Capital/Financing Update • Nov 7, 2025
Capital/Financing Update
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| Date of Announcement | 7 November 2025 |
|---|---|
| Reference | 335/2025 |
| Capital Markets Rule |
CMR 5.16.12 |
Reference is made to the update to the market provided in the company announcement issued by the Company on 20 October 2025 (334/2025) relative to the issue (hereinafter, the "Bond Issue") of up to the Euro equivalent of €25,000,000 in EUR and USD unsecured bonds due 2031 – 2036 (hereinafter, the "New Bonds") in terms of a prospectus issued by the Company and dated 20 October 2025 (hereinafter, the "Prospectus"). The proceeds from the Bond Issue will be used by the Company towards the cancellation of the combination of 5.75% USD unsecured bonds (ISIN: MT0000311242) (hereinafter, the "USD Bonds") and 4.5% EURO unsecured bonds (ISIN: MT0000311234) (hereinafter, the "EURO Bonds", which together with the USD Bonds shall hereinafter be referred to as the "2015 Bonds") issued pursuant to a prospectus dated 21 December 2015. Such cancellation of the 2015 Bonds shall be up to a maximum amount of the Euro equivalent of €25,000,000.
In terms of the Prospectus, the New Bonds were open for subscription by holders of the 2015 Bonds as at 16 October 2025 (last trading session being 14 October, 2025) (hereinafter, the "Existing Bondholders") by means of an exchange offer, pursuant to which Existing Bondholders had the option of surrendering the 2015 Bonds held by them in favour of the Company in exchange for New Bonds, of the same currency (EUR or USD, as applicable), equivalent in value to the New Bonds applied for (hereinafter, the "Exchangeable Bonds Transfer"). Any New Bonds not subscribed for by Existing Bondholders as aforesaid are to be made available for subscription through an intermediaries' offer (hereinafter, an "Intermediaries' Offer").
In accordance with the Prospectus, the Company hereby announces that it will proceed with an Intermediaries' Offer for the remaining New Bonds that have not yet been subscribed for by Existing Bondholders.
In light of current circumstances in the market, which is currently experiencing a number of simultaneous offers with overlapping offering periods, the Company has elected to: (i) extend the issue period during which Exchangeable Bonds Transfers may be effected (hereinafter, the "Issue Period") to 13:00 CET on 20 November 2025; and (ii) launch the Intermediaries' Offer, which shall now also

run until 13:00 CET on 20 November 2025. Throughout this period, Existing Bondholders shall continue to have the opportunity to subscribe for New Bonds by way of Exchangeable Bonds Transfer.
Consequently, the expected timetables contained in section 8.0 of the Securities Note and section 4.2 of the Summary, both forming part of the Prospectus, have been updated accordingly, as follows:
| NEW EXPECTED TIMETABLE |
|
|---|---|
| Exchangeable Bonds Transfer period | 08:30 CET on 24 October 2025 to 13:00 CET on 20 November 2025 |
| Intermediaries' Offer (in the event that Applications from Existing Bondholders does not reach the Euro equivalent of €25,000,000) |
07 November 2025 to 13:00 CET on 20 November 2025 |
| Announcement of basis of acceptance through a company announcement |
By 25 November 2025 |
| Refund of unallocated funds, if any | 03 December 2025 |
| Dispatch of allotment letters | 03 December 2025 |
| Expected date of admission of the Bonds to the Official List |
03 December 2025 |
| Commencement of interest on the Bonds (and for the Existing Bondholders electing to subscribe for Bonds through the Exchangeable Bonds Transfer, the relinquishment of the interest on the Exchangeable Bonds) |
03 December 2025 |
| Expected commencement date of trading in the Bonds |
04 December 2025 |
Consequent to the update of the expected timetable of the Bond Issue as set out above, all references in the Prospectus to the dates set out in the first column of the table below, shall be updated and deemed to refer to the corresponding dates in the second column:
| Original expected date | Revised expected date |
|---|---|
| 07 November 2025 | 20 November 2025 |
| 13 November 2025 | 20 November 2025 |
| 18 November 2025 | 25 November 2025 |
| 26 November 2025 | 03 December 2025 |
| 27 November 2025 | 04 December 2025 |

The dates, as set out in the application forms relating to the Exchangeable Bonds Transfer and affected by such change, have also been updated accordingly.
On the basis of the above, authorised financial intermediaries participating in the Intermediaries' Offer need to submit completed subscription agreements indicating the number of New Bonds they are interested to subscribe for (by themselves or on behalf of clients) by latest 20 November 2025 at 13:00 CET.
In terms of the Prospectus, the Company, acting through the Registrar, will by not later than 25 November 2025 announce the basis of acceptance and the allocation policy to be adopted, and will communicate through the Registrar the number of New Bonds allocated to each authorised financial intermediary in terms of the respective subscription agreement.
Save for the updates to the expected timetables and consequent changes described above, all terms of the Bond Issue as specified in the Prospectus remain unchanged.
Unquote
Nicola Jaccarini
Company Secretary
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