the Offeror shall be the sole party to purchase the Shares tendered in acceptance of the Offer, as well as to bear the costs arising from the Offer.

B.1.13 Possible Mandatory Offer promoted by CF+

The consideration for each Share tendered to the Mandatory Offer and acquired by the Offeror will be the same as the Offer and, therefore, equal to EUR 1.80 of which: (i) EUR 1.382 in cash; and (ii) EUR 0.418 through the allocation of no. 21 shares of KK for each Share tendered to the Mandatory Offer, providing for a cash alternative of the same amount (EUR 0.418) at the choice of the offerees in the Mandatory Offer. It is understood that, if Borsa Italiana has already decided to start the trading of the KK shares on the Euronext Milan regulated market in such a way that the same are traded on the aforementioned regulated market by the payment date of the Mandatory Offer, such portion of the Mandatory Offer consideration will be paid in any case through the allocation of KK shares. The component referred to in point (ii) above shall be equal to the Deferred Consideration actually paid in the context of the Offer. Therefore, this component could also be lower than the value of EUR 0.418 if the allocation of all or part of KK shares is not possible in the framework of the Offer due to the transfer by Banca Sistema of KK shares to third parties, including for meeting contractual commitments arising from the KK Shareholders' Agreement (as better described in Section A, Paragraph A.4 of the Offer Document).

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B.2 INFORMATION ON THE ISSUER

B.2.1 Name, Legal Form and Registered Office

The corporate name of the Issuer is "Banca Sistema S.p.A.".

The Issuer is a joint-stock company incorporated under Italian law with registered office in Milan, Largo Augusto no. 1/A, at the corner of Via Verziere no. 13, registration number with the Milan Monza Brianza Lodi Companies Register, tax identification code and VAT No. 12870770158.

Furthermore, the Issuer is registered with the Bank of Italy's Banks Register under No. 03158.3 and, as parent company of the "Banca Sistema Banking Group", registered with the Banking Groups Register under No. 3158, and member of the Interbank Deposit Protection Fund and the National Guarantee Fund.

Issuer's Shares are listed on the Euronext STAR Milan, organised and managed by Borsa Italiana, with ISIN code IT0003173629.

B.2.2 Share Capital

As at the Offer Document Date, the Issuer's share capital amounted to EUR 9,650,526.24 divided into 80,421,052 ordinary shares with a nominal value of EUR 0.12 each. There are no other classes of shares. Each share entitles the holder to one vote, without prejudice to the possibility of obtaining increased voting rights in accordance with the relevant provisions of the current Articles of Association. According to the latest notices in accordance with Article 85-bis, paragraph 4-bis, of the Issuers' Regulation, as at the Offer Document Date, as a result of the increased voting rights pursuant to Article 127-quinquies of the Italian Consolidated Law on Finance and Article 5 of the Issuer's Articles of Association, the number of voting rights exercisable at the Issuer's shareholders' meetings is 82,378,940.

As at the Offer Document Date, 1,957,888 Issuer's Shares individually entitle each holder to two votes at the Shareholders' Meeting.

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As at the Offer Document Date, and to the best of the Offeror's knowledge, the Issuer does not hold Treasury Shares.

B.2.3 Major Shareholders

Based on the notices made pursuant to Article 120, paragraph 2, of the Italian Consolidated Law on Finance, as published on Consob's website on the Offer Document Date and other information available to the Offeror, the following persons appear to hold an actual shareholding (in terms of voting rights) greater than 5% of the Issuer's share capital (source: www.consob.it).

Declarant/ Person at the top of theownership structure	Direct Shareholder	% of voting capital
Fondazione Sicilia	Fondazione Sicilia	7.399%
Gianluca Garbi	SocietàdiGestionedellePartecipazioni in Banca Sistema S.r.l.	23.102%
	Garbifin S.r.l.	0.509%
	Total	23.611%
Fondazione Cassa di Risparmio diCuneo	Fondazione Cassa di Risparmio diCuneo	5.011%
Fondazione Cassa di Risparmio diAlessandria	Fondazione Cassa di Risparmio diAlessandria	7.399%

It should be noted that the percentages in the table above are taken from information available to the Offeror and from the website www.consob.it and derive from the notices made by the shareholders pursuant to Article 120 of the Italian Consolidated Law on Finance. Therefore, as specified therein, the percentages may not be in line with data processed and made public by different sources, if the change in the shareholding had not entailed any disclosure obligations for the shareholders.

As at the Offer Document Date, the Offeror does not hold, directly or indirectly, any shareholdings in the Issuer's share capital, except for any positions held for trading purposes.

As at the Offer Document Date, to the best of the Offeror's knowledge, there are no shareholders' agreements between the shareholders of Banca Sistema (without prejudice to the Agreement entered into between the Tendering Shareholders Signing the Agreement and the Offeror), nor is there any natural or legal person exercising control over the Issuer pursuant to Article 93 of the Italian Consolidated Law on Finance.

For further information on the Agreement, please refer to the essential information published in accordance with the terms and conditions set forth in Articles 122 of the Italian Consolidated Law on Finance and 130 of the Issuers' Regulation.

B.2.3.1 Major Shareholders of KK

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In view of the fact that part of the Offer's Consideration (i.e., the Deferred Consideration) consists of KK shares, for the sake of completeness, it should be noted that, as at the Offer Document Date, according to publicly available information, the parties listed in the table below directly or indirectly hold more than 5% of KK's share capital represented by voting shares.

Shareholder	Number of held shares	% of share capital and votingcapital
Banca Sistema	17,371,795	70.59
Fondazione Pisa	2,234,840	9.08
Fondazione CR Cuneo	2,233,940	9.08
Fondazione CR Alessandria	1,330,818	5.41
Mercato	1,438,200	5.84

B.2.4 Management and Control Bodies and Auditing Firm

Issuer's Board of Directors

Article 10 of the Issuer's Articles of Association stipulates that the company shall be managed by a board of directors consisting of a minimum of 7 (seven) and a maximum of 11 (eleven) members.

The Issuer's Board of Directors in office on the Offer Document Date, consisting of 9 (nine) members, was appointed on 24 April 2024, subsequently supplemented on 30 April 2025 following the resignation of 4 directors, and will expire on the date of the Shareholders' Meeting called to approve the financial statements for the year ending 31 December 2026.

The composition of the Issuer's Board of Directors is as follows:

Office	First name and surname
Chairperson of the Board of Directors	Luitgard Spögler (**)
Chief Executive Officer	Gianluca Garbi
Director	Gianpaolo Alessandro
Independent director	Marco Cuniberti (**)
Independent director	Giuliana Grassia (**)
Director	Alessandra Grendele
Independent director	Andrea De Tomas (**)
Independent director	Maria Gaia Soana (**)
Director	Daniele Pittatore

(**) Director meeting the independence requirements pursuant to the combined provisions of Articles 13 of Italian Decree of the Ministry of Economics and Finance No. 169/2020, 147-ter, paragraph 4, and 148, paragraph 3, of the Italian Consolidated Law on Finance and

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Article 2, Recommendation No. 7, of the Corporate Governance Code for listed companies adopted by Borsa Italiana, to which the Company adheres.

On 27 June 2025, Banca Sistema's Board of Directors appointed the following members of the Executive Committee: Gianluca Garbi, Gianpaolo Alessandro and Alessandra Grendele, with effect as of 1 July 2025. The Executive Committee will remain in office until the expiry of the Board of Directors' term of office, which is scheduled to end with the approval of the financial statements for the year ending 31 December 2026.

To the best of the Offeror's knowledge, as at the Offer Document Date, no member of the Issuer's Board of Directors holds Shares and/or other economic interests in the Issuer and/or other companies of the Group, nor do they hold any other office in the Group's companies, with the exception of Gianluca Garbi holding, directly and indirectly through SGBS and Garbifin, a total of 19,995,371 Banca Sistema Shares, equal to 24.86% of the Issuer's share capital, corresponding to 24.27% of the related voting rights, and who is the Chairperson of KK's Board of Directors.

Board Committees

As at the Offer Document Date, the Issuer's Board of Directors, to the best of the Offeror's knowledge, had established the following Board Committees with proactive, advisory, investigative and support functions:

Appointments Committee, including Maria Gaia Soana (as Chairperson), Marco Cuniberti and Giuliana Grassia;
Internal Control, Risk Management and Sustainability Committee, including Marco Cuniberti (as Chairperson), Andrea De Tomas, Daniele Pittatore and Maria Gaia Soana;
Ethics Committee, including Andrea De Tomas, Giuliana Grassia and Daniele Pittatore;
Remuneration Committee, including Giuliana Grassia (as Chairperson), Andrea de Tomas and Daniele Pittatore.

Board of Statutory Auditors

Pursuant to Article 17 of the Articles of Association, in accordance with the current gender balance legislation the Board of Statutory Auditors consists of three standing auditors and two alternate auditors, who remain in office for three financial years and may be re-elected.

The Issuer's Board of Statutory Auditors in office on the Offer Document Date was appointed by resolution of the Company's ordinary Shareholders' Meeting on 28 April 2023, subsequently supplemented on 30 April 2025 following the resignation of two auditors, and will remain in office until the Shareholders' Meeting called to approve the financial statements for the year ending 31 December 2025.

As at the Offer Document Date, the Issuer's Board of Statutory Auditors was composed of the members indicated in the table below:

Office	First name and surname
Chairperson of the Board of Statutory Auditors	Guido Paolucci

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Standing Statutory Auditor	Lucia Abati
Standing Statutory Auditor	Anna Maria Allievi
Alternate Statutory Auditor	Marco Armarolli
Alternate Statutory Auditor	Daniela D'Ignazio

To the best of the Offeror's knowledge, as at the Offer Document Date, none of the members of the Issuer's Board of Statutory Auditors holds any Shares and/or other economic interests in the Issuer and/or Group companies, nor do they hold any other office within Group companies, with the exception of Daniela D'Ignazio holding the office of Alternate Statutory Auditor of KK.

Auditing Firm

The Issuer's ordinary Shareholders' Meeting of 18 April 2019 entrusted the Auditing Firm BDO Italia S.p.A. with the following task: (i) statutory audit of the Issuer's financial statements and the Group's consolidated financial statements, including verification of the proper keeping of the company's accounts and the correct recording of management events in the accounting records for the financial years 2019-2027, as well as (ii) the limited audit of the half-yearly reports from 30 June 2019 to 30 June 2027.

B.2.5 Brief Description of the Group Headed by the Issuer

The Banca Sistema Group is a specialised, independent and diversified financial group operating in Italy, headed by Banca Sistema, established in 2011 and listed since 2015 on Euronext Milan, in the Euronext STAR Milan segment, which is organised and managed by Borsa Italiana.

Banca Sistema, which as at 30 September 2025 has 364 resources and carries out factoring activities, mainly with the Public Administration, is active in the field of "salary-backed loans" and carries out activities for pawn credit and as auction house through the group headed by Kruso Kapital.

The Banca Sistema Group aims to meet the companies' financial needs, acting as a link between the public and private sectors through an advanced and easily accessible banking offer.

The following is a graphic representation of main Banca Sistema Group's companies as at the Offer Document Date.

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(1) Joint Venture.

Source: Interim Management Report of Banca Sistema as at 30 September 2025

B.2.6 Recent Trends and Perspectives

On 21 March 2025, the Board of Directors of the Issuer approved the draft financial statements and the consolidated financial statements for the financial year ending 31 December 2024. The Issuer's financial statements for the financial year ended 31 December 2024 were approved by the Issuer's shareholders' meeting on 30 April 2025. The financial report for the financial year ended 31 December 2024, including the consolidated financial statements and financial statements of the Issuer as at 31 December 2024 (the "2024 Annual Financial Report"), complete with the annexes required by law, has been made available to the public by the Issuer on its website, www.bancasistema.it.

The 2024 Annual Financial Report, prepared in accordance with IFRS, was audited by the Auditing Firm BDO Italia S.p.A., which, on 28 March 2025, issued its audit report expressing an unqualified opinion with no emphasis of matters regarding both the financial statements and the consolidated financial statements of Banca Sistema for the year ended 31 December 2024.

In addition - following a specific request by the Bank of Italy within the scope of the findings addressed to the Issuer by the aforementioned supervisory authority on 20 December 2024 as a result of the inspections conducted by the same during the period July-October 2024 (for further information on which, reference is made to Paragraph A.5 of the Offer Document) the Board of Directors of Banca Sistema on 21 March 2025, as disclosed to the market, approved the update of the Banca Sistema's Capital Plan, the results of which highlight the substantial confirmation of the profit and capital ratio targets outlined in the 2024-2026 business plan approved in May 2024, which also takes into account the planned synthetic (SRT) and traditional securitisation transactions, the ECHR rulings, and further management initiatives.

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On 9 May 2025, the Issuer's Board of Directors approved the Group's interim management report as at 31 March 2025 (the "Interim Management Report as at 31 March 2025"), which was made available to the public by the Issuer on its website www.bancasistema.it.

On 1 August 2025, the Board of Directors of the Issuer approved the half-year financial report as at 30 June 2025 (the "2025 Half-Year Financial Report"), complete with the annexes required by law, which has been made available to the public by the Issuer on its website, www.bancasistema.it.

The 2025 Half-Year Financial Report, prepared in accordance with IFRS, was audited by the Auditing Firm BDO Italia S.p.A., which, on 4 August 2025, issued its audit report expressing an unqualified opinion with no emphasis of matters.

On 7 November 2025, the Issuer's Board of Directors approved the Group's interim management report as at 30 September 2025 (the "Interim Management Report as at 30 September 2025"), which was made available to the public by the Issuer on its website www.bancasistema.it.

2024 Annual Financial Report

The following tables show the consolidated balance sheet and income statement of the Banca Sistema Group as at 31 December 2024 (compared with the figures for the previous year), as presented in the 2024 Annual Financial Report available to the public on the Issuer's website at www.bancasistema.it.

In this regard, it should be noted that the Offeror has not carried out any independent verification of the data and information relating to Banca Sistema Group set out in the Offer Document.

Consolidated Balance Sheet
Asset Items (in thousands of Euros)	31 December '23	31 December '24
Cash and cash equivalents	250,496	93,437
Financial assets at fair value through other comprehensive income	576,002	1,147,197
Financial assets measured at amortised cost	3,396,281	2,873,051
a) receivables from banks	926	23,024
b) loans to customers	3,395,355	2,850,027
Hedging derivatives	-	-
Value adjustment of macro-hedged financial assets (+/-)	3,651	3,557
Shareholdings	995	984
Tangible assets	40,659	53,433
Intangible assets	35,449	47,233
of which goodwill	33,526	45,075
Tax assets	25,211	13,415
a) current	7,139	1,758
b) deferred	18,072	11,657
Non-current assets and groups of assets held for sale	64	-
Other assets	243,592	470,591
Total Assets	4,572,400	4,702,898

{105}------------------------------------------------

Consolidated Balance Sheet
Liabilities and shareholders' equity items (in thousands of Euros)		31 December '23 31 December '24
Financial liabilities measured at amortised cost	4,042,105	4,109,583
a) amounts payable to banks	644,263	127,257
b) payables to customers	3,232,767	3,761,395
c) outstanding securities	165,075	220,931
Hedging derivatives	3,646	3,561
Tax liabilities	24,816	31,809
a) current	456	1,659
a) deferred	24,360	30,150
Liabilities associated with assets held for sale	37	-
Other liabilities	181,902	196,583
Employee Severance Indemnity of the staff	4,709	5,215
Provisions for risks and charges:	37,836	41,470
a) commitments and guarantees given	59	28
c) other provisions for risks and charges	37,777	41,442
Valuation reserves	-12,353	4,112
Equity instruments	45,500	45,500
Reserves	168,667	176,640
Issue surcharges	39,100	39,100
Share capital	9,651	9,651
Treasury shares (-)	-355	-102
Equity attributable to non-controlling interests (+/-)	10,633	14,577
Profit for the financial year	16,506	25,199
Total liabilities and shareholders' equity	4,572,400	4,702,898

Consolidated Income Statement
Items (in thousands of Euros)		31 December '23 31 December '24
Interest income and similar income	178,434	196,255
of which: interest income calculated using the effective interest method	167,274	182,353
Interest expenses and similar charges	-111,479	-146,175
Interest Margin	66,955	50,080
Fee income	36,541	46,560
Fee expenses	-16,894	-19,838
Net fees	19,647	26,722
Dividends and similar income	227	227
Net result from trading	2,772	34,224
Net result from hedging activities	5	-5
Profit / (Loss) on disposal or repurchase of:	13,926	9,983
a) financial assets measured at amortised cost	12,608	6,374
b) financial assets at fair value through other comprehensive income	1,318	3,609
Intermediation margin	103,531	121,231
Net value adjustments/write-backs for credit risk of:	-4,574	-1,132
a) financial assets measured at amortised cost	-1	-911
b) financial assets at fair value through other comprehensive income	177	-221
Profits/losses from contractual changes without cancellations	-1	-102
Net result from financial operations	98,956	119,997
Administrative expenses	-64,773	-69,130
a) staff expenditures	-29,862	-32,452
b) other administrative expenses	-34,911	-36,678
Net provisioning for provisions for risks and charges	-3,171	-3,425

{106}------------------------------------------------

a) commitments and guarantees given	-35	31
b) other net provisioning	-3,136	-3,456
Net value adjustments/write-backs on tangible assets	-2,683	-2,644
Net value adjustments/write-backs on intangible assets	-598	-657
Other operating income/charges	-2,027	-2,234
Operating costs	-73,252	-78,090
Profit / (Loss) on shareholdings	25	-11
Profit / (Loss) from continuing operations, before taxes	25,729	41,896
Income taxes on continuing operations for the financial year	-8,502	-15,374
Profit from continuing operations, net of taxes	17,227	26,522
Profit / (Loss) from discontinued operations, net of taxes	-	-
Profit for the financial year	17,227	26,522
Result of the period attributable to minority interests	-721	-1,323
Profit for the period attributable to the parent company	16,506	25,199

{107}------------------------------------------------

	showbaldowi coulting to 21 December 124					Changes in the financial year									le toıt
Change in shareholders' equity as at 31 December '24	2/2023	lances	/1/2024		previous financialyear result			Transactions on sharehold			rs' eq	uity	as at	as at	butabts as a
Items (in thousands of Euros)	Existence as at 31/12,	Change to opening balances	Existence as at 1/1/2	as at 1		Changes in reserves	Issuing new shares	Issuing new sharesPurchase of treasuryshares		Change in equity instruments on treasury shares	Stock options	Changes in shareholdings	Comprehensive income a31/12/2024	Shareholders' equity and 31/12/2024	ers'112eq.ling112
Share capital:	_	-	-	-	-	-	-	-	-	-	-	_	-	-	-
a) ordinary shares	9,651	-	9,651	-	-	-	-	-	-	-	-	-	-	9,651
b) other shares	-	-	-	-	-	-	-	-	_	-	-	-	-	-	=
Issue surcharges	39,100	-	39,100	=	-	=		-	-	=	-	-	=	39,100	=
Reserves	168,667	-	168,667	11,282	-	-3,309	-	-	-	-	-	-	-	176,640	-
a) of profits	167,361	ı	167,361	11,282	-	-2,101	-	-	_	-	-	_	-	176,542	-
b) other	1,306	ı	1,306	ı	-	-1,208	-	-	_	-	-	-	-	98	-
Valuation reserves	-12,353	-	-12,353	-	-	-	-	_	-	-	-	-	16,465	4,112	-
Equity instruments	45,500	-	45,500	-	-	-	-	_	-	-	-	-	-	45,500	_
Treasury shares	-355	-	-355	-	-	-	-	253	-	-	-	-	-	-102	-
Profit / (Loss) for the financial year	16,506	-	16,506	-11,282	-5,224	-	-	_	-	-	-	-	25,199	25,199	-
Group shareholders' equity	266,716	_	266,716	-	-5,224	-3,309	-	253	_	-	-	_	41,664	300,100	-
Shareholders' equity attributable to non-controlling interests	10,633	-	10,633	1	-	1	ı	-	-	1	-	3,944	1	-	14,577

{108}------------------------------------------------

				Allocati	Allocation of			Chan	iges in the	financial ye	ar			.12.23	e to2.23
Change in shareholders' equity as at 31 December '23	31/12/2022	alances	/1/2023	previous fyear re	inancial	S	Tı	ransacti	ions on sha	areholders'	equity		as at	at 31.12	ributables at 31.1
Items (in thousands of Euros)	Existence as at 31/12/	as at	Change to opening balances	Change to opening bsExistence as at 1/1/	Reserves	Dividends and otherallocations	Changes in reserves	Issuing new shares	Purchase of treasury shares	Extraordinary dividenddistribution	Change in equityinstruments on treasuryshares	Stock options	Changes in shareholdings	Comprehensive income31/12/23	Shareholders' equity as	Shareholders' equity attributable tonon-controlling interests as at 31.12.2
Share capital:	-	-	-	-	-	-	_	-	-	_	-	-	-	-
a) ordinary shares	9,651	-	9,651	_	-	-	-	-	-	-	-	-	-	9,651	-
b) other shares	-	-	-	-	-	-	-	-	-	=	-	-	-	-	-
Issue surcharges	39,100	-	39,100	-	-	-	-	-	-	=	-	-	-	39,100	-
Reserves	155,037	-	155,037	16,818	-	-3,188	-	-	-	=	-	-	=	168,667	=
a) of profits	153,332	-	153,332	16,818	-	-2,789	-	-	-	-	-	-	-	167,361	=
b) other	1,705	-	1,705	-	-	-399	-	-	-	-	-	-	-	1,306	-
Valuation reserves	-24,891	-	-24,891	-	-	-	-	-	-	-	-	-	12,538	-12,353	-
Equity instruments	45,500	-	45,500	-	-	-	_	-		ì	_		-	45,500	-
Treasury shares	-559	-	-559	=	_	-	204	-	-	=	-	-	=	-355	-
Profit / (Loss) for the financial year	22,034	-	22,034	-16,818	-5,216	-	-	-	=	=	-	-	16,506	16,506	-
Group shareholders' equity	245,872	_	245,872	=	-5,216	-3,188	204	-	-	=	-	-	29,044	266,716	_
Shareholders' equity attributable to non-controlling interests	10,024	_	10,024	ı	-	_	ı	-	1	-	ı	609	1	-	10,633

{109}------------------------------------------------

Consolidated statement of cash flows (indirect method)
Items (in thousands of Euros)	31 December '23	31 December '24
A. OPERATING ACTIVITY
1. Operation	46,789	98,590
Result for the period (+/-)	16,506	25,199
Capital gains/losses on financial assets held for trading and other
financial assets/liabilities at fair value through income statement (-	-	-
/+)
Capital gains/losses on hedging activities (+/-)	-	-
Net value adjustments/write-backs for credit risk (+/-)	4,751	911
Net value adjustments/write-backs on tangible and intangible fixed
assets (+/-)	3,281	3,301
Net provisioning for provisions for risks and charges and other
costs / revenues (+/-)	3,171	3,425
Unpaid taxes, fees and tax credits (+/-)	190	7,094
Other adjustments (+/-)	18,890	58,660
2. Cash generated by / absorbed in financial assets	-19,119	-253,893
Financial assets held for trading	-	-
Financial assets designated at fair value	-	-
Other financial assets required to be measured at fair value	-	-
Financial assets at fair value through other comprehensive income	-16,220	-554,730
Financial assets measured at amortised cost	151,617	534,791
Other assets	-154,516	-233,954
3. Cash generated by / absorbed in financial liabilities	103,014	18,807
Financial liabilities measured at amortised cost	81,396	-7,054
Financial liabilities from trading	-	-
Financial liabilities designated at fair value	-	-
Other liabilities	21,618	25,861
Net cash generated by / absorbed in operating activity	130,684	-136,496
B. INVESTMENT ACTIVITIES	-	-
1. Cash generated by	-	-
Shareholdings sale	-	-
Dividends received on shareholdings	-	-
Sales of tangible assets	-	-
Sales of intangible assets	-	-
Purchases of subsidiaries and/or business units	-	-
2. Cash absorbed by	-1,765	-15,592
Purchases of shareholdings	-	-
Purchases of tangible assets	-234	-4,156
Purchases of intangible assets	-1,531	-861
Purchases of subsidiaries and/or business units	-	-10,575
Net cash generated by / absorbed in investment activity	-1,765	-15,592
C. FUNDING ACTIVITY	-	-
Issuance/purchase of treasury shares	204	253
Issuance/purchase of equity instruments	-	-
Dividend distribution and other purposes	-5,216	-5,224
Net cash generated by / absorbed in funding activity	-5,012	-4,971
NET CASH GENERATED BY / ABSORBED IN THE FINANCIAL YEAR	123,907	-157,059

2025 Half-Year Financial Report

The following tables show the consolidated balance sheet and income statement of the Banca Sistema Group as at 30 June 2025 (compared with the figures for the same period of the previous year or with the figures as at 31 December 2024), as presented in the 2025 Half-Year Financial Report available to the public on the Issuer's website at www.bancasistema.it.

