Voluntary totalitarian tender and exchange offer on illimity Bank

The Offer is addressed, indiscriminately and on equal terms, to all holders of illimity shares (the “Shares Subject to the Offer”).

The Offer is promoted exclusively in Italy and has not nor will not be promoted nor disseminated in the United States of America (or addresssed to U.S. Persons, as defined pursuant to the U.S. Securities Act of 1933 as amended), in Canada, Japan and Australia or in any other Countries other than Italy in which such an Offer is not permitted without authorization by the competent authorities or other fulfillment by the Offeror.

The illimity Shares tendered to the Offer must be free from encumbrances of any kind and liberally transferable to the Offeror.

Tendering to the Offer must take place exclusively by signing and delivering to an Appointed Intermediary a specific acceptance form (the “Acceptance Form”) duly completed in all its parts, with simultaneous deposit of the illimity Shares with said Designated Intermediary.

The Issuer’s shareholders who wish to tender to the Offer can also deliver the Acceptance Form and deposit their shares with the Intermediary Depositories, provided that the delivery and deposit are carried out in time for the Intermediary Depositories to deposit the illimity Shares with the  Intermediary Appointed for the Collection of Acceptances, no later than the last day of the Acceptance Period, as may be extended, or, if applicable, no later than the last day of the reopening of the terms.

A copy of the Acceptance Form is available on this website in the Offer Documents section and on the Global Information Agent’s website, https://transactions.sodali.com/.

Acceptances, during the Acceptance Period (as may be extended) or any reopening of the terms, by the holders of the Offer Shares (or their representatives who have the authority to do so) are irrevocable, except as provided for in Article 44, Paragraph 7, of the Issuers’ Regulations, which expressly provides for the revocability of acceptances to a tender and/or exchange offer after the publication of a competing offer or a relaunch.

The Acceptance Period will begin at 8:30 a.m. (Italian time) on 19 May 2025 and conclude at 5:30 p.m. (Italian time) on 27 June 2025 (inclusive), unless the Acceptance Period is extended in accordance with the applicable legislation.

Therefore, 27 June 2025 will be the closing date of the Offer unless the Acceptance Period is extended in accordance with the applicable legislation.

In the event of acceptance of the Offer during the Acceptance Period (as may be extended in accordance with applicable regulations) or the possible reopening of the terms and the fulfillment of the Conditions of Effectiveness (or in the event of waiver by the Offeror of all or some of the Conditions of Effectiveness), whoever tenders to the Offer will receive the Consideration, equal to Euro 1.414, as the Cash Consideration, (which will be adjusted to Euro 1.506 as a result of the dividend distribution on May 19, 2025, of the distribution related to the balance of the dividend for the year 2024 that will be distributed by the Offeror and resolved by the Offeror’s shareholders’ meeting on April 17, 2025), and no. 0.10 Banca Ifis Shares, as the Share Consideration, for each Share subject to the Offer held and tendered to the Offer.

Therefore, by way of example, for every 10 Shares tendered to the Offer, 1 newly issued Banca Ifis Share and a cash consideration of Euro 14.14 (subject to the adjustment described below) will be paid.

The Consideration is intended to be cum dividend, i.e., inclusive of distributions relating to any dividends distributed by the Issuer and/or the Offeror, and has been determined on the assumption that, prior to the Payment Date (or, if applicable, prior to the Payment Date as a result of the reopening of the terms) the Issuer and/or the Offeror will not approve and/or implement any distribution of ordinary or extraordinary dividends from profits and/or other reserves.

In this regard, it should be noted that on April 17, 2025, the Ordinary Shareholders’ Meeting of the Offeror resolved – taking into account the amount already distributed as an interim dividend for the year 2024 on November 18, 2024 equal to Euro 1.2 per Banca Ifis Share – to distribute a balance of the dividend for the year 2024 equal to Euro 0.92 per outstanding Banca Ifis Share entitled to the payment of the dividend on the scheduled dividend date (the “Ifis Dividend”). The distribution of the Ifis Dividend will take place in accordance with applicable laws and regulations with dividend date on May 19, 2025 and payment from May 21, 2025.

