Banca CF+ S.p.A. proposed to acquire Banca Sistema S.p.A. (BIT:BST) from Fondazione Banco di Sicilia, Società di Gestione delle Partecipazioni in Banca Sistema S.r.l., Garbi Fin S.R.L., Fondazione Cassa di Risparmio di Cuneo and Fondazione Cassa di Risparmio di Alessandria S.P.A. for approximately ?150 million on June 29, 2025. Banca CF+ S.p.A will acquire 80.4 million shares. The consideration consists of ?1.382 in cash per share and ?0.418 to be paid within 6 months after the completion of the Offer and the Payment Date of the Initial Consideration through the allocation of no. 21 shares of Kruso Kapital S.p.A., a company controlled by Banca Sistema, admitted to trading on the multilateral trading facility Euronext Growth Milan, organized and managed by Borsa Italiana S.p.A., subject to a split of KK shares on the basis of a 1:98 ratio for each Share tendered to the Offer. Gianluca Garbi, SGBS S.r.l. and Garbifin S.r.l. will be tendering a total of 19,995,371 ordinary shares, representing approximately 24.86% of the share capital of Banca Sistema. Following the completion of the Offer and based on data as of December 31, 2024, the new banking group will have total assets of more than ?6.5 billion and loans to customers of more than ?4.3 billion. The transaction will be financed through the use of its own financial resources. As of February 18, 2026, the Offeror's Board of Directors resolved to increase the total consideration for the offer from an initial maximum of ?1.80 to a new maximum of ?1.89 per share, comprising an increased cash component of ?1.432 and a deferred consideration component of up to ?0.458, payable in Kruso Kapital S.p.A shares, reflecting a strategic enhancement of the offer terms.

The period for the acceptance of 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. The transaction is subject to approval by regulatory board / committee, minimum tender and subject to antitrust regulations and is not aimed at delisting of the Shares of Banca Sistema S.p.A. The deal has been approved by the board of directors of Banca CF+ S.p.A. As of September 4, 2025 the Golden Power condition has been fulfilled. On October 13, 2025, the European Commission has cleared the proposed acquisition of Italian Banca Sistema. As of January 12, 2026, the European Central Bank has approved the transaction. On January 15, 2026, Commissione Nazionale per le Societa e la Borsa (Consob) has approved the transaction. The tender offer will commence on January 26, 2026 and will close on February 27, 2026, unless the Acceptance Period is extended. Gianluca Garbi, founder and main shareholder of the factoring group, who holds a 23.6% stake , has already expressed his intention to participate . Other significant shareholders include the Fondazione Sicilia and the Fondazione Cassa di Risparmio di Cuneo. As of January 23, 2026, at the end of the meeting, the Board of Directors, also based on the content of the Fairness Opinion and the Opinion of the Independent Directors, unanimously of those present, has deemed the consideration fair from a purely financial point of view, equal to a maximum of ?1.80 for each Share tendered into the Offer, represented by the sum of (i) the initial consideration of ?1.382 in cash to be paid on the trading day agreed with Borsa Italiana (i.e., 6 March 2026), subject to any extensions or other amendments to the Offer that may occur in accordance with the applicable laws or regulations; and (ii) the deferred consideration of up to ?0.418, to be paid within 6 months from the payment date of the initial consideration referred to under item (i), through the allocation of no. 21 shares of Kruso Kapital S.p.A. (?KK?), subject to the split of the outstanding shares of KK based on a 1:98 ratio, for each Share tendered in acceptance to the Offer. As of February 27, 2026, Upon expiration of tender offer period, 70.732% of Banca Sistema's share capital were validly tendered. The minimum threshold was achieved. The offer will be reopened for five trading days and will close on March 13, 2026.

Renato di Monta, Pietro Sassella and Jovana Vujicic of UniCredit S.p.A. acted as financial advisor to Banca CF+ S.p.A. Intermonte SIM S.p.A. acted as financial advisor to Banca CF+ S.p.A. Chiomenti Studio Legale acted as legal advisor to Banca CF+ S.p.A. Alessandro Fustinoni, Edoardo Achilli and Marco Razzoli of Equita SIM S.p.A. acted as financial advisor and fairness opinion provider to Banca Sistema S.p.A. Georgeson S.r.l. acted as information agent to Banca CF+ S.p.A.

Banca CF+ S.p.A. completed the acquisition of Banca Sistema S.p.A. (BIT:BST) from Fondazione Banco di Sicilia, Società di Gestione delle Partecipazioni in Banca Sistema S.r.l., Garbi Fin S.R.L., Fondazione Cassa di Risparmio di Cuneo and Fondazione Cassa di Risparmio di Alessandria S.P.A. on March 13, 2026. On completion, Gianluca Garbi, the Chief Executive Officer and General Manager of Banca Sistema S.p.A. has resigned from his position.