{110}------------------------------------------------

In this regard, it should be noted that the Offeror has not carried out any independent verification of the data and information relating to Banca Sistema Group set out in the Offer Document.

Consolidated Balance Sheet
Asset Items (in thousands of Euros)	31 December '24	30 June '25
Cash and cash equivalents	93,437	151,145
Financial assets at fair value through other comprehensive income	1,147,197	1,029,095
Financial assets measured at amortised cost	2,873,051	2,715,709
a) receivables from banks	23,024	20,708
b) loans to customers	2,850,027	2,695,001
Hedging derivatives	-	-
Value adjustment of macro-hedged financial assets (+/-)	3,557	3,348
Shareholdings	984	934
Tangible assets	53,433	53,675
Intangible assets	47,233	47,782
of which goodwill	45,075	43,990
Tax assets	13,415	13,910
a) current	1,758	2,957
b) deferred	11,657	10,953
Non-current assets and groups of assets held for sale	-	-
Other assets	470,591	372,736
Total Assets	4,702,898	4,388,334

Consolidated Balance Sheet
Liabilities and shareholders' equity items (in thousands of Euros)	31 December '24	30 June '25
Financial liabilities measured at amortised cost	4,109,583	3,821,408
a) amounts payable to banks	127,257	98,375
b) payables to customers	3,761,395	3,545,946
c) outstanding securities	220,931	177,087
Financial liabilities designated at fair value	-	1,964
Hedging derivatives	3,561	3,330
Tax liabilities	31,809	33,640
a) current	1,659	2,950
a) deferred	30,150	30,690
Liabilities associated with assets held for sale	-	-
Other liabilities	196,583	150,715
Employee Severance Indemnity of the staff	5,215	5,045
Provisions for risks and charges:	41,470	37,660
a) commitments and guarantees given	28	18
c) other provisions for risks and charges	41,442	37,642
Valuation reserves	4,112	9,606
Equity instruments	45,500	45,500
Reserves	176,640	200,253
Issue surcharges	39,100	39,100
Share capital	9,651	9,651
Treasury shares (-)	-102	-
Equity attributable to non-controlling interests (+/-)	14,577	15,873
Profit for the financial year	25,199	14,589
Total liabilities and shareholders' equity	4,702,898	4,388,334

{111}------------------------------------------------

Consolidated Income Statement
Items (in thousands of Euros)	30 June '24	30 June '25

Interest income and similar income	95,784	91,191
of which: interest income calculated using the effective interest method	88,893	86,139
Interest expenses and similar charges	-74,760	-61,677
Interest Margin	21,024	29,514
Fee income	26,737	21,731
Fee expenses	-10,795	-8,101
Net fees	15,942	13,630
Dividends and similar income	227	227
Net result from trading	12,442	17,016
Net result from hedging activities	-6	18
Profit / (Loss) on disposal or repurchase of:	5,161	9,336
a) financial assets measured at amortised cost	3,719	3,899
b) financial assets at fair value through other comprehensive income	1,442	5,412
c) financial liabilities	-	25
Net income of other financial assets and liabilities measured at fair value through incomestatement	-	56
Intermediation margin	54,790	69,797
Net value adjustments/write-backs for credit risk of:	-3,866	-4,554
a) financial assets measured at amortised cost	-3,722	-4,592
b) financial assets at fair value through other comprehensive income	-144	38
Profits/losses from contractual changes without cancellations	-2	-4
Net result from financial operations	50,922	65,239
Administrative expenses	-33,356	-36,955
a) staff expenditures	-16,396	-16,664
b) other administrative expenses	-16,960	-20,291
Net provisioning for provisions for risks and charges	-1,391	-3,966
a) commitments and guarantees given	-6	11
b) other net provisioning	-1,385	-3,977
Net value adjustments/write-backs on tangible assets	-1,238	-1,456
Net value adjustments/write-backs on intangible assets	-326	-652
Other operating income/charges	-4,026	1,740
Operating costs	-40,337	-41,289
Profit / (Loss) on shareholdings	-25	139
Profit / (Loss) from continuing operations, before taxes	10,560	24,089
Income taxes on continuing operations for the financial year	-4,039	-8,208
Profit from continuing operations, net of taxes	6,521	15,881
Profit / (Loss) from discontinued operations, net of taxes	-	-
Profit for the financial year	6,521	15,881
Result of the period attributable to minority interests	-561	-1,292
Profit for the period attributable to the parent company	5,960	14,589

{112}------------------------------------------------

				Alloca	tion of			Cł	nanges ir	n the financia	ıl year			6/25	e to6/25
Change in shareholders' equity as at 30 June '25	/12/2024	balances	1/1/2025	previous financialyear result		S	Transactions on shareholders' equity					.y	e as at	at 30/	attributable tots as at 30/6/25
Items (in thousands of Euros)	Existence as at 31/1	Change to opening balances	Existence as at $1/1$	Reserves	Dividends and otherallocations	Changes in reserves	Issuing new shares	Purchase of treasuryshares	Extraordinary dividenddistribution	Change in equityinstruments on treasuryshares	Stock options	Changes inshareholdings	Comprehensive income30/06/2025	Shareholders' equity as	Shareholders' equity atnon-controlling interests
Share capital:	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-
a) ordinary shares	9,651	-	9,651	=	-	-	-	-	-	=	-	-	-	9,651	=
b) other shares	-	-	-	=	-	-	-	-	-	=	-	-	-	-	=
Issue surcharges	39,100	-	39,100	=	-	-	-	-	-	=	=	=	=	39,100	-
Reserves	176,640	-	176,640	25,199	-	-1,586	-	-	-	=	-	-	=	200,253	-
a) of profits	176,542	-	176,542	25,199	-	736	-	-	-	=	-	-	=	202,477	-
b) other	98	-	98	-	-	-2,322	-	-	-	=	-	-	=	-2,224	-
Valuation reserves	4,112	-	4,112	-	-	_	-	-	-	=	-	-	5,494	9,606	-
Equity instruments	45,500	-	45,500	-	-	_	-	-	-	=	-	-	=	45,500	-
Treasury shares	-102	-	-102	=	-	-	-	102	-	=	-	-	-	-	=
Profit / (Loss) for the financial year	25,199	-	25,199	-25,199	-	-	-	_	-	=	-	-	14,589	14,589	-
Group shareholders' equity	300,100	-	300,100	-	-	-1,586	-	102	-	-	_	-	20,083	318,699	-
Shareholders' equity attributable to non-controlling interests	14,577	-	14,577	ı	ı	-	-	-	-	-	-	1,296	-	_	15,873

{113}------------------------------------------------

								Char	nges in the	financial yea	ır			24	to/24
Change in shareholders' equity as at 30 June '24	12/2023	balances	1/1/2024		of previousyear result			Transac	tions on sl	nareholders' e	equity		as at	at 30/6/;	ributable ts at 30/6,
Items (in thousands of Euros)	Existence as at 31/12/;	as at 31/	as at 31/	as at 31/	as at 31/	as at 31/	as at 31/	as at 31/	Change to opening ba	Existence as at 1/1/	Reserves	Dividends and otherallocations	Changes in reserves	Issuing new shares	Purchase of treasuryshares	Extraordinary dividenddistribution	Change in equityinstruments on treasuryshares	Stock options	Changes in shareholdings	Comprehensive income as 30/6/24	Shareholders' equity as at 30/6/24	Shareholders' equity attributable tonon-controlling interests as at 30/6/2
Share capital:	I	-	-	-	=	-	-	-	-	=	-	=	=	=	-
a) ordinary shares	9,651	-	9,651	-	-	-	-	-	-	-	-	_	_	9,651	-
b) other shares	-	-	-	-	-	-	-	-	-	1	-	-	-	-	-
Issue surcharges	39,100	-	39,100	-	-	-	-	-	-	-	-	-	-	39,100	-
Reserves	168,667	-	168,667	11,282	-	-2,336	-	-	-	-	-	-	-	177,613	-
a) of profits	167,361	-	167,361	11,282	-	-2,378	-	-	-	-	-	-	-	176,265	-
b) other	1,306	-	1,306	-	-	42	-	-	-	-	-	-	-	1,348	-
Valuation reserves	-12,353	-	-12,353	-	-	-	-	-	-	-	-	-	1,345	-11,008	-
Equity instruments	45,500	-	45,500	-	-	-	-	-	-	-	-	-	-	45,500	-
Treasury shares	-355	-	-355	-	-	-		253	-	-	_	-	-	-102	-
Profit / (Loss) for the financial year	16,506	-	16,506	-11,282	-5,224	-	-	_	-	-	-	-	5,960	5,960	_
Group shareholders' equity	266,716	_	266,716	-	-5,224	-2,336	_	253	-	-	_	-	7,305	266,714	_
Shareholders' equity attributable to non-controlling interests	10,633	-	10,633	-	-	-	-	-	-	1	-	3,686	-	-	14,319

{114}------------------------------------------------

Consolidated statement of cash flows (indirect method)
Items (in thousands of Euros)	30 June '24	30 June '25
A. OPERATING ACTIVITY
1. Operation	70,732	94,436
Result for the period (+/-)	5,960	14,589
Capital gains/losses on financial assets held for trading and other
financial assets/liabilities at fair value through income statement (-/+)	-	-
Capital gains/losses on hedging activities (+/-)	-	-
Net value adjustments/write-backs for credit risk (+/-)	3,722	4,554
Net value adjustments/write-backs on tangible and intangible fixed	1,564	2,108
assets (+/-)
Net provisioning for provisions for risks and charges and other costs /	1,391	3,966
revenues (+/-)	3,614	5,621
Unpaid taxes, fees and tax credits (+/-)	54,481	63,598
Other adjustments (+/-)	-136,009	377,715
2. Cash generated by / absorbed in financial assets	-	-
Financial assets held for trading	-	-
Financial assets designated at fair value	-	-
Other financial assets required to be measured at fair value	-522,396	123,596
Financial assets at fair value through other comprehensive income	534,365	156,430
Financial assets measured at amortised cost	-147,978	97,689
Other assets	84,732	-412,836
3. Cash generated by / absorbed in financial liabilities	61,263	-362,591
Financial liabilities measured at amortised cost	-	-
Financial liabilities from trading	-	1,964
Financial liabilities designated at fair value	23,469	-52,209
Other liabilities	19,455	59,315
Net cash generated by / absorbed in operating activity	-	-
B. INVESTMENT ACTIVITIES1. Cash generated by	-	-
Shareholdings sale	-	-
Dividends received on shareholdings	-	-
Sales of tangible assets	-	-
Sales of intangible assets	-	-
Purchases of subsidiaries and/or business units	-	-
2. Cash absorbed by	-765	-1,709
Purchases of shareholdings	-	-
Purchases of tangible assets	-104	-1,517
Purchases of intangible assets	-661	-192
Purchases of subsidiaries and/or business units	-	-
Net cash generated by / absorbed in investment activity	-765	-1,709
C. FUNDING ACTIVITY	-	-
Issuance/purchase of treasury shares	253	102
Issuance/purchase of equity instruments	-	-
Dividend distribution and other purposes	-	-
Net cash generated by / absorbed in funding activity	253	102
	18,943	57,708
NET CASH GENERATED BY / ABSORBED IN THE FINANCIAL YEAR

Interim Management Report as at 30 September 2025

The following tables show the main consolidated figures from the balance sheet and income statement of the Banca Sistema Group as at 30 September 2025 (compared with the figures relating to the nine months ended on 30 September of the previous year and the figures as at

{115}------------------------------------------------

31 December 2024), as presented in the Interim Management Report as at 30 September 2025 available to the public on the Issuer's website at www.bancasistema.it.

In this regard, it should be noted that the Offeror has not carried out any independent verification of the data and information relating to Banca Sistema Group set out in the Offer Document.

Consolidated Balance Sheet
Asset Items (in thousands of Euros)		31 December '24 30 September '25
Cash and cash equivalents	93,437	261,285
Financial assets measured at fair value through income statement	-	928
Financial assets at fair value through other comprehensive income	1,147,197	930,417
Financial assets measured at amortised cost	2,873,051	2,652,302
a) receivables from banks	23,024	141
b) loans to customers	2,850,027	2,652,161
Hedging derivatives	-	-
Value adjustment of macro-hedged financial assets (+/-)	3,557	2,703
Shareholdings	984	967
Tangible assets	53,433	54,012
Intangible assets	47,233	47,502
of which goodwill	45,075	43,990
Tax assets	13,415	11,894
a) current	1,758	12
b) deferred	11,657	11,882
Non-current assets and groups of assets held for sale	-	-
Other assets	470,591	356,391
Total Assets	4,702,898	4,318,401

Consolidated Balance Sheet
Liabilities and shareholders' equity items (in thousands of Euros)	31 December '2024 30 September '25
Financial liabilities measured at amortised cost	4,109,583	3,727,941
a) amounts payable to banks	127,257	68,812
b) payables to customers	3,761,395	3,467,196
c) outstanding securities	220,931	191,933
Financial liabilities designated at fair value	-	1,466
Hedging derivatives	3,561	2,672
Tax liabilities	31,809	35,556
a) current	1,659	4,500
a) deferred	30,150	31,056
Liabilities associated with assets held for sale	-	-
Other liabilities	196,583	166,322
Employee Severance Indemnity of the staff	5,215	5,444
Provisions for risks and charges:	41,470	39,398
a) commitments and guarantees given	28	8
c) other provisions for risks and charges	41,442	39,390
Valuation reserves	4,112	7,681
Equity instruments	45,500	45,500
Reserves	176,640	200,253
Issue surcharges	39,100	39,100
Share capital	9,651	9,651

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Equity attributable to non-controlling interests (+/-)	14,577	16,418
Profit for the financial year	25,199	20,999
Total liabilities and shareholders' equity	4,702,898	4,318,401

Consolidated Income Statement
Items (in thousands of Euros)		30 September '24 30 September '25
Interest income and similar income	143,555	136,567
of which: interest income calculated using the effective interest method	132,862	129,306
Interest expenses and similar charges	-110,931	-88,289
Interest Margin	32,624	48,278
Fee income	36,422	33,499
Fee expenses	-15,380	-12,502
Net fees	21,042	20,997
Dividends and similar income	227	227
Net result from trading	23,948	23,147
Net result from hedging activities	-7	31
Profit / (Loss) on disposal or repurchase of:	7,116	13,509
a) financial assets measured at amortised cost	4,622	4,856
b) financial assets at fair value through other comprehensive income	2,494	8,628
c) financial liabilities	-	25
Net income of other financial assets and liabilities measured at fair value through income
statement	-	-30
Intermediation margin	84,950	106,159
Net value adjustments/write-backs for credit risk of:	-4,842	-8,128
a) financial assets measured at amortised cost	-4,654	-8,197
b) financial assets at fair value through other comprehensive income	-188	69
Profits/losses from contractual changes without cancellations	-102	1
Net result from financial operations	80,006	98,032
Administrative expenses	-50,364	-56,364
a) staff expenditures	-24,862	-24,844
b) other administrative expenses	-25,502	-31,520
Net provisioning for provisions for risks and charges	-2,806	-5,077
a) commitments and guarantees given	-3	21
b) other net provisioning	-2,803	-5,098
Net value adjustments/write-backs on tangible assets	-1,867	-2,225
Net value adjustments/write-backs on intangible assets	-484	-985
Other operating income/charges	-3,413	1,709
Operating costs	-58,934	-62,942
Profit / (Loss) on shareholdings	-28	172
Profit / (Loss) from continuing operations, before taxes	21,044	35,262
Income taxes on continuing operations for the financial year	-7,897	-12,426
Profit from continuing operations, net of taxes	13,147	22,836
Profit / (Loss) from discontinued operations, net of taxes	-	-
Profit for the financial year	13,147	22,836
Result of the period attributable to minority interests	-838	-1,837
Profit for the period attributable to the parent company	12,309	20,999

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B.3 INTERMEDIARIES

UniCredit Bank GmbH, Milan branch, with registered office in Milan, Piazza Gae Aulenti No. 4, registered in the Register of Banks under no. ABI 03081.7, registration number in the Milan Monza Brianza Lodi Companies Register 09144100154, has been appointed by the Offeror as the intermediary in charge of coordinating the collection of acceptances of the Offer (the "Intermediary in Charge for Coordinating the Collection of Acceptances").

The intermediaries responsible for collecting the Acceptance Forms and authorised to sign and deliver them (the "Intermediaries in Charge") are the following:

(i) UniCredit Bank GmbH, Milan Branch;
(ii) Banca Monte dei Paschi di Siena S.p.A;
(iii) BNP Paribas, Italian Branch;
(iv) Intermonte SIM S.p.A.

The Acceptance Forms may also be delivered to the Intermediaries in Charge through any depositary intermediary (such as banks, SIMs, investment companies, stockbrokers) authorised to provide financial services and members of the centralised management system of Monte Titoli S.p.A. (the "Depositary Intermediaries"), in accordance with the terms specified in Section F, Paragraph F.1.2, of the Offer Document.

The Intermediaries in Charge or the Depositary Intermediaries will verify that the Acceptance Forms and the relevant Shares subject to the Offer are correct and consistent with the terms and conditions of the Offer and will pay the Consideration in accordance with Section F, Paragraphs F.5 and F.6, of the Offer Document.

On the Payment Date or, where applicable, on the payment date of the Commitment to Squeeze-Out under Article 108, paragraph 1 of the Italian Consolidated Law on Finance, the Intermediary in Charge for Coordinating the Collection of Acceptances will transfer the tendered Shares subject to the Offer to a securities account in the name of the Offeror.

The Offer Document and related annexes, the Acceptance Form and the documents listed in Section N of the Offer Document are available at the registered offices of the Intermediary in Charge for Coordinating the Collection of Acceptances, the Intermediaries in Charge, the Offeror and the Issuer.

B.4 Global Information Agent

Georgeson S.r.l., with registered office in Rome, Via Nizza No. 128, has been appointed by the Offeror as Global Information Agent for the purpose of providing information relating to the Offer to all shareholders of the Issuer. To this end, Global Information Agent has set up a dedicated email account [email protected], a toll-free number from Italy

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800 189034, or alternatively a direct line 06 45229396 (from landlines, mobiles and abroad). These channels shall be available from Monday to Friday from 9:00 to 18:00 (Central European Time). The reference website of the Global Information Agent is www.georgeson.com/it.

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C. CATEGORIES AND QUANTITIES OF FINANCIAL INSTRUMENTS SUBJECT TO THE OFFER

C.1 CATEGORY OF FINANCIAL INSTRUMENTS SUBJECT TO THE OFFER AND THEIR QUANTITIES

The Offer covers a maximum of 80,421,052 ordinary shares of the Issuer (i.e., all shares issued by Banca Sistema as at the Offer Document Date), including any treasury shares held from time to time, directly and indirectly, by the Issuer.

The Offeror reserves the right to purchase Shares outside the Offer, subject to applicable regulations. Any purchases made outside of the Offer, according to the applicable legislation, will be disclosed to the market pursuant to Article 41(2)(c) of the Issuers' Regulation. The Offer does not concern financial instruments other than Shares.

The Shares tendered in response to the Offer must be freely transferable to the Offeror and free from encumbrances of any kind and nature whatsoever, whether they be collateral, compulsory or sureties.

The Offer is addressed, indiscriminately and on equal terms, to all shareholders of the Issuer.

As at the Offer Document Date, insofar as it is known to the Offeror, the Issuer has not issued any bonds convertible into Shares and/or financial instruments granting voting rights, even limited to specific topics, in ordinary and extraordinary shareholders' meetings of the Issuer, and/or other financial instruments which may grant third parties in the future rights to acquire Shares or, more simply, voting rights, even of a limited nature.