If the Ifis dividend distribution occurs before the Payment Date, the Consideration, as a result and effect of the Ifis dividend distribution, will be restated as follows:

1. the Share Consideration will remain unvaried (i.e., it will remain equal to n. 0.10 Banca Ifis Shares Offered); and
2. the Cash Consideration will be restated in the amount of Euro 1.506 (the “Cash Consideration ex Ifis Dividend”).

Therefore, in light of the above, two alternative scenarios arise: for each illimity Share tendered to the Offer, the Offeror will offer:

• the Consideration represented, in the absence of adjustments, by the Share Consideration (i.e., no. 0.10 Banca Ifis Shares deriving from the Capital Increase to Service the Offer) and the Cash Consideration (i.e., Euro 1.414); or
• the Consideration, if the Ifis Dividend distribution takes place before the Payment Date, represented by the Share Consideration (i.e., no. 0.10 Banca Ifis Shares deriving from the Capital Increase to Service the Offer) and the Cash Consideration ex Ifis Dividend (i.e., Euro 1.506).

In the event that the Offer is completed (or waived, as the case may be), the payment of the Consideration to the holders of the Shares tendered to the Offer, with the simultaneous transfer of ownership to the Offeror of such illimity Shares, will be made on July 4, 2025 (the “Payment Date”), unless the Acceptance Period is extended in accordance with applicable regulations.

In the event that shares are not tendered to the Offer during the Acceptance Period (including any extension under applicable regulations and any reopening of the terms), Shareholders would be faced with the possible scenarios outlined below.

(a) Equal or less than 90% ownership of the Issuer’s share capital

In such a case, there may not be enough free float to ensure the regular trading of illimity Shares. In this case, the Offeror has stated that it does not intend to put in place measures aimed at restoring the minimum free float conditions to ensure the regular trading of illimity Shares and Borsa Italiana may order the suspension from listing of illimity Shares and/or the Delisting pursuant to Article 2.5.1, paragraph 6, of the Stock Exchange Regulations.

In the event of Delisting, the Issuer’s Shareholders who did not tender their shares to the Offer will hold financial instruments that are not traded on any market, resulting in difficulty in liquidating their investment.

(b) More than 90% but less than 95% ownership of the Issuer’s share capital

In this case, the Offeror – having declared that it does not intend to restore a sufficient free float to ensure the regular trading of illimity Shares – will fulfill the Purchase Obligation pursuant to Article 108, paragraph 2 of the TUF. The Issuer’s Shareholders who did not tender to the Offer will therefore have the right to request the Offeror to purchase their Shares for a consideration per Share to be determined in accordance with Article 108, paragraphs 3, 4 and 5, of the TUF and Articles 50, 50-bis and 50-ter of the Issuers’ Regulations.

Borsa Italiana will order the Delisting and, as a result, the Issuer’s Shareholders who did not tender to the Offer and did not exercise their right to request the Offeror to purchase their illimity Shares will find themselves holders of financial instruments that are not traded on any market, resulting in difficulties in liquidating their investment in the future.

(c) At least equal to 95% ownership of the Issuer’s share capital

In this case, the Offeror will initiate the Joint Procedure for the exercise of the Squeeze-out Right and the fulfillment of the Sell-out Obligation pursuant to Article 108, paragraph 1 of the TUF.

The Issuer’s Shareholders who did not tender to the Offer, and who have not exercised their right to require the Offeror to purchase their Shares in fulfillment of the Purchase Obligation pursuant to Article 108, paragraph 2 of the TUF (point B above) will be obligated to transfer their Shares to the Offeror.

Borsa Italiana will order the suspension from listing of illimity Shares and the Delisting taking into account the timeframe for the exercise of the Squeezeout Right.

