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Generalfinance

Capital/Financing Update Oct 21, 2025

4077_rns_2025-10-21_9f185d77-2bc1-420d-a552-68e9a30ce410.pdf

Capital/Financing Update

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Data/Ora Ricezione : 21 Ottobre 2025 15:33:54

Oggetto : Generalfinance: completed the placement of

€30 million callable Tier 2 subordinated notes.

Testo del comunicato

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PRESS RELEASE

Generalfinance: successfully completed the placement of €30 million callable Tier 2 subordinated notes

Milan, 21 October 2025 – Generalfinance S.p.A. has successfully completed the placement, through Goldman Sachs International, of €30 million callable Tier 2 subordinated notes, exclusively reserved to qualified investors. The subordinated notes will be admitted to trading on the multilateral trading facility "Global Exchange Market" operated by Euronext Dublin.

The subordinated notes, with a maturity of ten years and three months (January 2036) and an call option exercisable by Generalfinance after five years from issuance, will pay a fixed annual coupon of 6.875% for the first five years and three months. If the bonds are not called early, the coupon will be reset for the remaining five years in accordance with market standards for this type of instrument.

The proceeds of the issue will be used to support Generalfinance's development plans and further strengthen the Company's capital structure and related capital ratios, in the context of a significant increase in turnover and assets observed in the first half of the year, well above the projections outlined in the business plan. The transaction is in line with the current business plan – which included a Tier 2 capital strengthening over a three-year horizon, also considering the regulatory amortization of outstanding subordinated notes – anticipating the initiatives related to capital and funding reinforcement. The subordinated notes issuance date is scheduled for 29 October 2025.

The transaction was structured with the assistance of Goldman Sachs International, acting as Sole Lead Manager. The legal aspects of the transaction were handled by Legance – Avvocati Associati and White & Case, advising Generalfinance and Goldman Sachs International respectively.

***

This press release (the "Press Release") (including the information contained herein) does not constitute or is part of an offering or an invitation to purchase the subordinated notesissued by the Company. Furthermore, this Press Release does not constitute a recommendation by the Company or any other party to sell or buy the subordinated notes, neither a prospectus or other offering document. No action has been or will be taken by the Company to carry out an offer to sell or a solicitation to purchase the subordinated notes in any jurisdiction where prior authorization or the fulfillment of specific requirements is necessary for such purpose. It is forbidden to distribute this Press Release in any jurisdiction where actions for such purpose are required. Persons into whose possession this Press Release comes are required to inform themselves about and to observe any such restrictions. In particular, this Press Release (including the information contained herein) does not constitute or is part of an offering of the subordinated notes in the United States of America, Japan, Australia or Canada and any other jurisdiction where the extension, dissemination or availability of the transaction (and any other transaction contemplated thereby) would breach any applicable law or regulation or require registration of such Securities in the relevant jurisdiction (the "Restricted Jurisdictions"). This Press Release shall not be distributed, directly or indirectly, in such Restricted Jurisdictions. The subordinate notes have not been and will not be registered under the United States Securities Act of 1933, as subsequently amended (the "Securities Act"), nor under any law applicable to financial instruments of the United States of America or any other Restricted Jurisdiction and may not be offered or sold neither in the United States of America without a registration or a specific exemption from registration under the Securities Act nor in a Restricted Jurisdiction. The distribution of this Press Release may be restricted by regulatory provisions. Individuals in jurisdictions where this release is distributed, published or circulated should inform themselves of and comply with such restrictions.

In the United Kingdom this Press Release is directed only to: (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), and qualified investors under Article 49(2) from (a) to (d) of the Order, and (ii) to whom this Press Release may otherwise be lawfully communicated (together being referred to as "Relevant Persons"). This Press Release must not be acted or relied upon by persons who are not Relevant Persons. Any investment or investment activity,

to which this Press Release relates, is considered in the exclusive interest of and only addressed to the Relevant Persons and will be undertaken only with Relevant Persons. Any person who is not a Relevant Person should not act on or rely on this release.

The documentation relating to the issuance of the subordinated notes is not and will not be approved by CONSOB (the Italian Securities Exchange Commission) pursuant to the applicable laws. Therefore, the subordinated notes may not be offered, sold or distributed to the public in the territory of the Republic of Italy, other than to qualified investors, as defined by Article 2(1)(e) of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation") and any applicable legal or regulatory provision or in other circumstances in which an exemption from the obligation to publish a prospectus is applied, by Article 35(1)(d) of CONSOB Regulation No. 20307 of 15 February 2018, pursuant to Article 100 of Legislative Decree No. 58 of 24 February 1998 (the "Consolidated Finance Act"), as amended, and pursuant to Article 34-ter of CONSOB Regulation No. 11971 of 14 May 1999 (the "Issuers Regulation"), as amended from time to time, or in the other circumstances set forth under Article 100 of the Consolidated Finance Act or the Issuers' Regulation or the Prospectus Regulation, in any case in compliance with laws and regulations or requirements imposed by CONSOB or other Italian Authority.

GENERALFINANCE

Founded in 1982 and led by Massimo Gianolli for over 30 years, Generalfinance is a supervised financial intermediary specialised in factoring, able to guarantee rapid and customised interventions according to the different needs of its customers. Operating from its offices in Milan, Biella, Roma and Madrid with a team of more than 80 professionals, Generalfinance is a leader in the segment of factoring for companies in "Special situation".

Generalfinance S.p.A.

Chief Financial Officer – Investor Relations Ugo Colombo | [email protected] |+39 3355761968

MEDIA CONTACTS

CDR Communication

Angelo Brunello | [email protected] |+39 3292117752

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