C.2 NOTICES OR APPLICATIONS FOR AUTHORISATION REQUIRED BY APPLICABLE LEGISLATION

It should be noted that, prior to the Offer Document Date, the Offeror obtained the Prior Authorisations and, specifically, the authorisation from: (i) the European Central Bank for the direct and indirect acquisition of a controlling interest in the Issuer, pursuant to Articles 22 et seq. of Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013, as well as Articles 19 and 22 of the Italian Consolidated Law on Banking, obtained on 12 January 2026; (ii) the Bank of Italy for the indirect acquisition of a controlling interest in KK, pursuant to Articles 19 and 22 of the Italian Consolidated Law on Banking, as referred to in Article 110 of the Italian Consolidated Law on Banking, obtained on 13 January 2026; (iii) the Bank of Italy for the acquisition by the Offeror of direct and indirect shareholdings which, in the aggregate, exceed 10% of the consolidated own funds of the Offeror's banking group, pursuant to Articles 53 and 67 of the Italian Consolidated Law on Banking, as implemented in Part Three, Chapter I, Section V, of the Bank of Italy Circular No. 285 of 17 December 2013, obtained on 13 January 2026; (iv) the Bank of Italy pursuant to Article 56 of the Italian Consolidated Law on Banking and Title III, Chapter 1, Sections II and III, of the Bank of Italy Circular No. 229 of 21 April 1999 for the amendments to the articles of association related to the capital increase aimed at maintaining regulatory capital requirements, as well as pursuant to Articles 26 and 28 of Regulation (EU) 575/2013 to include the newly issued shares among Common Equity Tier 1 instruments, obtained on 13 January 2026.

With reference to the aforementioned authorisation issued by the European Central Bank, it is specified that, given the unsolicited nature of the transaction, the Supervisory Authority has

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mandated that, upon completion of the Offer, Banca CF+ shall conduct a due diligence process to determine the badwill arising from the transaction within six months of its completion. Such due diligence must be certified by an auditing firm and submitted without delay to the Bank of Italy. Following this, Banca CF+ must also determine, within the following month, the potential adoption of any resulting mitigation actions, where necessary.

Regarding the authorizations issued by the Bank of Italy, the Supervisory Authority has required the Offeror to implement a series of requirements and activities in the event of a successful Offer and following the entry of Banca Sistema into the Banca CF+ banking group. These include, by way of example: the preparation of a comprehensive action plan for the integration of Banca Sistema; an internal audit review to verify the effectiveness of the group's organizational structures post-merger; a plan to diversify funding sources by reducing reliance on foreign online platforms; and the systematic monitoring of the evolution of economic and financial figures.

For the sake of completeness, it should also be noted that the Issuer's Shareholders who, as a result of the acceptance of the Offer, will directly or indirectly hold a Qualified Shareholding in KK subject to prior authorisation pursuant to Articles 19 and 110 of the Italian Consolidated Law on Banking, will be required to submit an application to the Bank of Italy, pursuant to Articles 19 and 110 of the Italian Consolidated Law on Banking, in order to obtain the Qualified Shareholding Authorisation.

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D. FINANCIAL INSTRUMENTS OF THE ISSUER OR HAVING AS UNDERLYING SUCH INSTRUMENTS HELD BY THE OFFEROR, INCLUDING THROUGH TRUST COMPANIES OR INTERPOSED PERSON

D.1 NUMBER AND CATEGORIES OF FINANCIAL INSTRUMENTS OF THE ISSUER HELD BY THE OFFEROR

As at the Offer Document Date, the Offeror does not hold, directly or through subsidiaries, trustees or intermediaries, Shares or other financial instruments issued by the Issuer or having such instruments as their underlying asset, except for any positions held for trading purposes.

D.2 POSSIBLE CONTANGO AGREEMENTS, AGREEMENTS OF SECURITIES LENDING, AGREEMENTS ESTABLISHING USUFRUCT OR PLEDGE RIGHTS OVER THE ISSUER'S FINANCIAL INSTRUMENTS OR ANY OTHER AGREEMENTS HAVING AS THEIR UNDERLYING SUCH FINANCIAL INSTRUMENTS

As at the Offer Document Date, the Offeror and, to the Offeror's knowledge, the Persons Acting in Concert have not entered into any contango agreements (contratti di riporto), agreements of securities lending, agreements establishing usufruct or pledge rights over the Shares nor have entered into any other commitments having as their underlying the Banca Sistema Shares (such as, but not limited to, options, futures, swaps, forward agreements on such financial instruments), either directly or through trust companies or interposed person or subsidiaries.

D.3 NUMBER AND CATEGORIES OF FINANCIAL INSTRUMENTS OF THE ISSUER HELD BY THE PERSONS ACTING IN CONCERT

As at the Offer Document Date

Tiber 2, EIHC, Elliott International, L.P. and Elliott International Limited do not own, directly or through subsidiaries, trusts or third persons, any Shares, or other financial instruments issued by the Issuer or having such instruments as underlying instruments;
SGBS holds 18,578,900 Banca Sistema ordinary shares, representing 23.10% of its share capital and 22.55% of the voting rights;
Garbifin holds 470,453 Banca Sistema ordinary shares, representing 0.58% of its share capital and 0.57% of the voting rights;
Gianluca Garbi personally holds 946,018 Banca Sistema ordinary shares, representing 1.18% of its share capital and 1.15% of the voting rights. Furthermore, Gianluca Garbi is the sole shareholder of Garbifin, which in turn holds a controlling interest in SGBS. Gianluca Garbi therefore holds, directly and indirectly through the aforementioned companies, a total of 19,995,371 ordinary shares in Banca Sistema, equal to approximately 24.86% of the Issuer's share capital, corresponding to 24.27% of the related voting rights.

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E. UNIT CONSIDERATION FOR FINANCIAL INSTRUMENTS AND ITS JUSTIFICATION

E.1 INDICATION OF THE UNIT CONSIDERATION AND ITS DETERMINATION

CF+ will pay a consideration amounting to maximum EUR 1.80 for each Share tendered to the Offer, composed as follows:

(a) EUR 1.382 in cash (the "Initial Consideration"), to be paid on the trading day agreed with Borsa Italiana (i.e. on 6 March 2026), without prejudice to any extensions or other changes of the Offer that may occur in accordance with current provisions of law or regulation (the "Payment Date"); and
(b) maximum EUR 0.418 (the "Deferred Consideration" and, together with the Initial Consideration, the "Consideration") to be paid within 6 months from the Initial Consideration Payment Date (the "Deferred Consideration Payment Date") through the allocation of 21 shares of Kruso Kapital S.p.A., a company with shares admitted to trading on the Euronext Growth Milan multilateral trading facility organised and managed by Borsa Italiana (the "Material Subsidiary" or "KK"), after splitting the outstanding shares of KK on the basis of the ratio 1:98, for each Share tendered to the Offer.

It is understood that:

(i) if it is not possible to allocate all or part of the KK shares, after splitting, by the Deferred Consideration Payment Date, to the Company's shareholders subscribing to the Offer, an amount of EUR 0.0199 in cash shall be paid - by the 10° (tenth) following business day (the "Cash Deferred Consideration Payment Date") - for each KK share, after the stock split, not allocated (and, therefore, in case none of the 21 KK shares may be allocated, after the stock split, the amount to be paid shall be EUR 0.418 for each Share tendered to the Offer, i.e. equal to the full Deferred Consideration); and

(ii) by way of derogation from point (i) above, only if (aa) it is not possible to allocate all or part of the KK shares due to the transfer by Banca Sistema of KK shares to third parties - also as performance of existing contractual commitments with reference to the KK Shareholders' Agreement (as better described in Section A, Paragraph A.3 of the Offer Document) - and (bb) such transfer is made at an average price per KK share more than 10% lower than EUR 1.95 (which represents the average price of KK shares (before the splitting) weighted by volumes in the 30 days prior to the Announcement Date), the Company's shareholders subscribing to the Offer will be paid an amount equal to: (average transfer price per KK share multiplied5 by 0.21436 ) in cash for each Banca Sistema Share tendered to the Offer by the Cash Deferred Consideration Payment Date. For the sake of clarity it should be noted that, if the case referred to in point (ii) above were to be invoked, the Deferred Consideration would therefore be paid in monetary

5 This shall be understood as the average price per KK share at which the sales of KK shares by Banca Sistema would be carried out, resulting in the Offeror's inability to use such KK shares for the purpose of paying the Deferred Consideration through the allocation of KK shares. In the event of unavailability due to the exercise of the Call Option by the Foundations, this average sale price would coincide with the exercise price of each Call Option.

6 This numerical factor of 0.2143 is equal to the ratio between the 17,233,083 KK shares held by Banca Sistema considered for the purposes of the Offer, and the 80,421,052 Banca Sistema shares.

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form and would be less than EUR 0.418. By way of example, in the event that the sale by Banca Sistema of KK shares to third parties referred to in points (aa) and (bb) above is carried out at an average price per KK share of EUR 1.658 (15% lower than EUR 1.95), the shareholders of the Company accepting the Offer shall be entitled to receive, as Deferred Consideration, a cash amount equal to EUR 0.355 for each Banca Sistema Share tendered instead of EUR 0.418 and, therefore, the Consideration (including the Initial Consideration of EUR 1.382) would amount to a total of EUR 1.737 instead of EUR 1.80.

For the above purposes, it should be noted that:

as of the Offer Document Date, KK shares are not held by the Offeror, since KK is controlled by Banca Sistema, which holds 17,371,795 KK shares, representing 70.59% of its share capital. Therefore, upon completion of the Offer, the Offeror will acquire indirect ownership thereof;
the allocation ratio of KK shares for each Banca Sistema Share tendered to the Offer is fixed and, therefore, in the case of Banca Sistema Shares not tendered (aa) the Deferred Consideration paid to Banca Sistema shareholders accepting the Offer will remain unchanged and (bb) Banca Sistema will remain the holder of KK shares that would have been allocated in relation to Banca Sistema Shares not tendered;
EUR 0.0199 for each KK share after the split was determined considering that:
- ➢ the volume-weighted average price of KK shares (before the splitting) over the 30 days preceding the Announcement Date is EUR 1.95;
- ➢ following the 1:98 split, the price per KK share would be EUR 0.0199;
- ➢ the allocation of 21 KK shares after the splitting at a price of EUR 0.0199 determines an amount equal to EUR 0.418 per Banca Sistema share.

The Consideration has been determined on the assumption that, prior to the Payment Date, including the payment date following the Reopening of the Terms:

(iii) the Issuer does not approve or carry out any ordinary (including interim dividends) or extraordinary distribution of dividends from profit and/or other reserves; and
(iv) the Issuer does not approve or carry out any transaction on its share capital (including, without limitation, capital increases or reductions) and/or on the Shares (including, by way of example, share consolidation or cancellation).

If, prior to the Payment Date, even following the Reopening of the Terms, the Issuer pays a dividend (including an interim dividend) and/or distributes reserves to its shareholders, or in any case the coupon relating to dividends approved but not yet paid is detached from the

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Shares, the Consideration shall be adjusted downwards to take into account the dividend distributed (or the related interim dividend) or the reserve distributed.

The Consideration is understood to be net of stamp duties, insofar as they are due, and fees, commissions and expenses which will be incurred by the Offeror. The substitute tax on capital gains, if due, will be incurred by the Tendering Shareholders to the Offer.

The Consideration, consisting of the Initial Consideration and the Deferred Consideration (assuming a maximum value of EUR 0.418), incorporates: (i) a premium of approximately 9.0% over the weighted arithmetic average of the official prices recorded by the Shares in the three months prior to the Announcement Date (inclusive); and (ii) a premium of approximately 8.9% compared to the weighted arithmetic average of the official prices recorded by the Shares in the six months prior to the Announcement Date (inclusive).

The maximum Consideration of EUR 1.80 was determined by the Offeror taking into account the strategic, industrial and financial rationale of the Offer, based on publicly available data and information prior to the Announcement Date and its own analysis and considerations taking into account, amongst others:

historical and market metrics evaluations of the Issuer and its competitors;
the Issuer's income capacity and financial position;
the Italian macroeconomic environment and the sector in which the Issuer operates;
the growth and development prospects of the KK subsidiary;
preliminary estimate of the costs of the transaction.

It is noted that, when setting the Consideration, the Offeror did not make use of appraisals prepared by independent parties to assess the fairness thereof or any specific valuation reports.

E.2 INDICATION OF THE TOTAL COUNTER-VALUE OF THE OFFER

In the event of full acceptance of the Offer by all Shareholders, the total Maximum Payout for the Offer, calculated on the basis of the Consideration of a maximum of EUR 1.80 per Share, will amount to a total of EUR 144,757,894.

E.3 COMPARISON OF THE CONSIDERATION WITH CERTAIN INDICATORS

The following table shows the main indicators provided at consolidated level for the last two financial years of the Banca Sistema Group.

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Indicators(in Euros unless otherwise indicated)	31 December 2023	31 December 2024
Last closing price on 27 June 2025 (P)	1.96	1.96
Total Shares (#)	80,253,048	80,421,052
Treasury Shares (#)	0	51,269
Total Shares net of treasury shares (#)	80,253,048	80,369,783
Earnings (E)	17,227,000	26,522,000
Earnings per share (EPS)	0.21	0.33
Dividends (1)	5,216,448	5,224,036
DPS (Dividends per share)	0.06	0.07
Book value (BV) (2)	231,849,000	269,177,000
Book value per share	2.89	3.35
Intangible assets	35,449,000	47,233,000
Tangible book value (TBV) (3)	196,400,000	221,944,000
Tangible book value per share	2.45	2.76
Price/Economic result (P/E)	9.13x	5.94x
Price/Book value (P/BV)	0.68x	0.59x
Price/Tangible book value (P/BV)	0.8x	0.71x

Source: Banca Sistema Financial statements for the year ended 31 December 2024

It should be noted that the Price/Cash Flow, Enterprise Value/Revenues, Enterprise Value/EBITDA and Enterprise Value/EBIT multipliers – commonly used in the valuation of industrial sectors – have not been represented or considered for valuation purposes as they are not significant given the sector, business model and economic and financial profile of the Offeror and the Issuer.

The following table shows the main price multipliers such as earnings per share (EPS), net equity per share and tangible net equity per share, calculated on the basis of the Consideration of a maximum of EUR 1.80.

Indicators(in EUR)	31 December 2023	31 December 2024
Earnings per share (EPS)	0.21	0.33
Book value per share	2.89	3.35
Tangible book value per share	2.45	2.76
Offer Consideration / EPS	8.39x	5.45x
Offer Consideration / Book value per share	0.62x	0,54x
Offer Consideration / Tangible book value per share	0.74x	0,65x

Source: Banca Sistema Financial statements for the year ended 31 December 2024

The following tables show the main price multiples (as at 27 June 2025, the last Trading Day before the Announcement Date) such as price-to-earnings ratio (P/E), price per book value

(1) 2024 dividends calculated on the basis of provisions pertaining to the 2024 result but not distributed due to the prohibition established by the Bank of Italy in December 2024.

(2) Book Value, excluding AT1.

( 3) Defined as the difference between book value (BV) and intangible assets.

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per share (P/BV) and price per tangible book value per share (P/TBV) compared with the aggregate average and median data of the commercial and specialised banks considered for the last few years prior to the Offer.

Considered Commercial Banks		P/E		P/BV	P/TBV
	31.12.2023	31.12.2024	31.12.2023	31.12.2024	31.12.2023	31.12.2024
Intesa Sanpaolo	11,49x	10,02x	1.39x	1.33x	1.64x	1.57x
Unicredit	10.15x	8.97x	1.51x	1.40x	1.57x	1.46x
Banco BPM	11.90x	7.80x	1.07x	1.03x	1.18x	1.12x
BPER	6.93x	7.47x	1.15x	0.95x	1.23x	1.01x
MPS	4.37x	4.59x	0.90x	0.77x	0.91x	0.78x
BP Sondrio	11.39x	9.14x	1.38x	1.26x	1.39x	1.27x
Credem	7.45x	6.77x	1.08x	0.98x	1.24x	1.11x
Commercial banks average	9.10x	7.82x	1.21x	1.10x	1.31x	1.19x
Commercial banks median	10.15x	7.80x	1.15x	1.03x	1.24x	1.12x
Banca Sistema (1)	8.39x	5.45x	0.62x	0,54x	0.74x	0,65x

Source: LSEG Workspace as of 16 December 2025.

(1) Price calculated on the basis of a maximum Consideration of EUR 1.80. Book value (BV) excluding AT1.

Considered Specialised Banks		P/E		P/BV	P/TBV
	31.12.2023	31.12.2024	31.12.2023	31.12.2024	31.12.2023	31.12.2024
Banca Ifis	7.26x	7.22x	0.70x	0.68x	0.73x	0.72x
BFF	10.08x	8.09x	2.28x	1.99x	2.53x	2.18x
Generalfinance	12.66x	9.04x	2.87x	2.38x	2.99x	2.48x
Illimity	3.04x	n.m.	0.33x	0.35x	0.40x	0.38x
Specialised banks average	8.26x	8.12x	1.55x	1.35x	1.66x	1.44x
Specialised banks median	8.67x	8.09x	1.49x	1.33x	1.63x	1,45x
Banca Sistema (1)	8.39x	5.45x	0.62x	0,54x	0.74x	0,65x

Source: LSEG Workspace as of 16 December 2025.

It should be noted that the Issuer's main price multipliers, calculated on the basis of the Consideration of a maximum of EUR 1.80, are:

below the average and median of the commercial bank sample, with reference to the 2023 and 2024 P/E, 2023 and 2024 P/BV, and 2023 and 2024 P/TBV multiples;
above the average of the sample of specialised banks, with reference to the multiple P/E 2023;
below than the average and median of the sample of specialised banks, with reference to multiples 2024 P/E, 2023 and 2024 P/BV, 2023 and 2024 P/TBV.

(1) Price calculated on the basis of a maximum Consideration of EUR 1.80. Book value (BV) excluding AT1.

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E.4 MONTHLY WEIGHTED AVERAGE OF THE LISTINGS RECORDED BY THE ISSUER'S SHARES DURING THE TWELVE MONTHS PRIOR TO THE OFFER

The table below shows the monthly weighted arithmetic mean of the official prices recorded by Banca Sistema shares, subject to the Offer, for each of the twelve months prior to the start of the transaction, compared with the Consideration of a maximum of EUR 1.80.

Month	Weighted average price perShare (in EUR)	Difference between theConsideration and the averageprice per Share (in EUR)	Difference between theConsideration and averageprice per Share (as % ofaverage price)
1 - 27 June 2025	1.83	-0.03	-1.43%
May-25	1.66	0.14	8.72%
Apr-25	1.50	0.30	20.03%
Mar-25	1.74	0.06	3.25%
Feb-25	1.76	0.04	2.01%
Jan-25	1.39	0.41	29.74%
Dec-24	1.34	0.46	34.58%
Nov-24	1.48	0.32	21.30%
Oct-24	1.47	0.33	22.58%
Sep-24	1.45	0.35	23.96%
Aug-24	1.45	0.35	24.36%
Jul-24	1.58	0.22	13.82%
28 - 30 June 2024	1.43	0.37	25.70%
Last 12 months	1.59	0.21	13.26%

Source: LSEG Workspace as of 4 July 2025.

The chart below shows the performance of the Banca Sistema shares during the same reference period, i.e. June 2024 – June 2025.

Source: LSEG Workspace as of 30 June 2025.

The table below shows a comparison between the Consideration of up to EUR 1.80 and the official price of the security compared to the last recording prior to the Announcement Date, as well as compared to the weighted arithmetic average of the official prices for 1, 3, 6 months and 1 year prior to the Announcement Date.

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Month	Weighted average price perShare (in EUR)	Difference between theConsideration and the averageprice per Share (in EUR)	Difference between theConsideration and averageprice per Share (as % ofaverage price)
27 June 2025	1.96	-0.16	-8.35%
1-month price average	1.82	-0.02	-1.02%
3-month price average	1.65	0.15	8.95%
6-month price average	1.65	0.15	8.92%
12-month price average	1.59	0.21	13.26%

Source: LSEG Workspace as of 27 June 2025.

The table below shows a comparison between the Initial Consideration of up to EUR 1.382 and the official price of the security compared to the last recording prior to the Announcement Date, as well as compared to the weighted arithmetic average of the official prices for 1, 3, 6 months and 1 year prior to the Announcement Date.

Month	Weighted average price perShare (in EUR)	Difference between the InitialConsideration and the averageprice per Share (in EUR)	Difference between the InitialConsideration and averageprice per Share (as % ofaverage price)
27 June 2025	1.96	-0.58	-29.63%
1-month price average	1.82	-0.44	-24.00%
3-month price average	1.65	-0.27	-16.35%
6-month price average	1.65	-0.27	-16.38%
12-month price average	1.59	-0.21	-13.04%

Source: LSEG Workspace as of 27 June 2025.

The official price of the Shares at the close of 15 January 2026, the last Trading Day prior to the Offer Document Date, is approximately EUR 1.74 (Source: LSEG Workspace as of 15 January 2026).

E.5 INDICATION, IF KNOWN, OF THE VALUES ATTRIBUTED TO THE ISSUER'S FINANCIAL INSTRUMENTS ON THE OCCASION OF FINANCIAL TRANSACTIONS CARRIED OUT IN THE LAST FINANCIAL YEAR AND IN THE CURRENT FINANCIAL YEAR (SUCH AS MERGERS AND DEMERGERS, CAPITAL INCREASES, PUBLIC OFFERS, ISSUANCE OF WARRANTS, SIGNIFICANT PACKAGE TRANSFERS)

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To the best of the Offeror's knowledge, during the financial year ended 31 December 2024 and in the current financial year, the Issuer did not enter into any financial transactions that resulted in a valuation of the Shares.

E.6 INDICATION OF THE VALUES AT WHICH, OVER THE PAST TWELVE MONTHS, PURCHASE AND SALE TRANSACTIONS HAVE BEEN CARRIED OUT BY THE OFFEROR IN RESPECT OF THE FINANCIAL INSTRUMENTS THAT ARE THE SUBJECT OF THE OFFER, SPECIFYING THE NUMBER OF TRANSACTIONS AND FINANCIAL INSTRUMENTS PURCHASED AND SOLD

In the last twelve months, being the twelve months preceding the Offer Document Date, the Offeror and (to the best of the Offeror's knowledge) the Persons Acting in Concert with the Offeror, have not entered into any transactions for the purchase and/or sale of shares of the Issuer.