(d) Merger

It is the intention of the Offeror, if the Offer is completed, to proceed with the merger by incorporation of the Issuer into the Offeror (the “Merger”), in order to enable the full and most effective integration of its activities with those of the Issuer and to accelerate the achievement of the industrial and strategic objectives of the Offer, both in the event that upon completion of the Offer the conditions for Delisting are met and in the event that they are not met.

In both scenarios, the Offeror intends to propose the Merger to the relevant corporate bodies of the Issuer, and consequently to initiate the relevant corporate procedure, as soon as possible after the conclusion of the Offer, so that the Merger, subject to the necessary approvals from the relevant authorities and corporate governance procedures, can become effective reasonably within twelve/eighteen months from the Payment Date.

The Issuer’s shareholders who did not tender their shares to the Offer and will not agree to the resolution approving the Merger will not be entitled to the right of withdrawal pursuant to Article 2437-quinquies of the Civil Code, since as a result of the Merger they will receive in exchange Banca Ifis Shares, listed on Euronext Milan, Euronext STAR Milan segment. In addition, with reference to the additional withdrawal cases provided for in Article 2437 of the Civil Code, it should be noted that the Offeror envisages that the Merger will be implemented in such a way that the right of withdrawal pursuant to Article 2437 of the Civil Code will not arise for the Issuer’s Shareholders who did not tender to the Offer and did not take part in the resolution approving the Merger.

The Offeror is “Banca Ifis S.p.A.”, a joint stock company under Italian law with registered office in Venezia-Mestre (VE), Via Terraglio n. 63, and general management in Venezia-Mestre (VE), Via Gatta n. 11, regsitered in the Register of Banking Groups and, as the parent company of the Banca Ifis Banking Group, in the Register of Banking Groups, as well as a member of the Interbank Deposit Protection Fund and the National Guarantee Fund.

Banca Ifis shares are listed on Euronext Milan, Euronext STAR Milan segment, with ISIN Code  IT0003188064 and are therefore in dematerialized regime pursuant to Art. 83-bis of the TUF.

As of the Date of the Offer Document, shareholders with a direct or indirect holding of more than 3 percent of the Offeror’s share capital are Ernesto Fürstenberg Fassio (50.640% of the Offeror’s share capital) and Riccardo Preve (4.705% of the Offeror’s share capital).

The Offeror believes that the outlook for the Italian financial and banking sector will be characterized by a further consolidation phase in the coming years, fostered by increasing competitive pressure and an increasingly articulated and evolving regulatory framework. Therefore, specialized operators will also have to consider growth by external means in order to increase their solidity and maintain profitability and efficiency in a macroeconomic environment that is likely to see a lower level of interest rates in the future than in recent years and a normalization of the cost of risk, which has been very low in recent years.

In this context, the Offeror has been pursuing a growth project in Italy for some time now, with a focus on profitability and sustainability, through increasing its size and has repeatedly demonstrated its ability to take advantage of significant growth opportunities via external acquisitions, carrying out successful inorganic development operations.

Within this growth project, illimity Bank has been identified as an ideal target for the continuation of this strategy, given the complementarity of its business model and of its market positioning with that of the Offeror, which will enable the Banca Ifis Group to accelerate its growth path and consolidate its leadership in the Italian specialty finance market, in continuity with its industrial, sustainable and long-term design.  In addition to the above, it should be noted that the merger between the Offeror and the Issuer presents limited execution risks due to the Offeror’s solid track record in successfully managing growth projects by external lines and the strong compatibility that has emerged between the current business models of the two entities.

The merger of the Offeror and the Issuer will result in greater industrial value than the two separate entities and enable the Issuer’s full potential.

The merger will enable the realization of benefits and results already in the short term, within a medium- to long-term joint strategic development project that will lead the new entity resulting from the aggregation to position itself in the market as a reference player for SMEs.

Regarding the corporate business and leveraging on similar business models with multiple elements of complementarity, there will be a focus on financial services aimed at SMEs, with particular emphasis on factoring, medium-term secured credit, structured finance and investment banking. As a result, the Offeror anticipates the realization of important synergies in terms of activities, products and customers with a substantial alignment of the Issuer with the commercial, credit and risk policies of the Banca Ifis Group.

