Banca Sistema (BST) investor relations material

Executive summary

• The quarter marks the start of a new phase following the integration with CF+, including a completed voluntary public tender and exchange offer, with 80.7% stake acquired and a new CEO and Board appointed.

• The group is executing a mandatory tender offer, legal and operational integration, group simplification, and preparing a new business plan, with a reverse merger into Banca Sistema planned by end of 2026.

• Kruso Kapital is excluded from figures as it is classified as held-for-sale; its net income is recognized under discontinued operations.

• The combined entity now has €6.9bn in assets, €4.4bn in customer loans, and over €4bn in deposits.

• Diversification across five asset classes: factoring, tax credit, financing, salary-backed loans, and legacy portfolios.

Significant events and developments

• Appointment of new CEO and Board in March and April 2026; ongoing mandatory tender offer and merger process.

• Shareholders approved 2025 financial statements and retained earnings allocation; EY S.p.A. appointed as new independent auditor for 2026-2034.

• Consolidation of CF+ and legal integration expected by year-end; new business plan to be released late 2026 or early 2027.

• Asset protection scheme signed with Elliott Fund sterilizes legacy portfolio risk for 10 years.

• Provisional badwill of €76.5m recognized due to acquisition accounting, subject to final PPA adjustments.

Financial highlights

• Q1 2026 net profit at €3.8m, down 67% year-over-year due to non-recurring items in the prior year.

• Factoring turnover up 29% year-over-year to €1.4bn, driven by Public Administration (+42% y/y) and entertainment sector (+14% y/y), while Superbonus declined 63% y/y.

• Factoring loans outstanding rose 21% y/y to €1,683m; CQ loans stable at €572m, down 15% y/y due to repayments and disposals.

• Net banking income at €24.9m, down 26% y/y; adjusted net interest income at €20.3m (-30% y/y); gross income down 32% y/y due to absence of prior year’s one-off late payment interest.

• Operating costs stable at €15.4m (+1% y/y), with personnel cost containment offsetting higher admin expenses.