F. PROCEDURES AND TERMS OF ACCEPTANCE OF THE OFFER, DATES AND PROCEDURES FOR THE PAYMENT OF THE CONSIDERATION AND THE RETURN OF THE SECURITIES SUBJECT TO THE OFFER
F.1 PROCEDURES AND TERMS SET FOR THE ACCEPTANCE OF THE OFFER AND FOR THE DEPOSIT OF THE FINANCIAL INSTRUMENTS

F.1.1 Tender Period

The Tender Period, agreed with Borsa Italiana pursuant to Article 40, paragraph 2, of the Issuers' Regulations, shall begin on 26 January 2026 and end on 27 February 2026 (such dates being included), unless the Tender Period is extended.

The Offer acceptance may take place on each Trading Day during the Tender Period between 8:30 a.m. and 5:30 p.m.

The Offeror shall notify any changes to the Offer in accordance with the applicable laws and regulations. Should the Offeror exercise the right to make changes to the Offer on the last day at its disposal (i.e., the day before the closing of the Tender Period), the Tender Period may not be closed within a period of less than 3 (three) Trading Days from the date of publication of the changes in compliance with the applicable laws and regulations.

Within the Trading Day following the Payment Date, the Reopening of the Terms will be carried out and the Tender Period will be reopened for 5 (five) Trading Days starting from the Trading Day following the Payment Date and, therefore, for the sessions of 9, 10, 11, 12 and 13 March 2026, unless the Tender Period is extended, upon the occurrence of the circumstances set forth in Article 40-bis, paragraph 1, letter a), of the Issuers' Regulation - specifically, in the event that the Threshold Condition is fulfilled or waived.

However, under Article 40-bis, paragraph 3 of the Issuers' Regulation, the Reopening of the Terms, if any, will not take place if:

(i) at least 5 (five) Trading Days prior to the closing of the Tender Period, the Offeror discloses to the market the fulfilment of the Threshold Condition or the waiver thereof;

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(ii) at the end of the Tender Period, the Offeror holds a shareholding such as to trigger the Commitment to Squeeze-Out under Article 108, paragraph 1, of the Italian Consolidated Law on Finance (i.e., more than 95% of the Issuer's share capital);
(iii) the Shares are subject to one or more competing offers.

In the event of any Reopening of the Terms, the Consideration shall remain unchanged.

F.1.2 Acceptance procedure and deposit of the Issuer's Shares

Acceptances during the Tender Period or in the Reopening of the Terms, if any, by the holders of the Shares (or the representative having the powers) are irrevocable, with the consequence that, following the acceptance of the Offer, it will not be possible to transfer or enter into other deeds of disposal of the Shares themselves for the entire period in which they remain bound to the service of the Offer (except for the cases of revocation permitted by applicable laws and regulations to accept competing offers, pursuant to article 44 of the Issuers' Regulations).

Acceptance to the Offer must be made by signing and delivering to an Intermediary in Charge a specific tender form (the "Acceptance Form"), duly filled in, with simultaneous deposit of the Shares with said Intermediary in Charge. The Issuer's Shareholders intending to accept to the Offer may also deliver the Acceptance Form and deposit the Shares indicated therein with the Depositary Intermediaries, provided that delivery and deposit are made in sufficient time to enable the Depositary Intermediaries to deposit the Shares with the Intermediary in Charge by and no later than the last day of the Tender Period, or, where applicable, by the last day of any Reopening of the Terms.

The Shares are subject to the securities dematerialisation regime provided for by Articles 83 bis et seq. of the Italian Consolidated Law on Finance, as subsequently amended and supplemented.

Those wishing to tender their Shares to the Offer must be holders of the Shares in dematerialised form, duly registered in a securities account with one of the Depositary Intermediaries, and must apply to their respective intermediaries for appropriate instructions in order to accept the Offer.

The subscription of the Acceptance Form, therefore, in view of the aforementioned regime of dematerialisation of the securities, will also be valid as an irrevocable instruction given by the individual holder of Shares to the Intermediary in Charge or to the relevant Custodian Intermediary, with whom the Shares are deposited in a securities account, to transfer the aforesaid Shares into escrow accounts with said intermediaries, in favour of the Offeror.

Depositary Intermediaries, in their capacity as agents, must countersign the Acceptance Form. Shareholders bear the sole risk that the Depositary Intermediaries do not deliver the Acceptance Form and, if applicable, do not deposit the Shares tendered to the Offer with the Intermediary in Charge by the last valid day of the Tender Period or, where applicable, the Reopening of the Terms.

Upon acceptance to the Offer and the deposit of the Shares through the execution of the Acceptance Form, a mandate will be given to the Intermediaries in Charge and to the

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Depositary Intermediary, if any, to perform all the formalities necessary and preparatory to the transfer of the Shares to the Offeror, who will bear the relevant costs.

The Shares tendered to the Offer must be freely transferable to the Offeror and free from liens and encumbrances of any kind and nature, whether real, obligatory or personal.

Throughout the period during which the Shares will be bound by the Offer and, therefore, until the Payment Date, or, in the event of a Reopening of the Terms, the Payment Date following the Reopening of the Terms, if any, the Tendering Shareholders to the Offer may exercise the equity rights (e.g. option right) and social rights (such as the right to vote) relating to the Shares, which will remain in the ownership of the same Tendering Shareholders.

Acceptances to the Offer during the Tender Period or the Reopening of the Terms by minors or persons entrusted to guardians or curators, in accordance with the applicable provisions of law, signed by the person exercising parental authority, guardianship or curatorship, if not accompanied by the authorisation of the guardian judge, shall be accepted with reservation and shall not be counted for the purpose of determining the percentage of acceptance to the Offer and their payment shall be made only after the authorisation has been obtained.

Only Shares that are, at the time of acceptance of the Offer, duly registered and available in a securities account of the Tendering Shareholder to the Offer and opened by the latter with an intermediary adhering to the centralised management system at Monte Titoli S.p.A. may be tendered to the Offer. More specifically, the Shares deriving from purchase transactions carried out on the market may be tendered to the Offer only after the settlement of such transactions within the settlement system.

F.2 INFORMATION CONCERNING THE OWNERSHIP AND EXERCISE OF THE ADMINISTRATIVE AND EQUITY RIGHTS ATTACHED TO THE FINANCIAL INSTRUMENTS THAT ARE SUBJECT TO THE OFFER, PENDING THE OFFER

The Shares covered by the Offer acceptance during the Tender Period will be transferred to the Offeror on the Payment Date.

Throughout the period during which the Shares will be bound by the Offer and, therefore, since the starting date of the Tender Period until the Payment Date (or, in the event of a Reopening of the Terms, until the Payment Date following the Reopening of the Terms), the Tendering Shareholders may exercise all the equity and administrative rights relating to the Shares, but may not transfer the Shares, in whole or in part, or, in any event, make any deed of disposal (including pledges or other encumbrances or liens) pertaining to the Shares. Shareholders who/which have accepted the Offer may not transfer their Shares, other than by accepting any competing offers or raises pursuant to Article 44 of the Issuers' Regulations.

No interest will be paid on the Consideration between the date of Offer acceptance and the Payment Date.

F.3 NOTICES RELATING TO THE TREND AND RESULT OF THE OFFER

During the Tender Period or the period of the Reopening of the Terms, if any, the Intermediary in Charge of Coordinating the Collection of Acceptances will communicate on a daily basis to Borsa Italiana, pursuant to article 41, paragraph 2, letter d), of the Issuers' Regulations, the

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data relating to the acceptances received on a daily basis and to the total Shares tendered to the Offer, as well as the percentage that such quantities represent with respect to the Shares subject to the Offer.

Borsa Italiana shall, within the day following such communication, publish the data by means of a specific notice.

Furthermore, if the Offeror or the Persons Acting in Concert purchase, directly and/or indirectly, further Shares outside of the Offer, pursuant to applicable regulations, the Offeror or the Persons Acting in Concert will notify CONSOB and the market within the day in accordance with Article 41, paragraph 2, letter c), of the Italian Issuers' Regulations.

The Offeror shall announce the provisional results of the Offer by the evening of the last day of the Tender Period and no later than by 7.29 a.m. of the 1° first Trading Day after the end of the Tender Period, by issuing a Notice of the Offer Provisional Results.

Upon publication of the Notice of the Offer Provisional Results, the Offeror shall disclose: (i) whether the Threshold Condition (and the Minimum Threshold Condition) has been fulfilled or not, or whether it has been waived; (ii) whether the conditions for the Reopening of the Terms have been met; (iii) whether the conditions for the Commitment to Squeeze-Out have been met, pursuant to Article 108, paragraph 1, of the Italian Consolidated Law on Finance, and (iv) information on the methods and timing for the possible restoration of the free float.

The final results of the Offer will be announced by the Offeror, pursuant to Article 41, paragraph 6, of the Issuers' Regulations, by 7.29 a.m. on the Trading Day preceding the Payment Date, by means of the publication of the Notice of the Offer Final Results.

Upon publication of the Notice of the Offer Final Results, the Offeror shall disclose (i) the fulfilment/non-fulfilment of, or any waiver of, the Conditions of Effectiveness other than the Threshold Condition; (ii) confirm (a) the fulfilment/non-fulfilment of, or any waiver of, the Threshold Condition; and (b) the existence of the conditions for the Reopening of the Terms; and (c) the existence of the conditions for the Commitment to Squeeze-Out, pursuant to Article 108, paragraph 1, of the Italian Consolidated Law on Finance, as well as (iii) provide information on the methods and timing for the possible restoration of the free float.

If the Reopening of the Terms applies:

(i) the provisional results of the Offer following the Reopening of the Terms, if any, will be communicated to the market by the evening of the last day of the Reopening of the Terms (if any) (i.e., by 13 March 2026, unless the Tender Period is extended) and in any event not later than 7.29 a.m. on the first Trading Day following the end of the Reopening of the Terms (if any) (i.e., by 16 March 2026, unless the Tender Period is extended); Upon publication of the Notice of the Offer Provisional Results following the Reopening of the Terms, the Offeror shall disclose: (i) whether the conditions for the Commitment to Squeeze-Out have been met, pursuant to Article 108, paragraph 1, of the Italian Consolidated Law on Finance, and (ii) information on the methods and timing for the possible restoration of the free float;
(ii) the final results of the Offer following the Reopening of the Terms, if any, will be announced by the Offeror, pursuant to Article 41, paragraph 6, of the Issuers'

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Regulations, within the Trading Day preceding the Payment Date following the Reopening of the Terms (i.e. by 19 March 2026, unless the Tender Period is extended). Upon publication of the Notice of the Offer Final Results following the Reopening of the Terms, the Offeror shall: (i) confirm the Offer provisional results and disclose whether the conditions for the Commitment to Squeeze-Out have been met, pursuant to Article 108, paragraph 1, of the Italian Consolidated Law on Finance, and (ii) disclose information on the methods and timing for the possible restoration of the free float;

The Offer is not aimed at the Delisting of the Issuer's Shares. Therefore, the Offeror declares its intention to restore, within 90 (ninety) days, a free float sufficient to ensure the regular conduct of trading pursuant to Article 108, paragraph 2, of the Italian Consolidated Law on Finance if the Offeror – also considering the shareholdings held by the Offeror and the Persons Acting in Concert – comes to hold, following the Offer and also as a result of any purchases made on the market by the Offeror and/or the Persons Acting in Concert, a shareholding exceeding 90% (but in any case less than 95%) of the Issuer's share capital.

F.4 MARKET ON WHICH THE OFFER IS LAUNCHED

The Offer is launched exclusively in Italy, as the Banca Sistema Shares are listed on Euronext STAR Milan, organised and managed by Borsa Italiana, is addressed, indiscriminately and on equal terms, to all the shareholders of the Issuer and is subject to the disclosure requirements and procedural obligations provided for by Italian law.

Offer acceptances by persons resident in countries other than Italy may be subject to specific obligations or restrictions provided for by law or regulations. It is the sole responsibility of the recipients of the Offer to comply with such legal provisions and therefore to verify, before subscription, their existence and applicability by contacting their advisors. Any subscriptions to the Offer as a result of the subscriber being solicited in violation of the above limitations shall not be accepted.

F.5 PAYMENT DATE

The Initial Consideration per Share shall be paid to the Tendering Shareholders on the Payment Date, i.e. on the 5° (fifth) Trading Day following the close of the Tender Period and, therefore, on 6 March 2026 (unless the Tender Period is extended in accordance with applicable law).

If the Tender Period is extended, the payment of the Initial Consideration will take place on the 5° (fifth) Trading Day following the closing date of the Tender Period, as extended. The new Payment Date determined in this way will be announced, within the terms provided for by

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the regulations in force, by means of a notice issued pursuant to Article 36 of the Issuers' Regulations.

In the event of a Reopening of the Terms, the payment of the Initial Consideration in respect of the Shares tendered during the Reopening of the Terms shall take place on the 5° (fifth) Trading Day following the closing of the Reopening of the Terms, i.e., on 20 March 2026, unless the Tender Period is extended, in accordance with applicable regulations (the "Payment Date following the Reopening of the Terms").

No interest will be paid on the Consideration between the date of Offer acceptance and the Payment Date.

F.6 PROCEDURE FOR THE PAYMENT OF THE INITIAL CONSIDERATION

The Initial Consideration shall be paid to the Offeror in cash. The Initial Consideration shall be paid by the Offeror to the account indicated by the Intermediary in Charge of Coordinating the Collection of Acceptances, who shall transfer it to the Intermediaries in Charge, who, in turn, shall transfer the funds to the Depositary Intermediaries for crediting to the accounts of their respective clients, in accordance with the instructions provided by the Tendering Shareholders to the Offer.

The Offeror's obligation to pay the Initial Consideration under the Offer shall be deemed to have been fulfilled when the relevant amounts have been transferred to the Intermediaries in Charge. The Tendering Shareholders to the Offer alone shall bear the risk that the Intermediaries in Charge or the Depositary Intermediaries do not transfer such amounts to the beneficiaries or delay the transfer thereof.

F.7 PROCEDURE FOR THE PAYMENT OF THE DEFERRED CONSIDERATION

The Deferred Consideration will be paid after the completion of the Offer and on the Initial Consideration Payment Date through the allocation to each shareholder participating in the Offer of 21 KK shares within 6 months from the Payment Date (the "Deferred Consideration Payment Date").

It is understood that:

(i) if it is not possible to allocate all or part of the KK shares, after splitting, by the Deferred Consideration Payment Date, to the Company's shareholders subscribing to the Offer, an amount of EUR 0.0199 in cash shall be paid - by the 10° (tenth) following business day (the "Cash Deferred Consideration Payment Date") - for each KK share, after the stock split, not allocated (and, therefore, in case none of the 21 KK shares may be allocated, after the stock split, the amount to be paid shall be EUR 0.418 for each Share tendered to the Offer, i.e. equal to the full Deferred Consideration); and
(ii) by way of derogation from point (i) above, only if (aa) it is not possible to allocate all or part of the KK shares due to the transfer by Banca Sistema of KK shares to third parties - also as performance of existing contractual commitments with reference to the KK Shareholders' Agreement (as better described in Section A, Paragraph A.3 of the Offer Document) - and (bb) such transfer is made at an average price per KK share more than 10% lower than EUR 1.95 (which represents the average price of KK shares (before the

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splitting) weighted by volumes in the 30 days prior to the Announcement Date), the Company's shareholders subscribing to the Offer will be paid an amount equal to: (average transfer price per KK share7 multiplied by 0.21438) in cash for each Banca Sistema Share tendered to the Offer by the Cash Deferred Consideration Payment Date. For the sake of clarity it should be noted that, if the case referred to in point (ii) above were to be invoked, the Deferred Consideration would therefore be paid in monetary form and would be less than EUR 0.418. By way of example, in the event that the sale by Banca Sistema of KK shares to third parties referred to in points (aa) and (bb) above is carried out at an average price per KK share of EUR 1.658 (15% lower than EUR 1.95), the shareholders of the Company accepting the Offer shall be entitled to receive, as Deferred Consideration, a cash amount equal to EUR 0.355 for each Banca Sistema Share tendered instead of EUR 0.418 and, therefore, the Consideration (including the Initial Consideration of EUR 1.382) would amount to a total of EUR 1.737 instead of EUR 1.80.

In any event, as regards the Deferred Consideration, if it is not possible to allocate all or part of the KK shares, after the stock split, by the Deferred Consideration Payment Date, without prejudice to the Cash Deferred Consideration Payment Date, the amount, terms and methods of payment of the amount to be paid in cash will be indicated in a specific press release to be published by the Offeror.

F.8 LAW GOVERNING THE CONTRACTS EXECUTED BETWEEN THE OFFEROR AND THE HOLDERS OF THE ISSUER'S FINANCIAL INSTRUMENTS AND COMPETENT JURISDICTION

With regard to the acceptance to this Offer, the governing law is Italian law and the competent jurisdiction is that of the ordinary Italian courts.

F.9 PROCEDURES AND TERMS FOR THE RETURN OF THE BANCA SISTEMA SHARES IN CASE OF INEFFECTIVENESS OF THE OFFER

7 This shall be understood as the average price per KK share at which the sales of KK shares by Banca Sistema would be carried out.

8 This numerical factor of 0.2143 is equal to the ratio between the 17,233,083 KK shares held by Banca Sistema considered for the purposes of the Offer, and the 80,421,052 Banca Sistema shares.

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G. FINANCING PROCEDURES, PERFORMANCE GUARANTEES AND OFFEROR'S FUTURE PLANS

G.1 PROCEDURES FOR FINANCING THE OFFER AND PERFORMANCE GUARANTEES

G.1.1 Procedures for Financing the Offer

The Offeror intends to meet the Payment Consideration obligations through the use of its own financial resources.

G.1.2 Performance Guarantee

On 15 January 2026, Unicredit S.p.A. (the "Performance Guarantee Bank") issued in favour of the Offeror the Performance Guarantee pursuant to Article 37-bis of the Issuers' Regulation.

It should be noted that the Performance Guarantee issued by the Performance Guarantee Bank also covers any fulfilment of the Commitment to Squeeze-Out under Article 108, paragraph 1 of the Italian Consolidated Law on Finance, as well as any cash payment of the Deferred Consideration.

G.2 REASONS FOR THE TRANSACTION AND THE OFFEROR'S FUTURE PLANS

G.2.1 Reasons for the Offer and the Offeror's future plans drawn up in relation to the Issuer Reasons for the Offer

In this context, aggregation transactions allow specialised players to bolster their capital strength, and increase profitability and efficiency in the medium to long term.

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immediately realise the value of the investment made over time in the Issuer, reducing the potential risks associated with the achievement of medium-to-long-term strategic objectives, upon payment of the Initial Consideration;
maintain their investment in the pawn credit business, ensuring continuity in the pursuit of the industrial and financial objectives outlined at the time, depending on the payment of the Deferred Consideration.

Industrial and commercial matters

Although, as of the Offer Document Date, no formal decisions have been made by the Offeror's competent corporate bodies, with a view to accelerating the integration process and value creation, the Offeror intends to proceed with the Merger as soon as possible following the completion of the Offer. The objective of the Merger is to:

ensure more effective strategic coordination and efficiency in governance;
avoid duplication of organisational and technological structures necessary for the management of separate legal entities while maximising operational efficiency;
increase with new resources the already solid capital position of the intermediary.

With reference to this latter aspect, the Offeror notes, in fact, that — following a specific request by the Bank of Italy within the scope of the findings addressed to the Issuer by the aforementioned supervisory authority on 20 December 2024 as a result of the inspections conducted by the same during the period July-October 2024 (for further information on which, reference is made to Paragraph A.5 of the Offer Document) — the Board of Directors of Banca Sistema on 21 March 2025, as disclosed to the market, approved the update of the Banca Sistema's Capital Plan, the results of which highlight the substantial confirmation of the profit and capital ratio targets outlined in the 2024-2026 business plan approved in May 2024, which also takes into account the planned synthetic (SRT) and traditional securitisation transactions, the ECHR rulings, and further management initiatives.

The integration of the Offeror and the Issuer will allow to:

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strengthen the competitive positioning of the entity resulting from the integration through increased size and the achievement of a scale that allows for cost synergies and the optimisation of development investments;
diversify revenue composition through complementary business segment compared to the current structure and offering high strategic value products;
strengthen relations with corporate customers following the development of a comprehensive credit delivery platform for short- and medium- to long-term products, enabling the capture of a larger share of the customer lending needs;
rationalise the funding structure in terms of composition and cost, with a resulting stabilisation of funding and optimisation of asset yields to support expansion, also leveraging the capital markets as a facilitator for procurement;
develop a greater capacity to attract new talent with specific professional skills to support business development.

For the sake of completeness, it should be noted that, as at the Offer Document Date, no resolutions have been passed that affect the continued employment of the Issuer's staff.

G.2.2 Investments and Related Forms of Financing

As at the Offer Document Date, the Offeror has not yet evaluated any proposal to be formulated to the Issuer's Board of Directors concerning investments of particular importance and/or additional to those generally required for the transactional management of activities in the industrial sector in which the Issuer itself operates.

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G.2.3 Planned Amendments to the Issuer's Articles of Association

As at the Offer Document Date, the Offeror has not identified any specific amendments or changes to be made to the Issuer's current articles of association in the twelve months following the Payment Date, except for those required by law and those related to the Merger.

G.2.4 Planned Changes in the Composition of the Issuer's Management and Control Bodies

As indicated in Section B, Paragraph B.2.4, of the Offer Document, as at the Offer Document Date, Banca Sistema is managed by a Board of Directors composed of nine members, as resolved by the Issuer's Shareholders' Meeting on 24 April 2024 and most recently on 30 April 2025.

It should be noted that, subject to the successful outcome of the Offer, the Agreement provides that:

(i) Gianluca Garbi resigns from his position as Director and Chief Executive Officer of Banca Sistema (effective from the date of the shareholders' meeting called to appoint the Issuer's new board of directors or, in any case, to replace the resigning directors) and also ceases to hold the position of General Manager, subject to the signing of a consensual termination agreement;;
(ii) the Issuer's ordinary shareholders' meeting be convened for a date close to the 40° day following the Offer Payment Date for the appointment of Banca Sistema's new administrative body;
(iii) by the 5° calendar day following the Payment Date, a number of directors of the Issuer necessary for the purposes of applying the mechanism for early termination of the entire administrative body referred to in Article 10.5 of the Banca Sistema Articles of Association resign, with effect from the date of the shareholders' meeting called to appoint the new administrative body of the Issuer or to replace the resigning directors.

