The extraordinary shareholder's meetings of Banca Sistema and Banca CF+ approve the plan for the merger by absorption of Banca CF+ into Banca Sistema

Milan, 12 October 2026 – Notice is hereby given that the Shareholders’ Meeting of Banca Sistema S.p.A. (“Banca Sistema”), held today in extraordinary session, approved the plan for the merger by absorption of Banca CF+ S.p.A. (“Banca CF+”) into Banca Sistema (the “Merger”), including the related exchange ratio of no. 1.35x (1.35 ordinary shares of Banca Sistema for each ordinary share of Banca CF+ cancelled as a result of the Merger) (the “Exchange Ratio”).

Notice is also given that, today, the Extraordinary Shareholders’ Meeting of Banca CF+ also approved the Merger plan and the Exchange Ratio.

As part of the Merger, the share exchange will take place by means of: (i) the assignment to Banca CF+ shareholders of the no. 68,899,562 ordinary shares of Banca Sistema currently held by Banca CF+; (ii) the assignment to Banca CF+ shareholders of additional no. 50,246,553 newly issued Banca Sistema shares, with regular dividend rights; and (iii) the elimination of the ordinary shares representing the share capital of Banca CF+.

Subject to the fulfilment of the conditions precedent set out in the Merger plan, the Merger will take effect for civil law purposes as of 12:01 a.m. on 7 November 2026, or as of any other date that may be specified in the Merger deed, pursuant to Article 2504-bis, second paragraph, of the Italian Civil Code.

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Banca CF+
Banca CF+ was established after a complex corporate reorganisation of the former Credito Fondiario Group. It focuses on businesses and specialises in funding solutions for companies in performing or re-performing situations. Its services develop along three specialised credit products: factoring, tax credit purchase and short-, medium- and long-term financing for companies with structural and liquidity needs and can also call on central guarantee funds. Moreover, Banca CF+ offers a completely digital, secure and flexible online fixed-term Deposit Account.