For further information, see the essential information published, pursuant to Article 122 of the Italian Consolidated Law on Finance and Articles 129 and 130 of the Issuers' Regulation, on Banca Sistema's website at www.bancasistema.it, and attached to the Offer Document as Annex M.1.

G.3 INDICATIONS CONCERNING THE RESTORATION OF THE FREE FLOAT

The Offer is not aimed at the Delisting of the Issuer's Shares.

As a consequence of the above, should the Offeror - also considering the shareholdings held by the Persons Acting in Concert - come to hold, following the Offer, by the end of the Tender Period, as may be reopened following the Reopening of the Terms, a stake exceeding 90% of the Issuer's share capital but less than 95% of the Issuer's share capital - also taking into account the Treasury Shares held by the Issuer, including indirectly - (the "Commitment to Squeeze-Out under Article 108, paragraph 2, of the Italian Consolidated Law on Finance"), the Offeror hereby declares its intention to restore, within 90 days, a free float sufficient to ensure the regular course of trading.

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In such circumstances, there will be no Commitment to Squeeze-Out under Article 108, paragraph 2 of the Italian Consolidated Law on Finance. The Offeror will indicate in the notice on the final results of the Offer, which will be published by the Offeror pursuant to Article 41, paragraph 6, of the Issuers' Regulation (the "Notice of the Offer Final Results") or in the notice of the offer final results following the Reopening of the Terms, which will be published by the Offeror pursuant to Article 41, paragraph 6, of the Issuers' Regulation (the "Notice of the Offer Final Results following the Reopening of the Terms"), whether the requirements for the Commitment to Squeeze-Out have been met.

The restoration of the free float may be carried out in such manner as deemed most appropriate in light of market requirements. By way of example, such methods may include, inter alia, the reallocation of the Shares through a public offering, a private placement or an accelerated book building (ABB), or a capital increase with the partial or total exclusion of preemption rights. The specific procedures for the restoration of the free float, also taking into account the results of the Offer, will be communicated to the market as soon as they are determined by the Offeror and, in any case, within the 90 (ninety) days provided for under Article 108, paragraph 2, of the Italian Consolidated Law on Finance.

In the event that, as a result of the Offer, the Offeror comes to hold, as an effect of the tenders to the Offer and/or any purchases made by the Offeror and/or the Persons Acting in Concert outside the Offer itself pursuant to applicable law, an aggregate shareholding at least equal to 95% of the Issuer's share capital, the Offeror hereby declares that it will fulfil the obligation to purchase the remaining outstanding Shares, pursuant to Article 108, paragraph 1, of the Italian Consolidated Law on Finance. Furthermore, the Offeror declares that it will not exercise the right to purchase the remaining outstanding Shares, pursuant to Article 111 of the Italian Consolidated Law on Finance. It is also understood that, in such event, the Offeror shall in any case proceed to restore a free float sufficient to ensure the regular course of trading.

In any case, under each of the scenarios described above, the Offeror shall propose that the Issuer's extraordinary shareholders' meeting approve the Merger.

For further information regarding the free float requirements, including with reference to the consequences of a residual free float, following the Offer that is not sufficient to meet the requirements of sufficient distribution required by the Stock Exchange Regulation for the Issuer to remain listed on Euronext STAR Milan, please refer to Section A, Paragraph A.13 of the Offer Document.

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H. ANY AGREEMENTS AND TRANSACTIONS BETWEEN THE OFFEROR, THE PERSONS ACTING IN CONCERT WITH IT AND THE ISSUER OR MAJOR SHAREHOLDERS OR MEMBERS OF THE ISSUER'S MANAGEMENT AND CONTROL BODIES
H.1 DESCRIPTION OF THE FINANCIAL AND/OR COMMERCIAL AGREEMENTS AND TRANSACTIONS RESOLVED OR PERFORMED IN THE TWELVE MONTHS PRIOR TO THE PUBLICATION OF THE OFFER, WHICH MAY HAVE OR HAVE HAD SIGNIFICANT EFFECTS ON THE BUSINESS OF THE OFFEROR AND/OR THE ISSUER

Except as stated in this Offer Document, there are no agreements or financial and/or commercial transactions which have been concluded, executed or resolved between the Offeror and the Persons Acting in Concert and the Issuer or the relevant Shareholders or members of the Issuer's management and control bodies in the 12 (twelve) months preceding the Offer Document Date and which may have or have had significant effects on the business of the Offeror and/or the Issuer.

H.2 AGREEMENTS CONCERNING THE EXERCISE OF VOTING RIGHTS OR THE TRANSFER OF SHARES AND/OR OTHER FINANCIAL INSTRUMENTS OF THE ISSUER

As of the Offer Document Date, there are no agreements between the Offeror, the Persons Acting in Concert and the other shareholders of the Issuer (i.e. its directors or auditors) concerning the exercise of voting rights, or the transfer of the Issuer's Shares, except for the provisions contained in the Agreement, which contain agreements that are relevant pursuant to Article 122, paragraphs 1 and 5, of the Italian Consolidated Law on Finance.

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I. INTERMEDIARIES' FEES

As consideration for the duties carried out in the context of the Offer, the Offeror shall pay the following fees, by way of commission inclusive of any and all remuneration for intermediation services:

(i) a fixed fee in the amount of EUR 300,000.00, plus VAT if due, to be paid to the Intermediary in Charge of Coordinating the Collection of Acceptances, for the organisation and coordination of the collection of acceptances to the Offer; and
(ii) to each Intermediary in Charge (including the Intermediary in Charge of Coordinating the Collection of Acceptances):
- a) a fee equal to 0.05% of the value of the Shares tendered in acceptance of the Offer and purchased by the Offeror, up to a maximum of EUR 5,000.00 for each shareholder who has tendered the Shares; and
- b) a flat fee of EUR 5.00 for each Acceptance Form submitted.

The Intermediaries in Charge shall pay back to the Depositary Intermediaries an amount equal to 50% of the commissions referred to in point (ii) a) above, relating to the countervalue of the Shares Subject to the Offer tendered through the latter, as well as the entire fixed fee referred to in point (ii) b) above, relating to the Acceptance Forms submitted by them.

The fees referred to in subparagraph (ii) above shall be paid subject to the effectiveness of the Offer.

No costs will be charged to Tendering Shareholders.

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L. ALLOCATION PROCEDURES

L.1 PROCEDURES FOR THE ALLOCATION OF THE SHARES FOLLOWING THE OFFER

Since the Offer is a total public tender and exchange offer, no allocation is envisaged.

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M. ANNEXES
M.1 Essential Information concerning the Agreement

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Informazioni essenziali ai sensi dell'art. 130 del Regolamento Emittenti relative alle pattuizioni rilevanti ai sensi dell'art. 122 del Testo Unico della Finanza relative all'accordo sottoscritto, in data 29 giugno 2025, tra Banca CF+ S.p.A., da una parte, e Gianluca Garbi, Società di Gestione delle Partecipazioni in Banca Sistema S.r.l. e Garbifin S.r.l., dall'altra, avente ad oggetto azioni ordinarie di Banca Sistema S.p.A.

Milano, 3 luglio 2025

Ai sensi degli artt. 122 del decreto legislativo 24 febbraio 1998, n. 58 (il "Testo Unico della Finanza") e 130 del regolamento adottato dalla CONSOB con delibera del 14 maggio 1999, n. 11971 (il "Regolamento Emittenti") Banca CF+ S.p.A. ("CF+" o l'"Offerente"), Gianluca Garbi ("GG"), Società di Gestione delle Partecipazioni in Banca Sistema S.r.l., siglabile SGBS S.r.l. ("SGBS") e Garbifin S.r.l. ("Garbifin" e, insieme a CF+, GG e SGBS, le "Parti") rendono noto quanto segue.

Premesse

Si fa riferimento all'offerta pubblica di acquisto volontaria, ai sensi degli artt. 102 e seguenti del TUF, annunciata da CF+ in data 30 giugno 2025, ai sensi e secondo le modalità dell'art. 102, comma 1, del TUF e dell'art. 37 del Regolamento Emittenti (la "Comunicazione"), avente ad oggetto la totalità delle azioni ordinarie di Banca Sistema S.p.A. ("Banca Sistema" o l'"Emittente"), ammesse alla negoziazione su Euronext Milan, segmento Euronext STAR Milan, organizzato e gestito da Borsa Italiana S.p.A. (l'"Offerta").

In data 29 giugno 2025 le Parti hanno sottoscritto un accordo (l'"Accordo") volto a stabilire i termini e le condizioni delle reciproche intese in relazione all'Offerta, ivi incluso l'impegno di GG, SGBS e Garbifin (congiuntamente, gli "Aderenti"), nella loro qualità di titolari di azioni ordinarie di Banca Sistema, ad aderire alla medesima.

L'Accordo contiene talune pattuizioni riguardanti Banca Sistema che possono assumere rilievo ai sensi dell'art. 122 del Testo Unico della Finanza, in relazione alle quali le Parti hanno ritenuto di dare seguito a tutte le formalità pubblicitarie previste dall'ora citata disposizione di legge e dalle relative disposizioni regolamentari, fra cui la redazione delle presenti informazioni essenziali ai sensi dell'art. 130 del Regolamento Emittenti (le "Informazioni Essenziali").

1. Società i cui strumenti finanziari sono oggetto dell'Accordo

Banca Sistema S.p.A., società per azioni di diritto italiano, con sede legale in Milano, Largo Augusto 1/A, ang. Via Verziere 13, capitale sociale di Euro 9.650.526,24, interamente sottoscritto e versato, iscritta al Registro delle Imprese tenuto dalla Camera di Commercio di Milano Monza Brianza Lodi al n. 12870770158, emittente azioni ammesse alle negoziazioni sul mercato regolamentato Euronext Milan, segmento Euronext STAR Milan, organizzato e gestito da Borsa Italiana S.p.A.

Secondo quanto risulta dalle comunicazioni ai sensi dell'articolo 85-bis, comma 4-bis, del Regolamento Emittenti, alla data delle Informazioni Essenziali, per effetto della maggiorazione del diritto di voto ai sensi dell'articolo 127-quinquies del TUF e dell'articolo 5 dello statuto sociale dell'Emittente, i diritti di voto esercitabili nelle assemblee dell'Emittente sono pari a n. 82.378.940.

Numero delle azioni e dei diritti di voto riferiti alle azioni oggetto dell'Accordo e relativa percentuale sul capitale sociale di Banca Sistema rappresentato da azioni aventi diritto al voto

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L'Accordo ha ad oggetto:

n. 946.018 azioni ordinarie di Banca Sistema, rappresentative dell'1,18% del capitale sociale di Banca Sistema e corrispondenti a circa lo 0,89% dei relativi diritti di voto, detenute da GG.
n. 18.578.900 azioni ordinarie di Banca Sistema, rappresentative del 23,10% del capitale sociale di Banca Sistema e corrispondenti a circa il 22,55% dei relativi diritti di voto, detenute da SGBS; e
n. 470.453 azioni ordinarie di Banca Sistema, rappresentative dello 0,58% del capitale sociale di Banca Sistema e corrispondenti a circa lo 0,53% dei relativi diritti di voto, detenute da Garbifin.

3. Soggetti vincolati dall'Accordo e relativo numero e percentuale sul capitale sociale di strumenti finanziari della società oggetto dell'Accordo dagli stessi detenuti

L'Accordo è stato concluso fra:

(i) Banca CF+ Credito Fondiario S.p.A., in forma abbreviata anche solo Banca CF+ S.p.A., società per azioni di diritto italiano, con sede legale in Milano, Corso Europa n. 15, numero di iscrizione al Registro delle Imprese di Milano Monza Brianza Lodi e codice fiscale 00395320583, partita IVA 16340351002, capitale sociale pari ad Euro 39.213.278,00, interamente sottoscritto e versato, iscritta all'Albo delle Banche - e dei gruppi Bancari in qualità di società capogruppo del gruppo bancario "Gruppo Banca CF+" - tenuto dalla Banca d'Italia al numero 10312.7, nonché aderente al Fondo Interbancario di Tutela dei Depositi e al Fondo Nazionale di Garanzia;
(ii) Gianluca Garbi, nato a Milano, il 18 settembre 1970, codice fiscale GRBGLC70P18F205D, coniugato in regime di separazione dei beni;
(iii) Società di Gestione delle Partecipazioni in Banca Sistema S.r.l., siglabile SGBS S.r.l., società a responsabilità limitata costituita in Italia ed operante in base alla legislazione italiana, con sede legale in Alba (CN), Corso Torino 18, numero di iscrizione al Registro delle Imprese di Cuneo codice fiscale e partita IVA 03371510045; e
(iv) Garbifin S.r.l., società a responsabilità limitata costituita in Italia ed operante in base alla legislazione italiana, con sede legale in Alba (CN), Corso Torino 18, numero di iscrizione al Registro delle Imprese di Cuneo, codice fiscale e partita IVA di 03574450049.

Si precisa che alla data di sottoscrizione dell'Accordo, GG è socio unico di Garbifin che a sua volta è titolare di una partecipazione di controllo in SGBS. GG, pertanto, detiene, direttamente e indirettamente per il tramite di SGBS e di Garbifin, complessivamente n. 19.995.371 azioni ordinarie di Banca Sistema, pari a circa il 24,86% del suo capitale sociale e al 23,97% dei relativi diritti di voto.

Ai sensi dell'art. 130, c. 1, lett. (c), del Regolamento Emittenti, si precisa che:

(a) alla data delle Informazioni Essenziali, solo GG, SGBS e Garbifin sono titolari di strumenti finanziari di Banca Sistema (e cioè delle azioni indicate sub § 2) e tutte le azioni di Banca Sistema detenute da GG, SGBS e Garbifin sono oggetto dell'Accordo; e
(b) nessuna delle Parti esercita, in virtù dell'Accordo, il controllo sulla Società ai sensi dell'articolo 93 del TUF.

4. Tipo e contenuto delle pattuizioni parasociali previste dall'Accordo

Le pattuizioni parasociali previste dall'Accordo sono riconducibili a quelle di cui all'art. 122, comma 1 e comma 5, del Testo Unico della Finanza e sono qui di seguito sintetizzate.

4.1 Impegni relativi all'Offerta

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L'Accordo ha ad oggetto l'impegno di adesione da parte degli Aderenti all'Offerta e i correlati limiti alla circolazione delle azioni detenute dagli Aderenti nel capitale sociale di Banca Sistema. In particolare, l'Accordo prevede che GG, SGBS e Garbifin:

(a) si sono impegnati irrevocabilmente nei confronti dell'Offerente a portare in adesione all'Offerta (i) la totalità delle azioni da essi detenute nel capitale sociale di Banca Sistema, accettando l'Offerta entro il 5° (quinto) giorno di borsa aperta successivo all'inizio del periodo di adesione ai sensi della procedura di adesione di cui al documento di offerta e procedendo, a seguito dell'esito positivo dell'Offerta, al trasferimento delle predette azioni a CF+ e (ii) ogni ulteriore azione Banca Sistema di cui dovessero divenire titolari a qualsiasi titolo dopo aver portato in adesione le azioni sub (i), entro il giorno di borsa aperta successivo all'acquisto di tali azioni e comunque non oltre il termine del periodo di adesione all'Offerta;
(b) non vendano, trasferiscano o altrimenti dispongano di, ovvero costituiscano vincoli e gravami di ogni genere e natura nonché qualsiasi diritto di terzi su, azioni Banca Sistema o strumenti finanziari che attribuiscano al relativo titolare il diritto di acquistare o sottoscrivere azioni Banca Sistema o che conferiscano una posizione lunga sulle stesse, né assumano alcun impegno in tal senso;
(c) non accettino, né assumano impegni ad accettare o altrimenti concordino offerte, intese, fusioni o altre combinazioni aziendali effettuate o proposte in relazione alle azioni Banca Sistema e/o a Banca Sistema da soggetti diversi da CF+ e non sottoscrivano patti parasociali o altri contratti o accordi aventi ad oggetto azioni Banca Sistema detenute dagli Aderenti;
(d) non acquistino o assumano impegni ad acquistare, né facciano sì che le proprie affiliate acquistino o assumano impegni ad acquistare, direttamente o indirettamente, azioni e/o strumenti finanziari di Banca Sistema, nonché altri strumenti finanziari collegati, fino a 6 mesi dal completamento dell'Offerta;
(e) non avanzino proposte e non esprimano voto favorevole e/o si astengano, nelle assemblee degli azionisti dell'Emittente su proposte di deliberazione aventi ad oggetto atti od operazioni che possano contrastare il conseguimento degli obiettivi dell'Offerta;
(f) non pongano in essere atti od operazioni (ivi inclusa la conclusione di contratti, patti parasociali o altri accordi) che possano contrastare il conseguimento degli obiettivi dell'Offerta o siano comunque idonei a pregiudicare l'operazione o ritardarne l'esecuzione, ivi inclusa la mera ricerca di altre offerte ovvero operazioni alternative all'Offerta, o che facciano sorgere in capo alle stesse un obbligo di promuovere un'offerta pubblica di acquisto obbligatoria sulle azioni Banca Sistema ai sensi della disciplina applicabile;
(g) non effettuino, né facciano sì che le proprie affiliate o le persone che agiscono in concerto con gli stessi effettuino, operazioni che, per qualsivoglia ragione, possano determinare un aumento del prezzo dell'Offerta o che possano essere ragionevolmente ritenute atte a pregiudicare l'esito positivo dell'Offerta, né svolgano azioni o rilascino dichiarazioni che possano essere ragionevolmente ritenute atte a provocare un ritardo dell'Offerta o che possano essere ragionevolmente ritenute atte a pregiudicare l'esito positivo dell'Offerta;
(h) non partecipino, direttamente o indirettamente, a colloqui o trattative, non stipulino accordi o intese, non assumano obblighi o diano alcuna indicazione di intenti (e non consentano il verificarsi di tali circostanze) in relazione alle azioni di Banca Sistema, né compiano alcuno degli atti elencati che precedono, che possano, in ciascun caso, limitare o impedire l'accettazione dell'Offerta da parte di un soggetto o la capacità di tale soggetto di rispettare l'Accordo o altrimenti coadiuvare, consigliare o incoraggiare un soggetto terzo a compiere gli atti elencati di cui sopra;

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(i) non sollecitino, e non inducano i loro rappresentanti e consulenti a sollecitare, offerte od operazioni alternative di qualsivoglia natura rispetto alle azioni Banca Sistema e alle questioni oggetto dell'Accordo e cessino, a partire dalla data dell'Accordo, ogni colloquio o trattativa diretta o indiretta con terzi rispetto alle questioni oggetto dell'Accordo.

4.2 Impegni relativi alla governance di Banca Sistema ad esito dell'Offerta

L'Accordo prevede che, subordinatamente al buon esito dell'Offerta:

(i) GG rassegni le proprie dimissioni dalla carica di Amministratore e Amministratore Delegato di Banca Sistema (con efficacia decorrente dalla data dell'assemblea chiamata a nominare il nuovo organo di amministrazione dell'Emittente o comunque della sostituzione degli amministratori dimissionari) e cessi altresì dalla carica di Direttore Generale, nel rispetto dei termini previsti al successivo paragrafo 4.3;
(ii) venga convocata per una data prossima al 40° giorno successivo alla prima data di pagamento dell'Offerta l'assemblea ordinaria degli azionisti dell'Emittente per la nomina del nuovo organo amministrativo di Banca Sistema;
(iii) entro il 5° giorno di calendario successivo alla prima data di pagamento dell'Offerta, un numero di amministratori dell'Emittente necessario ai fini dell'applicazione del meccanismo di cessazione anticipata dell'intero organo amministrativo di cui all'art. 10.5 dello statuto di Banca Sistema rassegni le proprie dimissioni, con efficacia decorrente dalla data della assemblea chiamata a nominare il nuovo organo di amministrazione dell'Emittente o della sostituzione degli amministratori dimissionari.

L'Accordo prevede inoltre impegni di manleva e di indennizzo di CF+ nei confronti degli amministratori dimissionari (incluso GG) che dichiarino di non avere, e comunque di rinunciare irrevocabilmente e incondizionatamente, a qualsiasi pretesa nei confronti di Banca Sistema per compensi, rimborsi spese o qualsiasi altra ragione con riferimento alla carica ricoperta, fatto salvo il rateo dei compensi (inclusivi dei gettoni di presenza e dei rimborsi spese) maturati alla data di effetto delle dimissioni e non ancora pagati.

4.3 Impegni relativi alla cessazione anticipata di GG dalla carica di Amministratore Delegato e Direttore Generale di Banca Sistema

Subordinatamente al buon esito dell'Offerta, le Parti si sono impegnate a far sì che GG e Banca Sistema sottoscrivano un accordo di risoluzione consensuale che preveda, a fronte delle dimissioni di GG dalla carica di Amministratore e Amministratore Delegato di Banca Sistema e della cessazione di GG dalla carica di Direttore Generale e quale condizione delle stesse:

(i) nel rispetto di quanto previsto dalla normativa di legge e regolamentare vigente, nonché in conformità con la politica di remunerazione di Banca Sistema vigente alla relativa data di cessazione, il riconoscimento a GG di tutto quanto allo stesso spetterebbe in relazione alla cessazione anticipata della propria carica di Amministratore Delegato e Direttore Generale in linea con gli accordi in essere e con quanto previsto dalla politica in materia di remunerazione vigente, incluso quanto deliberato dall'assemblea dei soci del 30 aprile 2021, come successivamente confermato dall'assemblea dei soci del 24 aprile 2024;
(ii) un impegno di non concorrenza a titolo oneroso in capo a GG della durata di 2 anni;
(iii) la facoltà di GG di continuare a rivestire la propria carica di Amministratore e Presidente del Consiglio di Amministrazione di Kruso Capital S.p.A.

È altresì previsto che, a seguito dell'efficacia della cessazione di GG dalla carica di Amministratore e Amministratore Delegato di Banca Sistema nonché della risoluzione consensuale del suo rapporto di Direttore Generale con Banca Sistema, GG e Banca Sistema sottoscrivano un contratto di consulenza

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avente ad oggetto lo svolgimento da parte di GG di attività di supporto strategico, tecnico e relazionale finalizzata al recupero da parte dell'Emittente dei crediti da quest'ultima vantati nei confronti della pubblica amministrazione.

5. Durata dell'Accordo

Gli obblighi delle Parti ai sensi dell'Accordo verranno meno e cesseranno automaticamente di avere effetto qualora l'Offerta non sia promossa entro il 31 dicembre 2025 o, comunque, le condizioni di efficacia dell'Offerta non si verifichino e pertanto l'Offerta non sia portata a compimento (e, quindi, il corrispettivo iniziale in contanti di Euro 1,382 non sia corrisposto) entro il 30 giugno 2026.

6. Altre informazioni sull'Accordo

Ai sensi dell'art. 130, c. 2, lett. (c) e (d), del Regolamento Emittenti, si precisa che l'Accordo prevede l'impegno degli Aderenti a (i) non recedere dall'Accordo e dagli impegni ivi contenuti, nonché a (ii) non revocare la propria adesione all'Offerta, anche nel caso in cui vengano lanciate una o più nuove offerte concorrenti da parte di terzi sulle azioni Banca Sistema, ivi inclusi i casi in cui i termini di tali offerte concorrenti (compreso il relativo prezzo di offerta) siano – o sembrino essere – più favorevoli di quelli dell'Offerta.

In caso di mancato rispetto, anche da parte di solo uno degli Aderenti degli impegni sopra rappresentati, gli Aderenti saranno obbligati, in solido tra loro, a corrispondere a CF+ una break-up fee pari al doppio dei costi di transazione effettivamente pagati e documentati dall'Offerente che, comunque, non potranno superare l'importo massimo di complessivi Euro 6 milioni.

In deroga a quanto precede, esclusivamente in caso di modifiche ai termini e alle condizioni dell'Offerta da parte dell'Offerente che risultino in una diminuzione dell'ammontare del corrispettivo così come originariamente indicato nella Comunicazione, gli Aderenti potranno recedere dall'Accordo liberamente e senza oneri. Resta in ogni caso inteso che tale facoltà di recesso non troverà applicazione in caso di variazioni in diminuzione del corrispettivo dell'Offerta che siano conseguenza: (i) della distribuzione di dividendi ordinaria (ivi inclusi acconti sui dividendi) o straordinaria di dividendi prelevati da utili e/o altre riserve; o (ii) di operazioni sul capitale sociale dell'Emittente (ivi incluso, a titolo esemplificativo, aumenti o riduzioni di capitale) e/o sulle azioni di Banca Sistema (incluso, a titolo esemplificativo, accorpamento o annullamento di azioni), in conformità con quanto comunicato dall'Offerente nella Comunicazione.

Ai sensi dell'art. 130, c. 2, lett. (b)-(e), del Regolamento Emittenti, si precisa che l'Accordo non prevede:

(i) la costituzione di alcun organo per l'esecuzione delle pattuizioni parasociali previste dall'Accordo;
(ii) alcuna clausola di rinnovo (automatico o meno) di alcuna delle pattuizioni parasociali previste dall'Accordo;
(iii) l'obbligo di deposito degli strumenti finanziari oggetto delle Pattuizioni Rilevanti presso alcun soggetto diverso dai relativi titolari, ossia GG, SGBS e Garbifin, i quali, sino al perfezionamento della vendita delle proprie partecipazioni continueranno a detenerli nel rispetto del regime di dematerializzazione cui tali strumenti sono soggetti.

7. Deposito delle pattuizioni parasociali previste dall'Accordo e pubblicazione delle Informazioni Essenziali

Le pattuizioni parasociali previste dall'Accordo sono depositate nei termini di legge presso il Registro

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delle Imprese tenuto dalla Camera di Commercio di Milano Monza Brianza Lodi, territorialmente competente con riguardo alla sede sociale di Banca Sistema, e le Informazioni Essenziali sono pubblicate, nei modi e nei termini di legge, sul sito internet di Banca Sistema.

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This is an English courtesy translation of the original documentation prepared in Italian language. In the event of
inconsistencies, the original Italian version of this document shall prevail in any event over this English courtesy
translation

M.2 Offeror's Notice

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THIS DOCUMENT MUST NOT BE DISCLOSED, PUBLISHED, OR DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN ANY COUNTRY WHERE SUCH DISCLOSURE, PUBLICATION, OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAWS OR REGULATIONS IN THAT JURISDICTION.

VOLUNTARY PUBLIC TENDER OFFER LAUNCHED BY BANCA CF+ S.P.A. FOR ALL THE ORDINARY SHARES OF BANCA SISTEMA S.P.A.

Notice pursuant to Article 102, paragraph 1, of Legislative Decree No. 58 of February 24, 1998, as subsequently amended and supplemented ("TUF"), and Article 37 of the Regulation adopted by Consob with Resolution No. 11971 of May 14, 1999, as subsequently amended and supplemented (the "Issuers' Regulation")

Milan, June 30, 2025 - Pursuant to and for the purposes of Article 102, paragraph 1, of the TUF and Article 37 of the Issuers' Regulation, Banca CF+ S.p.A. ("CF+" or the "Offeror"), hereby announces its decision (the "Notice") to launch a voluntary tender offer pursuant to Articles. 102 et seq. of the TUF (the "Offer") having as its object no. 80,421,052 ordinary shares (i.e., all shares issued by Banca Sistema as of today's date) (the "Shares") of Banca Sistema S.p.A. ("Banca Sistema", the "Issuer" or the "Company") admitted to trading on Euronext Milan, Euronext STAR Milan segment, organized and managed by Borsa Italiana S.p.A. ("Borsa Italiana").

The Offer is not aimed at delisting the Shares of the Issuer.

CF+ will recognize a total consideration equal to Euro 1.80 for each Share tendered to the Offer made up by the following components:

(a) Euro 1.382 in cash (the "Initial Consideration"), to be paid on the trading day to be agreed with Borsa Italiana, subject to any extensions or other changes to the Offer that may occur in accordance with applicable laws or regulations (the "Payment Date"); and
(b) Euro 0.418 (the "Deferred Consideration"), and, together with the Initial Consideration, the "Consideration"), to be paid within 6 months after the completion of the Offer and the Payment Date of the Initial Consideration (the "Deferred Consideration Payment Date") through the allocation of no. 21 shares of Kruso Kapital S.p.A, admitted to trading on Euronext Growth Milan, multilateral trading facility organized and managed by Borsa Italiana (the "Relevant Subsidiary" or "KK"), subject to the split (frazionamento) of the

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outstanding KK shares on the basis of a 1:98 ratio, for each Share tendered to the Offer.

It remains understood that:

(i) if it is not possible to allocate, in whole or in part, the KK shares, after splitting, by the Deferred Consideration Payment Date, the shareholders of the Company accepting the Offer will be paid the amount of Euro 0.0199 in cash for each KK share, after splitting, not allocated (and, therefore, if none of the no. 21 KK shares, after splitting, can be allocated, the amount to be paid in cash will be equal to Euro 0.418 per each Share tendered to the Offer, i.e., the entire Deferred Consideration);
(ii) notwithstanding the provisions of point (i) above, exclusively if (aa) it is not possible to allocate, in whole or in part, KK shares due to the transfer by Banca Sistema of KK shares to third parties - including in fulfilment of contractual commitments in place with reference to the KK Shareholders' Agreement, as better described in paragraph 1.6 - and (bb) such transfer is made at an average price per KK share of more than 10% less than Euro 1.95, the shareholders of the Company accepting the Offer will be paid an amount equal to: (average transfer price per KK share multiplied by 0.21431) in cash for each Banca Sistema Share, tendered to the Offer;
(iii) if it is not possible to allocate KK shares to the Company's shareholders accepting the Offer for reasons attributable to them, such as, by way of example and without limitation, bylaws prohibitions or policies that do not allow the purchase of financial instruments such as KK Shares, the shareholders of Banca Sistema accepting the Offer will not receive any cash adjustment under any circumstances.

In this regard, in order to reduce this risk and encourage maximum participation in the Offer by Banca Sistema shareholders, the Offeror favorably considers the possible initiation by KK of the process of trans-listing KK shares from the Euronext Growth Milan multilateral trading facility to the regulated market of Euronext Milan, if the requirements are met.

For the purposes set out above, it is hereby specified that:

as of the date of this Notice, the KK shares are not available to the Offeror as KK is controlled by Banca Sistema, which holds 17,371,795 shares, equal to 70.59% of the share capital. Therefore, upon completion of the Offer, the Offeror will acquire indirect ownership thereof. It should be noted that, therefore, the

1 This numerical value of 0.2143 is equal to the ratio between the 17,233,083 KK shares held by Banca Sistema considered for the purposes of the Offer and the 80,421,052 Banca Sistema shares.

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shareholders of Banca Sistema subject to the Offer, as at the date of this Notice, indirectly participate, through the Issuer, in the share capital of KK;

the allocation ratio of KK shares for each Banca Sistema Share tendered to the Offer is fixed and, therefore, in the event of Banca Sistema Shares not tendered to the Offer (aa) the Deferred Consideration paid to Banca Sistema shareholders accepting the Offer will remain unchanged and (bb) Banca Sistema will remain the holder of the KK shares that would have been allocated in connection with Banca Sistema Shares not tendered to the Offer;
the value of Euro 0.0199 per KK share post-split has been determined considering that:
- the average price of KK shares (pre-split) weighted by volume in the 30 days prior to the date of this Notice is equal to Euro 1.95;
- following the split 1:98, the price per KK share would be equal to Euro 0.0199;
- the allocation of no. 21 KK shares post-split at a price of Euro 0.0199 results in an amount equal to Euro 0.418 per Banca Sistema share.

The Consideration, consisting of the Initial Consideration and the Deferred Consideration, incorporates: (i) a premium equal to approximately 9.0% over the weighted arithmetic average of the official prices of the Shares during the 3 months preceding the date of this Notice (included); and (ii) a premium equal to approximately 8.9% over the weighted arithmetic average of the official prices of the Shares during the 6 months preceding the date of this Notice (included).

For further information regarding the premium percentages compared to the daily weighted average prices of the Shares, please refer to paragraph 3.2 of this Notice.

The Consideration was determined on the assumption that, prior to the Payment Date, including the payment date as a result of the Reopening of the Terms (as defined below):

(i) the Issuer does not approve or initiate any ordinary distribution (including interim dividends) or extraordinary distribution of dividends taken from profits and/or other reserves; and
(ii) the Issuer does not approve or initiate any transaction on its share capital (including, without limitation, capital increases or decreases) and/or on its Shares (including, without limitation, the reverse stock split or cancellation of shares).

If, prior to the Payment Date, including as a result of the Reopening of the Terms, the Issuer pays a dividend (including an interim dividend) and/or makes a distribution of reserves to its shareholders, or in any event the coupon (cedola) pertaining to dividends

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resolved upon but not yet paid is detached from the Shares, the Consideration shall be adjusted downward to take into account the dividend distributed (or the interim dividend) or the reserve distributed.

Without prejudice to the Conditions of Effectiveness of the Offer (as defined below, for which please refer to paragraph 1.5 of this Notice), should the Issuer approve or initiate any transaction on its share capital (including, without limitation, capital increases or reductions) and/or its Shares (including, without limitation, reverse stock split or cancellation of shares), such circumstance shall result in an adjustment of the Consideration if the Offeror waives its right to avail itself of the relevant Condition of Effectiveness, where applicable, in relation with such single event.

Any adjustment to the Consideration as a result of the foregoing will be disclosed in the manner and within the timeframe prescribed by applicable laws and regulation.

On 29 June 2025, the Offeror, on the one hand, and Gianluca Garbi, SGBS S.r.l. and Garbfin S.r.l. (the "Tendering Shareholders"), on the other hand, entered into an agreement (the "Agreement"), pursuant to which, inter alia, the Tendering Shareholders undertook irrevocably vis-à-vis the Offeror to adhere to the Offer by tendering a total of no. 19.995.371 ordinary shares of the Issuer, representing approximately 24.86% of the Issuer's share capital.

The Offeror intends to meet the commitments to pay the Consideration through the use of its own financial resources. In any case, CF+ benefits from the full capital support of funds managed by Elliott Investment Management L.P., as its reference shareholder, in support of the growth and development plans following the completion of the Offer.

The legal basis, the terms and essential elements of the Offer are indicated below. For any further information and for a complete description and assessment of the Offer, please refer to the offer document that will be prepared on the basis of model 2A of Annex 2 of the Issuers' Regulation and made available in the manner and within the time prescribed by applicable laws and regulations (the "Offer Document").

The Offeror states that, in taking the decision to launch the Offer, it conducted a limited due diligence activity on the Issuer.

1. LEGAL BASIS, REASONS AND CONDITIONS OF THE OFFER

1.1 Legal basis of the Offer

The Offer is a voluntary tender offer, launched pursuant to Articles 102 and 106, paragraph 4 of the TUF and the relevant implementing provisions set out in the Issuers' Regulation, having as its object all of the Shares of the Issuer, including any treasury

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shares held from time to time, directly and indirectly, by the Issuer (the "Treasury Shares").

The commencement of the Offer is subject to the obtainment of the Preliminary Authorizations set forth in paragraph 1.4 below, while its effectiveness is subject to the Conditions of Effectiveness set forth in paragraph 1.5 below.

1.2 Reasons for the Offer

Since August 2021, following the corporate reorganization of the former Credito Fondiario group, CF+ positions itself as a bank specialized in providing credit to small and medium-sized enterprises, by responding quickly and flexibly to their liquidity and financing needs, also through a digital interaction model between bank and business.

The market segment of specialized banks is characterized by the presence of multiple operators with specialized expertise who are able to provide highly customized and flexible services compared to traditional players, but which, due to their small size, are exposed to risks arising from the current complex financial, market and geopolitical environment.

In this context, consolidation transactions allow specialized players to strengthen their capital base and increase profitability and efficiency over the medium- to long-term horizon.

In light of the above, the Offeror is interested in promoting the Offer with the purpose of (i) consolidating its competitive position, maximizing the economies of scale, achievable through dimensional growth, and (ii) reduce the business risk through greater diversification of product and customer mix, also through the contribution of the expertise, customer relationships and products offered by the Issuer.

Based on its strategic guidelines and medium/long-term objectives, CF+ considers the integration with the Issuer a strategic lever for accelerating and maximizing value creation for all stakeholders involved.

The Offer represents a market transaction addressed to all shareholders of the Issuer, who, by accepting the Offer – given the proposed price structure – will simultaneously have the opportunity to:

immediately enhance the value of the investment made over time in the Issuer while reducing the potential risks associated with the achievement of medium- to longterm strategic objectives, through the payment of the Initial Consideration;
retain their investment in the pledge credit business, thereby ensuring continuity in the pursuit of the industrial and financial objectives previously outlined, through the payment of the Deferred Consideration.

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1.3 Industrial and strategic aspects

Following the completion of the Offer and based on data as of December 31, 2024, the new entity resulting from the transaction would have total net assets of over Euro 6.5 billion, of which Euro 4.3 billion consisting of customer receivables. The Issuer's customers will benefit from the Offeror's range of products and services, which will complement those currently offered by the Issuer. The contribution of these resources in terms of capital aggregates will serve to strengthen the Offeror's position as a specialized bank in the Italian market, positioning itself as a potential aggregator for other players.

Although no formal decisions have been taken by the competent corporate bodies of the Offeror as of the date of this Notice, in order to accelerate the integration process and value creation, the Offeror intends to proceed with the merger by incorporation of the Offeror into the Issuer (the "Merger") as soon as possible following the completion of the Offer. The purpose of the Merger is:

to ensure better strategic coordination and governance efficiency;
to eliminate duplications in terms of organizational structures necessary to manage separate legal entities, while simultaneously maximizing operational efficiency;
to increase with new resources the intermediary's already solid capital position.

With regard to the latter aspect, the Offeror acknowledges that - following a specific request from the Bank of Italy - on March 21, 2025, as disclosed to the market, the Board of Directors of Banca Sistema approved the update of the capital plan for the three-year period 2025-2027 (the "Capital Plan"), the results of which substantially confirm the profit targets and capital ratios outlined in the 2024-2026 business plan approved in May 2024, which also takes into account the planned synthetic securitizations transactions (SRTs) and traditional securitization transactions, the judgments of the European Court of Human Rights and additional management initiatives.

The integration of the Offeror and the Issuer will enable:

• the competitive positioning of the operator resulting from the integration to be strengthened through growth in size and the achievement of a scale that will enable cost synergies to be realized and development investments to be optimized;

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diversify the composition of revenues through business segments that are complementary to the current structure and the offering of products with high strategic value;
consolidate relationships with corporate customers following the development of a comprehensive credit platform offering short- and medium- to long-term products, which will allow to capture a larger share of customer credit demand;
rationalize the funding structure in terms of composition and cost, with a consequent stabilization of funding and optimization of asset yields to benefit expansion, also thanks to the capital market as a facilitator in terms of funding;
develop a greater ability to attract new talent with specific professional skills to support business development;

These objectives will be achieved by maintaining a solid capital position and creating value for shareholders through the distribution of sustainable dividends over time.

To this end, it will be essential that - as a consequence of the Merger of the Offeror into the Issuer - the entity resulting from the Merger remains a listed company, which will allow greater flexibility in seizing strategic opportunities, including by facilitating the potential role of aggregator of specialist entities in the market.

In order to pursue its strategic and industrial objectives of becoming a specialized bank of reference for the SME sector, the Offeror does not consider the pledge loan business to be strategic, which is why the Deferred Consideration will be paid through the allocation of this asset, represented by the shares of KK held by Banca Sistema, to the shareholders participating in the Offer.

It is understood that, following the completion of the Offer and in any case until the Deferred Consideration Payment Date, the Offeror intends to ensure, to the extent of its competence, that KK is managed on a going concern basis, with diligence and in accordance with ordinary and prudent management criteria, without undertaking or pursuing any action, initiative or transaction that could significantly modify or alter KK and/or that could result in an alteration, even prospective, of KK's income, equity and/or financial conditions.

1.4 Authorizations

The Offeror, within the date of submission of the Offer Document to Consob, shall file the following applications with the competent authorities for obtaining the preliminary authorizations required by applicable law and by the sector-specific regulations under Article 102, paragraph 4 of the TUF in connection with the Offer:

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(i) Application to be filed with the European Central Bank and the Bank of Italy for the preliminary authorization for the direct and indirect acquisition of a controlling interest in the Issuer, pursuant to Articles 22 et seq. of Directive (EU) 36/2013 of the European Parliament and of the Council of 26 June 2013 as well as Articles 19 and 22 of Legislative Decree no. 385 of 1 September 1993 ("TUB");
(ii) Application to be filed with the Bank of Italy for prior authorization for the indirect acquisition of a controlling interest in KK, pursuant to Articles 19 and 22 of TUB, as referred to in Article 110 of TUB;
(iii) Application to be filed with the Bank of Italy for the authorization of the acquisition, by the Offeror, of direct and indirect shareholdings which, in the aggregate, exceed 10% of the consolidated equity of the Offeror's banking group, pursuant to Articles 53 and 67 of the TUB, as implemented in Part Three, Chapter I, Section V, of the Bank of Italy Circular no. 285 of 17 December 2013;
(iv) Application pursuant to Article 56 of the TUB and Title III, Chapter 1, Section II and III of Bank of Italy Circular no. 229 of 12 April 1999 for the bylaws amendments related to the share capital increase functional for maintaining regulatory capital requirements, as well as application for authorization pursuant to Articles 26 and 28 of Regulation (EU) 575/2013 to count the newly issued shares among primary tier 1 capital instruments;
(v) All other applications or communications for obtaining prior authorizations or clearances that, pursuant to the sector-specific regulations set forth in Article 102, paragraph 4, of the TUF, may be necessary in connection with the Offer, including those that may be required from foreign competent authorities

(collectively, the "Preliminary Authorizations").

It should be noted that, pursuant to Article 102, paragraph 4 of the TUF, Consob's approval of the Offer Document may occur only after obtaining each of the Preliminary Authorizations.

Furthermore, the Offeror shall submit, within the date of submission of the Offer Document to Consob, (i) the necessary communications to the competent authorities on the control of concentrations between companies; (ii) the necessary communications to the Presidency of the Council of Ministers pursuant to Article 2 of Legislative Decree no. 21 of 15 March 2012, as amended (so-called golden power); and (iii) all other applications for the obtainment of authorizations necessary for the purpose of completing the Offer (collectively, the "Other Authorizations" and, together with the Preliminary Authorizations, the "Authorizations").

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For the sake of completeness, it should be noted that the Issuer's shareholders who, as a result of accepting the Offer, will come to hold, directly or indirectly, an interest in KK subject to preliminary authorization pursuant to Articles 19 and 110 of the TUB (the "Qualified Participation"), shall be required to submit an application pursuant to Articles 19 and 110 of the TUB to the Bank of Italy in order to obtain such authorization (the "Qualified Participation Authorization").

If the Offer is completed and, in any case, following the Payment Date of the Initial Consideration, the Offeror will, within the Deferred Consideration Payment Date, pay the Deferred Consideration to the shareholders of Banca Sistema who have accepted the Offer as soon as possible by allocating KK shares in such a way that, following the aforementioned allocation of KK shares, the same shareholders adhering to the Offer come to hold a stake not exceeding the threshold for which the Qualified Participation Authorization would otherwise be required.

If the shareholders of Banca Sistema adhering to the Offer obtain the Qualified Participation Authorization by the Deferred Consideration Payment Date, the Offeror will pay to them as soon as possible - through the allocation of KK shares in accordance with the terms and conditions set out in the Offer - the remaining portion of the Deferred Consideration that exceeds the limit within which the stake in KK may be acquired even in absence of the Qualified Participation Authorization.

If the shareholders of Banca Sistema accepting the Offer do not obtain the Qualified Participation Authorization by the Deferred Consideration Payment Date, the Offeror will pay as soon as possible to the persons identified by them - through the allocation of KK shares in accordance with the terms and conditions set out in the Offer - the remaining portion of the Deferred Consideration that results in the limit being exceeded, within which the stake in KK may be acquired even in absence of the Qualified Participation Authorization. In this case, the shareholders of Banca Sistema accepting the Offer shall identify such persons among third parties that do not qualify as related parties of the shareholders of Banca Sistema accepting the Offer and/or of the Offeror nor as persons acting in concert with them, and promptly notify the Offeror of their names so that the latter can proceed to fulfil its obligations to pay the Deferred Consideration.

In any case, it remains understood that, if the Banca Sistema shareholders accepting the Offer do not obtain the Qualified Participation Authorization, the Banca Sistema shareholders accepting the Offer will not receive any cash adjustment for the portion exceeding the limit within which the stake in KK may be acquired even in absence of the Qualified Participation Authorization.

Based on the information available as of the date of this Notice, and considering the commitment to tender entered into under the Agreement, the Tendering Shareholders

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will acquire a Qualified Participation in KK and will therefore be required to file the relevant application.

1.5 Conditions of Effectiveness of the Offer

Without prejudice to (and in addition to) the necessary approval of the Offer Document by Consob upon completion of the relevant preliminary investigation within the terms set forth in Article 102, paragraph 4 of the TUF, the Offer is subject to the occurrence of each of the following conditions of effectiveness (acknowledging that they are set forth below in an order that is not mandatory), which will be further detailed in the Offer Document ("Conditions of Effectiveness"):

(i) That Preliminary Authorizations are issued without any prescriptions, conditions, limitations or commitments by the Offeror (the "Preliminary Authorization Condition");
(ii) That, within the second trading day prior to the Payment Date, the competent antitrust authorities approve without conditions, limitations and prescriptions the acquisition of Banca Sistema proposed by the Offeror in this Offer and that the additional Other Authorizations are also granted without prescriptions, conditions or limitations;
(iii) That, between the date of this Notice and the Payment Date (a) no competent authority, including courts, issues any resolution or measure that would prevent, limit or make more burdensome for the Offeror to complete the Offer or achieve the objectives thereof; (b) Banca Sistema fully and diligently implement all the initiatives provided for in the Capital Plan (including the securitizations (cartolarizzazioni) referred to in the press release published by the Issuer on March 21, 2025) or other initiatives as indicated by the supervisory authority, taking into account the need to comply with the capital ratios; and (c) the initiatives of the Capital Plan are adequate and consistent with Banca Sistema's financial position and, therefore, there is no evidence or prospect of non-compliance with the capital ratios outlined in the 2024-2026 business plan approved by the Issuer in May 2024, as confirmed in the Issuer's press release published on March 21, 2025;
(iv) That the Offeror comes to hold, upon completion of the Offer as a result of acceptances to the Offer and/or any purchases performed outside the Offer in accordance with the applicable laws and regulations during the Tender Period (as defined below) - a participation equal to at least 66.67% of the voting rights exercisable at the Issuer's shareholders' meetings (the "Threshold Condition"); the Offeror reserves the right to partially waive the Threshold Condition, provided that the Offeror comes to hold at the completion of the Offer - as a result of

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acceptances to the Offer and/or any purchases made outside the Offer pursuant to the applicable laws and regulations during the Tender Period - a participation equal to at least 50% plus 1 (one) of the voting rights exercisable in the Issuer's shareholders' meetings (a threshold, the latter, which cannot be waived);
(v) That, between the date of this Notice and the Payment Date, the corporate bodies of the Issuer (and/or one of its directly or indirectly controlled subsidiaries or affiliated companies) do not resolve upon, carry out (even if resolved upon prior to the date of this Notice), or undertake to carry out or in any case procure the completion of (including through conditional agreements and/or partnerships with third parties) acts or transactions: (x) which may result in a significant change, even prospective, in the capital, assets, economic, prudential and/or financial situation and/or activity of the Issuer (and/or one of its directly or indirectly controlled subsidiaries or affiliated companies), (y) which limit the free operation of the branches and networks in the placement of products with customers (including by way of renewal, extension - even as a result of failure to terminate or renegotiation of existing and/or expiring distribution agreements), or (z) that are in any way inconsistent with the Offer and the underlying industrial and commercial reasons, unless this is due in compliance with legal obligations and/or following a request by the supervisory authorities, without prejudice in any case to the provisions of the condition set forth in point (vi) below; the foregoing must be understood as referring, by way of example only, to share capital increases (including where carried out in execution of the powers delegated to the board of directors pursuant to Article 2443 of the Italian Civil Code), capital reductions, distributions of reserves, payments of extraordinary dividends (i.e., those in excess of the profit resulting from the latest approved financial statements at the time of distribution), use of own funds, purchases or disposal of treasury shares, mergers, demergers, transformations, amendments to the bylaws in general, cancellation or consolidation of shares, disposals, acquisitions, exercise of purchase rights or transfers, including on a temporary basis, of assets, shareholdings (or related property or participation rights), service contracts, commercial contracts or distribution contracts for banking, financial or insurance products of companies or business units (including, by way of example, those operating in the insurance sector), bond issues (with the exception of the nonconvertible subordinated bonds issued at market conditions in the normal course of the Issuer's business) or assumption of debt;
(vi) That, in any case, between the date of this Notice and the Payment Date, the Issuer and/or its directly or indirectly controlled subsidiaries and/or affiliated companies do not resolve upon and in any case do not carry out (even if resolved upon prior

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to the date of this Notice), nor undertake to carry out, acts or transactions that may counteract the achievement of the objectives of the Offer pursuant to Article 104 of the TUF, even if such acts or transactions have been authorized by the shareholders' meeting of the Issuer in ordinary or extraordinary session or are decided and implemented independently by the ordinary or extraordinary shareholders' meeting and/or management bodies of the Issuer's controlled subsidiaries and/or affiliated companies;

(vii) That, in any case, between the date of this Notice and the Payment Date, the Banca Sistema Group is properly managed in a diligent manner and in accordance with ordinary and prudent management criteria and the Issuer and/or its directly or indirectly controlled subsidiaries and/or affiliated companies do not resolve upon and in any case do not carry out (even if resolved upon before the date of this Notice) (including through conditional agreements and/or partnerships with third parties) any action or initiative that exceeds the limits of ordinary management activities, as well as acts or transactions that could result in a significant deterioration, including on a forward-looking basis, of the Issuer's capital, assets, economic, prudential and/or financial situation as represented in the Issuer's quarterly report as of March 31, 2025 and/or the Issuer's business;
(viii) That, between the date of this Notice and the Payment Date, no facts, events or circumstances have occurred that would prevent the Offeror from proceeding with the Offer in accordance with the Authorizations received with respect to the same Offer and the provisions contained therein;
(ix) That, by the Payment Date, (x) at the national and/or international level, no extraordinary circumstances or events have occurred which entail or may entail significant adverse changes in the political, health, financial, economic, currency, regulatory or market situation and which have or may have substantially prejudicial effects on the Offer and/or the financial, asset, economic or revenue situation of the Issuer (and/or its controlled subsidiaries and/or affiliated companies) and/or the Offeror (and/or its parent companies, controlled subsidiaries and/or affiliated companies) and/or their financial strength from a regulatory perspective; and (y) no facts or situations have emerged regarding the Issuer (and/or its controlled subsidiaries and/or affiliated companies), that are unknown to the market as at the date of this Notice, which would have the effect of detrimentally altering the business of the Issuer (and/or its controlled subsidiaries and/or affiliated companies) and/or its financial, asset, economic and revenue position (and/or its controlled subsidiaries and/or affiliated companies) and/or its financial strength from a regulatory perspective (and/or its controlled subsidiaries and/or affiliated companies) (the "MAC/MAE Condition"). It is understood that the MAC/MAE

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Condition also includes, among others, all events listed in (x) and (y) above that may occur in the markets where the Issuer, the Offeror or their respective parent companies, controlled subsidiaries and/or affiliated companies operate as a result of, or in connection with, ongoing international political crises, including those taking place in Ukraine and the Middle East, and/or friction over trade tariffs between the United States of America and various countries, including those in the European Union and the People's Republic of China, which, though being events in the public domain as of the date of this Notice could result in detrimental consequences for the Offer and/or the asset, economic, financial or operational situation of the Issuer or the Offeror and their respective controlled subsidiaries and/or affiliated companies and/or their financial strength from a regulatory perspective, such as, but not limited to, the temporary blocking and/or closure of financial and production markets and/or business activities related to the markets in which the Issuer, the Offeror or their respective parent companies, controlled subsidiaries and/or affiliated companies operate, which would have prejudicial effects on the Offer and/or changes in the financial, economic, financial or operational situation of the Issuer, the Offeror or their respective subsidiaries and/or affiliates and/or their financial strength from a regulatory perspective.

The Offeror may waive, in whole or in part and in any case to the extent permitted by the applicable laws, one or more of the Conditions of Effectiveness (subject, with regard to the Threshold Condition, to the minimum unwaivable threshold of 50% plus 1 (one) of the voting rights), or modify them, in whole or in part, in accordance with the applicable laws, by giving notice pursuant to the applicable laws.

Pursuant to Article 36 of the Issuers' Regulation, the Offeror shall notify the fulfilment or non-fulfilment of the Conditions of Effectiveness or, if one or more Conditions of Effectiveness have not been fulfilled, any waiver thereof, within the following time limits:

(i) with regard to Condition of Effectiveness under point (i) relating to Preliminary Authorizations, by the publication of the Offer Document;
(ii) with regard to the Threshold Condition, in the press release on the provisional results of the Offer, which will be published by the end of the last day of the Tender Period (as defined below) – and, in any case, by 7:29 a.m. on the first trading day following the end of the Tender Period – and which must be confirmed in the press release announcing the final results of the Offer, which will be published by 7:29 a.m. on the trading day prior to the Payment Date (as defined below); and
(iii) as regards of all other Conditions of Effectiveness, with the announcement of the final results of the Offer, which will be released by 7:29 a.m. on the trading day prior to the Payment Date (as defined below).

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In the event that even one of the Conditions of Effectiveness is not met and the Offeror does not exercise its right to waive them, the Offer shall not be completed. That should be the case, any Shares tendered to the Offer will be made available again to their respective holders, no later than the trading day following the date on which the failure to complete the Offer is announced. The Shares will return to the availability of their respective holders, without them incurring in any charges or expenses.

1.6 KK Shareholders Agreement

Based on publicly available information, on July 7, 2023, Banca Sistema and Fondazione Cassa di Risparmio di Alessandria, Fondazione Cassa di Risparmio di Cuneo and Fondazione Pisa (the "Foundations" and each one, individually, the "Foundation") executed, with effect from the first trading day of KK shares on Euronext Growth Milan (i.e., January 24, 2024), a shareholders' agreement to regulate their respective rights and obligations relating to the transfer of KK shares in replacement of any other previous agreement, arrangement or understanding, whether oral or written, having the same subject matter (the "KK Shareholders Agreement"), subsequently amended on January 19, 2024.

In particular, pursuant to the KK Shareholders Agreement, Banca Sistema has, inter alia, granted the Foundations the option to purchase (the "Call Option"), in whole or in part, a portion of the shares subject to the KK Shareholders Agreement held by Banca Sistema in KK in the event that a third party – other than those who, on the date of execution of the KK Shareholders Agreement, already held a stake in the share capital of Banca Sistema exceeding 5% – were to become the holder of a stake in the share capital of Banca Sistema exceeding 33% (calculated in terms of voting rights, taking into account that the bylaws of Banca Sistema provide for the increase of voting rights (maggiorazione del voto)), directly or indirectly or through the signing of a shareholders' agreement that as a whole represents the said stake (the "Significant Event").

Pursuant to the KK Shareholders Agreement, upon the occurrence of a Significant Event, each Foundation shall have the right to exercise the Call Option with respect to a number of KK shares subject to the KK Shareholders Agreement owned by Banca Sistema determined in proportion to the Foundation's shareholding in KK with respect to the total shareholdings owned by the Foundations in KK.

The exercise price of each Call Option shall be equal to the product of: (a) the volumeweighted average price of KK shares recorded in the 6 (six) months prior to the date on which Banca Sistema notified the Foundations of the occurrence of the Significant Event or the date on which the Foundation became aware of the Significant Event, less 10% of such weighted average price; and (b) the number of KK shares for which the Call Option is exercised.

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If the Offer is completed and the Offeror becomes the owner of a stake in the share capital of Banca Sistema exceeding 33%, a Significant Event will occur and, therefore, the Foundations will be entitled to exercise the Call Option.

2. PARTICIPANTS IN THE OFFER

2.1. The Offeror

The Offeror is Banca CF+ Credito Fondiario S.p.A., in a shortened form also Banca CF+ S.p.A., a joint stock company incorporated under Italian law, with registered office in Milan, Corso Europa No. 15, 20122, registration number with the Companies Register of Milano-Monza-Brianza-Lodi and tax code no. 00395320583, VAT number 16340351002, share capital of Euro 39,213,278.00, fully subscribed and paid up.

The Offeror is also registered in the Register of Banks - and Banking groups as the parent company of "CF+ Banking Group" ("CF Group+") - held by the Bank of Italy under number 10312.7, as well as a member of the Interbank Deposit Protection Fund (Fondo Interbancario di Tutela dei Depositi) and the National Guarantee Fund (Fondo Nazionale di Garanzia).

According to the company's bylaws, the duration of the Offeror is established until December 31, 2060.

As of the date of this Notice, the Offeror's share capital is divided among the following shareholders:

Shareholder	no. Shares% share capital
Tiber Investments 2 S.à r.l.	35,503,184	90.54%
Panfilo Tarantelli	2,353,240	6.00%
Sergio Ascolani	314,168	0.80%
Iacopo De Francisco	190,930	0.49%
Argenta Holdings S.à r.l.	176,342	0.45%
Michele Ronchi	173,077	0.44%
Salvatore Cordaro	168,884	0.43%
Be Holding S.r.l.	114,558	0.29%

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Quarto S.r.l.	89,151	0.23%
Alberico Potenza	65,000	0.17%
Giovanni Gallo Barbisio	45,650	0.12%
Carlo Goi	19,094	0.05%

As of the date of this Notice, the Offeror is therefore directly controlled by Tiber Investments 2 S.à r.l., with registered office in Luxembourg, 12C rue Guillaume Kroll, L-1882 ("Tiber 2")

It should be noted that, to the Offeror's knowledge, as of the date of this Notice:

the share capital of Tiber 2 is fully owned by European Investments Holding Company S.à r.l., with registered office in Luxembourg, 12C rue Guillaume Kroll, L-1882 ("EIHC");
the share capital of EIHC is directly held, for the 68%, by Elliott International, L.P., with registered office in the Cayman Islands, Ugland House, South Church Street, George Town, Grand Cayman, KY1-1104, and for the 32% by Elliott Associates, L.P., with registered office in the United States of America, 1209 Orange Street, Wilmington, Delaware, DE 19801;
none of the limited partners in Elliott Associates, L.P. holds a participation equal to or greater than 10% or more of the partnership's share capital;
Elliott International Limited with registered office in the Cayman Islands, c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, South Church Street, George Town, Grand Cayman, KY1-1104 - is the only limited partner holding more than 90% of the share capital of Elliott International, L.P;
no one among the shareholders of Elliott International Limited holds a participation equal to or greater than 10% of the share capital of such company.

2.2. Persons acting in concert with the Offeror in connection with the Offer pursuant to Articles 101-bis and 109 of the TUF

By virtue of the foregoing relationships, Tiber 2, EIHC, Elliott International, L.P. and Elliott International Limited are deemed persons acting in concert with the Offeror pursuant to Article 101-bis, paragraph 4-bis, letter b) of the TUF.

In addition, having entered into the Agreement also containing shareholders' agreement provisions (pattuizioni parasociali) related to the Offer and the governance of the Issuer, Gianluca Garbi, SGBS S.r.l. and Garbifin S.r.l. are also deemed as persons acting in

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concert with the Offeror pursuant to Article 101-bis, paragraph 4-bis, letter a) of the TUF (collectively, together with Tiber 2, EIHC, Elliott International, L.P. and Elliott International Limited, the "Persons Acting in Concert").

Notwithstanding the foregoing, only the Offeror will acquire the Shares that will be tendered to the Offer and it will bear the costs arising from the Offer.

For more information about the Agreement, please refer to the essential information that will be published within the terms and in the manner provided by Article 122 of the TUF and Article 130 of the Issuers' Regulation.

2.3. Issuer

The Issuer is Banca Sistema S.p.A., a joint stock company incorporated in Italy and operating under Italian law, with registered office in Milan, Largo Augusto 1/A, ang. via Verziere 13, registration number with the Company Register of Milano Monza Brianza Lodi, tax code and VAT number 12870770158.

The Issuer is also registered in the Register of Banks held by the Bank of Italy under number 03158.3 and, as the parent company of the "Banca Sistema Banking Group" (the "Banca Sistema Group") in the Register of Banking Groups under number 3158, as well as a member of the Interbank Deposit Protection Fund (Fondo Interbancario di Tutela dei Depositi) and the National Guarantee Fund (Fondo Nazionale di Garanzia).

As of the date of this Notice, the Issuer's share capital amounts to Euro 9,650,526.24, fully subscribed and paid up, divided into 80,421,052 Shares, par value Euro 0.12.

The Shares are listed on Euronext Milan, Euronext STAR Milan segment, and are subject to the dematerialization regime pursuant to Article 83-bis of the TUF (ISIN code: IT0003173629).

Pursuant to Article 3 of the bylaws, the duration of the Issuer is established until December 31, 2100 and may be extended in accordance with the law.

2.3.1. Shareholding

The following table shows the subjects who, as of the date of this Notice - based on the notifications available pursuant to Article 120 of the TUF, as published on Consob's website - hold a share of the voting rights of the Issuer exceeding 5% of the voting share capital:

Declarant or subject at the top ofthe participation chain	Direct shareholder	% of voting share capital
Fondazione Sicilia	Fondazione Sicilia	7.399%

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Gianluca Garbi	SocietàdiGestionedellePartecipazioni in Banca SistemaS.r.l.	23.102%
	Garbifin S.r.l.	0.509%
	Total	23.611%
Fondazione Cassa di Risparmio diCuneo	Fondazione Cassa di Risparmio diCuneo	5.011%
Fondazione Cassa di Risparmio diAlessandria	Fondazione Cassa di Risparmio diAlessandria	7.399%

The percentages above, taken from Consob's website and derived from communications made by shareholders pursuant to Article 120 of the TUF, may not be up to date and/or in line with data processed and made public from other sources (including the Issuer's website), if subsequent changes in shareholding had not resulted in disclosure obligations under Article 120 of the TUF on the part of shareholders.

As of the date of this Notice, the Offeror does not hold, either directly or indirectly, any interest in the share capital of the Issuer, except for any positions held for trading purposes.

As of the date of this Notice, to the Offeror's knowledge, there are no shareholders' agreements among the shareholders of Banca Sistema (without prejudice to the Agreement entered into between the Tendering Shareholders and the Offeror), nor is there any individual or legal entity exercising control over the Issuer within the meaning of Article 93 of the TUF.

For further information on the Agreement, please refer to the essential information that will be published in accordance with the terms and conditions set out in Articles 122 of the TUF and 130 of the Issuers' Regulation.

2.3.2. Treasury Shares

As of the date of this Notice, to the Offeror's knowledge, the Issuer doesn't seem to hold any Treasury Shares.

3. MAIN TERMS OF THE OFFER

3.1. Categories and quantity of the Shares subject to the Offer

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The Offer will relate to no. 80,421,052 Shares of the Issuer, representing all the outstanding Shares, including any Treasury Shares. The Shares of the Issuer tendered to the Offer shall be freely transferable to the Offeror and free from liens and encumbrances of every kind and nature, whether in rem, obligatory or personal.

The Offer is addressed, on a non-discriminatory basis and on equal terms, to all holders of the Shares subject to the Offer.

The number of Shares of the Issuer subject to the Offer may be reduced as a result of any purchases of Shares made by the Offeror prior to the beginning of the Tender Period (as defined below), or during the Tender Period, including any extension thereof, in accordance with and within the limits set forth in applicable law. Any such purchases will be promptly disclosed to the market pursuant to Article 41, paragraph 2, letter c), of the Issuers' Regulation.

As of the date of this Notice, based on the information available to the Offeror, Banca Sistema has not issued any convertible debt instruments, warrants, and/or financial instruments that grant voting rights, even limited to specific topics, in the shareholders' meetings of Banca Sistema in ordinary and extraordinary session, nor any other financial instruments that may grant to third parties, in the future, the right to acquire Shares, or even only the right to vote on them, even limited.

3.2. Offer Consideration

3.2.1. Offer Consideration per share

CF+ will pay - for each Share tendered to the Offer - the Consideration represented by the Initial Consideration and the Deferred Consideration.

For the sake of completeness, it should be noted that the Issuer's shareholders who, as a result of accepting the Offer, will come to hold, directly or indirectly, a participation in KK subject to preliminary authorization pursuant to Articles 19 and 110 of the TUB, will be required to submit an application pursuant to Articles 19 and 110 of the TUB to the Bank of Italy in order to obtain such authorization. It remains understood that, if the Banca Sistema shareholders accepting the Offer do not obtain the Qualified Participation Authorization, the Banca Sistema shareholders accepting the Offer will not receive in any case any cash adjustment for the portion exceeding the limit within which the participation in KK can be acquired even in the absence of the Qualified Participation Authorization. For further information in this regard, please refer to paragraph 1.4 above.

The Consideration has been determined under the assumption that the Issuer does not resolve upon and carry out distribution of ordinary or extraordinary dividends from profits or reserves; in such a case, the Consideration shall be automatically reduced by an amount equal to the dividend per each Share.

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The Consideration is understood to be net of stamp duties, to the extent due, and of fees, commissions and expenses, which will be borne by the Offeror. The substitute tax on capital gains, if applicable, shall be borne by the parties accepting the Offer.

The Consideration, consisting of the Initial Consideration and the Deferred Consideration, incorporates: (i) a premium equal to approximately 9.0% over weighted arithmetic average of the official prices of the Shares during the 3 months preceding the date of this Notice (included); and (ii) a premium equal to approximately 8.9% over the weighted arithmetic average of the official prices recorded by the Shares in the 6 months preceding the date of this Notice (included).

It should be noted that, in determining the Consideration, the Offeror did not make use of appraisals prepared by independent parties aimed at assessing the fairness of the same.

3.2.2. Weighted arithmetic average of official prices of the Shares and determination of the Deferred Consideration

The Consideration, consisting of the Initial Consideration and the Deferred Consideration, incorporates the following premiums over the official Share prices recorded in the relevant periods shown in the following table:

Month	Weighted average priceper Share (in Euro)	Difference between theConsideration and theaverage price per Share(in Euro)	Difference betweenConsideration andaverage price per Share(in % from average price)
27 June 2025	1.96	-0.16	-8.35%
1-month price average	1.82	-0.02	-1.02%
3-month price average	1.65	0.15	8.95%
6-month price average	1.65	0.15	8.92%
12-monthpriceaverage	1.59	0.21	13.26%

Source: LSEG as of June 27, 2025.

For the purposes of determining the Deferred Consideration, the value of Euro 0.418 for each Banca Sistema share was determined considering the average price of KK shares weighted by volume in the 30 days prior to the date of this Notice is equal to Euro 1.95,

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the split of 1:98 and the ratio of no. 21 KK shares for each Banca Sistema share, as detailed in the following table.

Key	Description
A	Number of Banca Sistema shares	80,421,052
B	Number of KK shares held by Banca Sistema considered forthe purpose of the Offer	17,233,083(*)
C	30-day weighted average price of KK shares	Euro 1.95(*)
D = B*E	Number of KK shares held by Banca Sistema, considered forthe purpose of the Offer, post-split	1,688,842,134(*)
E	Split ratio	98
F=C/E	Price per KK share post-split	Euro 0.0199(*)
G=D/A	Exchange ratio KK / Banca Sistema	21
H=GxF	Deferred Consideration per share	Euro 0.418(*)

(*) Number subject to approximation.

3.2.3. Total countervalue of the Offer

In the event that all holders of the Shares accept the Offer, the total maximum countervalue of the Offer, calculated on the basis of the Consideration, equal to Euro 1.80 per Share, will be equal to Euro 144,757,894 (the "Maximum Disbursement").

Pursuant to Article 37-bis of the Issuers' Regulation, the Offeror declares that it has taken all necessary steps to ensure its full capacity to meet the payment obligations related to the Consideration.

The Offeror intends to meet its commitments to pay the Consideration through the use of its own financial resources.

The Offeror will obtain and deliver to Consob, no later than the day before the publication of the Offer Document, adequate guarantees in accordance with Article 37 bis, paragraph 3, of the Issuers' Regulation.

3.2.4 Payment of the Consideration

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Subject to the fulfillment (or waiver) of the Conditions of Effectiveness and the completion of the Offer, the payment of the Consideration to the holders of the Shares of the Issuer tendered to the Offer will take place as follows:

(i) as to the Initial Consideration, on the Payment Date;
(ii) as for the Deferred Consideration, within the Deferred Consideration Payment Date.

The Consideration shall be paid, as set forth in the Offer Document, against the transfer to the Offeror of the Shares of the Issuer subject to this Offer, after the accepting shareholders have signed the subscription form, made available for this purpose by the appointed intermediaries, and upon completion of all the necessary formalities for the transfer of the Shares to the Offeror.

With reference to the Deferred Consideration, if it is not possible to allocate, in whole or in part, the KK shares, after splitting, by the Deferred Consideration Payment Date, the amount, terms and methods of payment of the amount to be paid in cash will be indicated in a specific press release to be published by the Offeror.

3.2.5 Offer Tender Period.

The period for the acceptance of the Offer (the "Tender Period") - which shall commence after the publication of the Offer Document, in accordance with applicable laws- will be agreed upon with Borsa Italiana in compliance with the terms set forth in Article 40 of the Issuers' Regulation and shall have a duration ranging from a minimum of 15 to a maximum of 40 trading days, subject to any extensions or any Reopening of the Terms (as defined below).

The terms and conditions for accepting the Offer, as well as the specific dates of the Tender Period, will be detailed in the Offer Document.

Pursuant to Article 40-bis of the Issuers' Regulation, no later than the trading day following the payment date at the end of the Tender Period, the Tender Period shall be reopened for five trading days (the "Reopening of the Terms") if the circumstances referred to in Article 40-bis, paragraph 1(a) of the Issuers' Regulation occur, provided that the cases referred to in Article 40-bis, paragraph 3, of the Issuers' Regulation do not apply.

3.2.6 Changes to the Offer

In compliance with the limits provided for by the applicable law and, in particular, with the limits and modalities set forth under Article 43 of the Issuers' Regulation, the Offeror reserves the right to make changes to the Offer up to the day preceding the day scheduled for the end of the Tender Period.

3.3 Markets on which the Offer will be launched

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The Offer will be promoted exclusively in Italy pursuant to Articles 102 et seq. of the TUF.

The Offer shall not be promoted or distributed, directly or indirectly, in the United States of America, Australia, Canada, Japan or any other country in which the Offer is not permitted without due authorization from the competent local authorities or would otherwise constitute a violation of applicable laws or regulations (the "Other Countries"), nor by means of international communication or trade instruments (including, without limitation, the postal network, fax, telex, e-mail, telephone and internet) of the United States of America, Australia, Canada, Japan or the Other Countries, nor through any facility of any of the financial intermediaries of the United States of America, Australia, Canada, Japan or the Other Countries, nor in any other manner whatsoever.

3.4 Indicative timeline of the Offer

The Offeror will submit the Offer Document to Consob within 20 calendar days from today's date, pursuant to Article 102, paragraph 3, of the TUF. Within the same term, the Offeror will file the applications for the obtainment of the Preliminary Authorizations pursuant to Article 102, paragraph 4, of the TUF, as well as the necessary communications and/or applications for the obtainment of the Other Authorizations.

The Offer Document will be published following Consob's approval of the Offer Document itself after obtaining the Preliminary Authorizations pursuant to Article 102, paragraph 4, of the TUF.

The Tender Period will begin following the publication of the Offer Document, in accordance with the applicable law.

Subject to the fulfillment (or waiver) of the Conditions of Effectiveness and the completion of the Offer, the Offeror will proceed with the payment of the Consideration.

4. DELISTING OF THE ISSUER'S SHARES

The Offer is not aimed at delisting the Shares of the Issuer.

In light of the above, if the Offeror - also taking into account the shareholdings held by the Persons Acting in Concert - comes to hold, following the Offer, as a result of the acceptances to the Offer (including any Reopening of the Terms) and/or any purchases made by the Offeror outside the Offer after the date of this Notice and by the end of the Tender Period (as well as during any Reopening of the Terms) a total shareholding above 90% but below 95% of the Issuer's share capital - also taking into account treasury shares held by the Issuer, even indirectly - (the "Sell Out Procedure under Article 108, paragraph 2, of TUF"), the Offeror hereby declares its intention to restore, within 90 days, a free float sufficient to ensure the regular course of trading.

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In this circumstance, the Sell Out Procedure under Article 108, paragraph 2, of TUF shall not apply. The Offeror, on the occasion of the publication of the press release concerning the final results of the Offer and the potential press release concerning the final results following the Reopening of the Terms, shall communicate whether the conditions for the Sell Out Procedure under Article 108, paragraph 2, of TUF have been met in compliance with applicable laws.

Restoration of the free float may take place in the manner that will be deemed most appropriate in light of market needs. By way of example, such modalities may include, inter alia, the reallocation of the Shares through a sale public offering, private placement or accelerated book building (ABB), or a share capital increase with partial or total exclusion of pre-emptive subscription rights.

In the event that, upon completion of the Offer, the Offeror comes to hold, as a result of acceptances to the Offer (including the Reopening of the Terms, if any) and/or any purchases made by the Offeror outside the Offer following the publication of this Notice and by the end of the Tender Period (as well as during the Reopening of the Terms, if any) a total shareholding equal to or greater than 95% the Issuer's share capital as of the closing date of the Tender Period, as potentially reopened as a result of the Reopening of the Terms, the Offeror hereby declares that it will fulfill its obligation to purchase the remaining outstanding Shares, pursuant to Article 108, paragraph 1, of the TUF. Furthermore, the Offeror declares that it will not exercise the right to purchase the remaining outstanding Shares, pursuant to Article 111 of the TUF. It is also understood that, in such a case, the Offeror shall in any event proceed to restore the free float sufficient to ensure regular course of trading.

In any case, in each of the above scenarios, the Offeror will propose to the Issuer's extraordinary shareholders' meeting to approve the Merger.

5. PUBLICATION OF PRESS RELEASES AND DOCUMENTS RELATING TO THE OFFERING

The Offer Document, press releases and all documents relating to the Offer will be made available, inter alia, on the Offeror's website (www.bancacfplus.it).

6. ADVISORS OF THE OFFEROR

For the purpose of the Offer, the Offeror is advised by:

(i) Chiomenti, as legal counsel;
(ii) Unicredit S.p.A., as financial advisor;
(iii) UniCredit Bank GmbH, Milan branch, as the intermediary in charge of coordinating the collection of acceptances.

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This Notice does not constitute nor is it intended to constitute an offer, invitation or solicitation to buy or otherwise purchase, subscribe for, sell or otherwise dispose of financial instruments, and no sale, issuance or transfer of financial instruments of Banca Sistema S.p.A. will be made in any country in violation of the laws applicable therein.

The Offer will be made through the publication of the relevant Offer Document subject to Consob approval. The Offer Document will contain a full description of the terms and conditions of the Offer, including the terms and conditions of acceptance.

The publication or distribution of this Notice in countries other than Italy may be subject to restrictions under applicable local law, and therefore any person subject to the laws of any country other than Italy is required to independently obtain information about any restrictions under applicable laws and regulations and ensure that they comply with them. Any failure to comply with such restrictions may constitute a violation of the applicable law of the relevant country.

To the fullest extent permitted by applicable law, no one involved in the Offer shall be held liable or suffer prejudicial consequences arising from the violation of the aforementioned restrictions by the such persons.

This Notice has been prepared in accordance with Italian law, and the information disclosed herein may be different from that which would have been disclosed had the Notice been prepared in accordance with the laws of countries other than Italy.

No copy of this Notice nor any other documents relating to the Offer shall be, nor may be, mailed or otherwise transmitted or distributed to or from any country where the provisions of local law may cause civil, criminal or regulatory risks if information concerning the Offer is transmitted or made available to shareholders of Banca Sistema S.p.A. in such country or other countries where such conduct would constitute a violation of the laws of such country and no person receiving such documents (including as custodians, trustees or fiduciaries) shall mail or otherwise transmit or distribute the same to or from any such country.

FORWARD-LOOKING STATEMENTS

This Notice contains certain forward-looking statements, projections, objectives, estimates, and forecasts reflecting the Banca CF+ S.p.A. management's current views of with respect to certain future events. Forward-looking statements, projections, objectives, estimates, and forecasts are generally identifiable by the use of the words

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"may", "will", "shall", "should", "plan", "expect", "anticipate", "estimate", "believe", "intend", "project" "objective", or "target" or the negative of these words or other variations of these words or comparable terminology. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts, including, without limitation, those regarding Banca CF+ S.p.A.'s future financial position and results of operations, strategy, plans, objectives, goals and targets and future developments in markets in which Banca CF+ S.p.A. participates or is seeking to participate.

Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements as a predictions of actual results. The CF+ Group's ability to achieve its projected objectives or results is dependent on many factors which are beyond management's control. Actual results may materially differ from (and be more negative than) those projected or implied in the forward-looking statements. Such forward-looking information involves risks and uncertainties that could significantly affect expected results and is based on certain key assumptions. In particular, the numerical estimates referred to the hypothesis of full integration of the two banking groups.

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This is an English courtesy translation of the original documentation prepared in Italian language. In the event ofinconsistencies, the original Italian version of this document shall prevail in any event over this English courtesytranslation
M.3Press release issued by Banca Sistema on 13 January 2026, with reference to thecommunication received on that date from the Bank of Italy regarding the completion of theSupervisory Review and Evaluation Process (SREP)

(This page has been intentionally left blank)

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BANCA SISTEMA WELL ABOVE THE SPECIFIC CAPITAL REQUIREMENTS SET BY BANK OF ITALY (SREP).

THE RESTRICTIVE MEASURES ON THE DISTRIBUTION OF DIVIDENDS AND THE PAYMENT OF THE VARIABLE COMPONENT OF REMUNERATION REMAIN IN FORCE

Milan, 13 January 2026

Following the communication received today from Bank of Italy in relation to the 2025 Supervisory Review and Evaluation Process (SREP), Banca Sistema will respect, starting from March 31st, 2026, the following capital requirements on a consolidated basis:

• CET1 ratio: 10.10% • Tier1 ratio: 11.60%

• Total capital ratio: 13.60%

The bank is also required to comply with the specific countercyclical buffer and the capital conservation buffer for systemic risk.

The above capital ratios correspond to the Overall Capital Requirement (OCR) ratios, as defined in the Guidance ABE/GL/2022/03 and in CRDVI and represent the sum of the binding measures (Total SREP Capital Requirement ratio – TSCR) and the combined capital buffer requirement.

As at 30 September 2025, Banca Sistema's consolidated capital ratios1 were as follows:

• CET1 ratio: 13.84% • Tier1 ratio: 16.57%

• Total capital ratio: 16.62%

bancasistema.it 1 | 3

1 As at 30 September 2025 capital ratios fully loaded were equal to: CET1 ratio 13.95%, Tier1 ratio 16.69%, Total capital ratio 16.73%.

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As of the same date, the specific countercyclical buffer amounted to 0.03%, while the capital buffer for systemic risk stood at 0.77%.

* * *

With regard to the measures imposed by the Bank of Italy on 20th December 20242, it is hereby communicated that, upon completion of the 2025 SREP process, the Bank of Italy has required that, within 90 days starting from today, an independent external consultant carry out a review to verify the actual effectiveness of the organisational measures implemented to strengthen the internal control system of the Bank. Pending the completion of these analyses, and the subsequent further assessments by the Supervisory Authority, the restrictive measures adopted on 20 December 2024, concerning the distribution of profits or other equity elements, the payment of the variable component of remuneration, and the payment of coupons or dividends on AT1 instruments, will remain in force.

In the same communication received today, reference is made to specific supervisory points of attention concerning the Bank's overall prudential framework, primarily relating to the medium-term sustainability of the business model, the level of gross non-performing exposures as a proportion of the total loan portfolio, and the Bank's capital adequacy profile, also in view of the increase in RWAs arising from the credit-portfolio adjustments mandated by the Supervisory Authority following the 2024 inspection.

The Supervisory Authority has also taken note of the remedial measures adopted by the Bank regarding the classification of past-due exposures, requesting that full alignment with the relevant regulatory standards be maintained over time.

bancasistema.it 2 | 3

2 20241220\_Press\_Release.pdf

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Contacts:

Investor Relations

Christian Carrese

Phone: +39 02 80280403

E-mail: [email protected]

Media Relations

Patrizia Sferrazza

Phone: +39 02 80280354 – Cell +39 335 7353559

E-mail: [email protected]

Banca Sistema Group

Founded in 2011 and listed on the Euronext Star Milan segment of the Italian Stock Exchange since 2015, Banca Sistema is a financial company specialising in the purchase of trade receivables from the PA and tax credits. The Bank is active in the assignment of one fifth of salaries and pensions, both through the purchase of credit portfolios and the direct origination of the QuintoPuoi product. The Bank is also active in financing products, including current accounts, deposit accounts and securities accounts, and offers other types of services such as securitisation servicing, credit management and recovery, guarantees and sureties, certification of PA credits and electronic invoicing. Kruso Kapital S.p.A., listed on Euronext EGM and part of the Banca Sistema Group, is the first operator of a banking group operating both in the pawnbroking sector, through the ProntoPegno brand, and in the market of auction houses for precious metals, art objects and other collectables, through Art-Rite. With offices in Milan and Rome, the Banca Sistema Group is now also present in Bologna, Pisa, Naples, Palermo, Asti, Brescia, Civitavecchia, Florence, Livorno, Mestre, Parma, Rimini, Sanremo and Turin in Italy, as well as in Spain, Portugal and Greece. It has over 100,000 customers and employs 364 people in a multi-channel structure.

bancasistema.it 3 | 3

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N. DOCUMENTS TO BE MADE AVAILABLE BY THE OFFEROR TO THE PUBLIC, INCLUDING BY REFERENCE, AND PLACES OR WEBSITES WHERE SUCH DOCUMENTS ARE AVAILABLE FOR CONSULTATION

The Offer Document and the documents referred to in this Section N, Paragraphs N.1 and N.2 are available to the public for consultation at:

i) the registered office of Banca CF+ S.p.A (Offeror) in Milan, Corso Europa no. 15;
ii) the registered office of Banca Sistema S.p.A (Issuer) in Milan, Largo Augusto no. 1/A, at the corner of Via Verziere no. 13;
iii) the administrative headquarters of UniCredit Bank GmbH, Milan branch (Intermediary in Charge of Coordinating the Collection of Acceptances) in Milan, Piazza Gae Aulenti, 4 – Tower C;
iv) Intermediaries in Charge's registered offices;
v) on the Offeror's website at www.bancacfplus.it;
vi) on the Issuer's website at www.bancasistema.it;
vii) on the Global Information Agent's website at www.georgeson.com/it.

N.1 Documents relating to the Offeror

• Financial report for the financial year ended 31 December 2024, including the consolidated financial statements and the financial statements of the Offeror as at 31 December 2024, accompanied by the annexes required by law.

N.2 Documents relating to the Issuer

Financial report for the financial year ended 31 December 2024, including the consolidated financial statements and the financial statements of the Offeror as at 31 December 2024, accompanied by the annexes required by law;
Interim Consolidated Management Report as at 31 March 2025;
Consolidated half-year financial report as at 30 June 2025, accompanied by the annexes required by law;
Interim Consolidated Management Report as at 30 September 2025;

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O. DECLARATION OF LIABILITY

The Offeror is liable for the completeness and truthfulness of the data and information contained in this Offer Document.

The Offeror declares that, to the best of its knowledge, the data contained in the Offer Document corresponds to reality and there are no omissions which could alter its scope.

Banca CF+ Credito Fondiario S.p.A.

___________________________

Name: Iacopo De Francisco

Title: Chief Executive Officer and General Manager

AI assistant

Banca Sistema — M&A Activity 2026

4489_rns_2026-01-16_1afa080b-efac-46d8-b71f-54d704deb8b2.pdf

OFFER DOCUMENT

VOLUNTARY PUBLIC TENDER AND EXCHANGE OFFER

FINANCIAL INSTRUMENTS COVERED BY THE OFFER

UNIT CONSIDERATION OFFERED

TENDER PERIOD AGREED WITH BORSA ITALIANA S.P.A.

INITIAL CONSIDERATION PAYMENT DATE

TABLE OF CONTENTS

MAIN DEFINITIONS

INTRODUCTION

1. LEGAL REQUIREMENTS AND MAIN FEATURES OF THE OFFER

2. ARRANGEMENTS CONCERNING THE OFFER

3. REASONS FOR THE OFFER AND SUMMARY OF FUTURE PLANS

3.1 Reasons for the Offer

3.2 Industrial and commercial matters

4. OFFER CONSIDERATION AND MAXIMUM PAYOUT

5. LIMITED DUE DILIGENCE ON THE ISSUER

6. LOG OF THE MAIN EVENTS RELATED TO THE OFFER

7. MARKETS WHERE THE OFFER IS LAUNCHED

A. WARNINGS

A.1 Possible Mandatory Offer launched by CF+

A.2 Conditions of Effectiveness of the Offer

A.3 KK Shareholders' Agreement

A.4 Deferred Consideration and Possible Unavailability of KK Shares

It is understood that:

A.5 Approval of the Issuer's Financial Reports and Interim Reports

A.6 Information on the Offer's Financing

A.7 Performance Guarantee

A.8 Related Parties of the Issuer

A.9 Reasons for the Offer and the Offeror's Future Plans in relation to the Issuer Reasons for the Offer

Industrial and commercial matters

A.10 Transactions as a result of the Offer

A.10.1 Merger

A.10.2 Other possible extraordinary transactions

A.11 Notices and Authorisations to make the Offer

A.12 Reopening of the Terms of the Offer

A.15 Application of Article 39-bis (Independent Directors' Opinion) of the Issuers' Regulations

A.16 Potential Conflict of Interests among Parties involved in the Offer

A.17 Possible Alternative Scenarios for the Shareholder Recipients of the Offer

A.17.1 Scenarios in the event that the Offer is completed

A.17.1.1 Acceptance of the Offer

A.17.1.2 Non-acceptance of the Offer

A.17.1.3 Mandatory Offer

A.17.2 Scenarios in the event that the Offer is not completed

A.18 Issuer's Notice

A.19 Critical Issues related to the National and International Macroeconomic Environment

B. PARTIES INVOLVED IN THE TRANSACTION

B.RMATION ON THE OFFEROR

B.1.1 Name, Legal Form and Registered Office

B.1.2 Incorporation and Duration

B.1.3 Applicable Legislation and Jurisdiction

B.1.4 Share Capital

B.1.5 Corporate Purpose

B.1.6 Major Shareholders

B.1.7 Management and Control Bodies

Offeror's Board of Directors

Board of Statutory Auditors of the Offeror

Auditing Firm

B.1.8 Brief description of the group headed by the Offeror

B.1.9 Activities of the Offeror and of the Group headed by the same

B.1.10 Main financial information on the Offeror and indication of accounting principles Financial report for the financial year ended 31 December 2024

Reclassified Statements

Reclassified consolidated income statement for the financial years ended 31 December 2024 and 2023

Analysis of the reclassified consolidated income statement

Net profit on fair value measurement and trading relate:

Consolidated accounting statements

STATEMENT OF CONSOLIDATED COMPREHENSIVE INCOME

STATEMENT OF CHANGES IN CONSOLIDATED SHAREHOLDERS' EQUITY AS AT 31 DECEMBER 2024

STATEMENT OF CHANGES IN CONSOLIDATED SHAREHOLDERS' EQUITY AS AT 31 DECEMBER 2023

CONSOLIDATED STATEMENT OF CASH FLOWS - (Indirect Method)

Accounting Standards

Information on related party transactions

Information on the impact that the acquisition of Banca Sistema may have on the Offeror's consolidated economic and financial situation and consolidated economic results.

Half-year condensed consolidated financial statements as at 30 June 2025:

Reclassified Statements

Reclassified consolidated income statement as of 30 June 2025 and 2024

Analysis of the reclassified consolidated income statement

Reclassified consolidated balance sheet as of 30 June 2025 and 31 December 2024

Banca Sistema M&A Activity 2026