For additional information, please refer to the Warnings Section, Paragraph A.7 of the Offer Document, “A.7 Motivations for the Offer and the Offeror’s Future Programs towards the Issuer”.

The Consideration offered by the Offeror, for each Share tendered to the Offer, consists of:

1. a component represented by Banca Ifis Shares issued in execution of the Capital Increase to Service the Offer, equal to 0.10 Banca Ifis Shares listed on Euronext Milan, Euronext STAR Milan segment (the “Share Consideration”); and
2. a cash component, amounting to 1.414 euros which will be adjusted to Euro 1.506 following the distribution, on May 19, 2025, of the dividend relating to the balance of the dividend for the year 2024 to be distributed by the Offeror and resolved on at the Offeror’s shareholders’ meeting on April 17, 2025 (the “Cash Consideration”).

Based on the official price of Banca Ifis Shares recorded as of the Reference Date (January 7, 2025, i.e., the Trading Day preceding the Announcement Date), which was 21.366 euros, the sum of the Cash Consideration and the Share Consideration expresses a valuation of 3.55 euros for each Share Subject of the Offer and, therefore, incorporates a premium of 5.8% over the official price of the illimity Shares recorded as of the Reference Date, which was 3.356 euros.

Therefore, by way of example, for every 10 Shares tendered to the Offer, 1 newly issued Banca Ifis Share and a cash consideration of Euro 14.14 (subject to the adjustment described below) will be paid.

The Consideration is intended to be cum dividend, i.e., inclusive of any dividends distributed by the Issuer and/or the Offeror, and has been determined on the assumption that, prior to the Payment Date (or, if applicable, prior to the Payment Date as a result of the reopening of the terms) the Issuer and/or the Offeror will not approve and/or implement any distribution of ordinary or extraordinary dividends from profits and/or other reserves.

In this regard, it should be noted that on April 17, 2025, the Ordinary Shareholders’ Meeting of the Offeror resolved – taking into account the amount already distributed as an interim dividend for the year 2024 on November 18, 2024 equal to Euro 1.2 per Banca Ifis Share – to distribute a balance of the dividend for the year 2024 equal to Euro 0.92 per outstanding Banca Ifis Share entitled to the payment of the dividend on the scheduled dividend date (the “Ifis Dividend”). The distribution of the Ifis Dividend will take place in accordance with applicable laws and regulations with dividend date on May 19, 2025 and payment from May 21, 2025.

If the Ifis dividend distribution occurs before the Payment Date, the Consideration, as a result and effect of the Ifis dividend distribution, will be restated as follows:

1. the Share Consideration will remain unvaried (i.e., it will remain equal to n. 0.10 Banca Ifis Shares Offered); and
2. the Cash Consideration will be restated in the amount of Euro 1.506 (the “Cash Consideration ex Ifis Dividend”).

Therefore, in light of the above, two alternative scenarios arise: for each illimity Share tendered to the Offer, the Offeror will offer:

• the Consideration represented, in the absence of adjustments, by the Share Consideration (i.e., no. 0.10 Banca Ifis Shares deriving from the Capital Increase to Service the Offer) and the Cash Consideration (i.e., Euro 1.414); or
• the Consideration, if the Ifis Dividend distribution takes place before the Payment Date, represented by the Share Consideration (i.e., no. 0.10 Banca Ifis Shares deriving from the Capital Increase to Service the Offer) and the Cash Consideration ex Ifis Dividend (i.e., Euro 1.506).

The Banca Ifis Shares delivered as Share Consideration will have the same characteristics as the Banca Ifis Shares already outstanding on the issue date and will be listed on Euronext Milan, Euronext STAR Milan segment.

The Consideration is net of stamp duty, to the extent due, and of fees, commissions and expenses, which will be borne by the Offeror. Capital gains substitute tax, if due, will instead remain the responsibility of the Adherents.

For information regarding the Consideration, please refer to Section E of the Offer Document.

The Offer is addressed, indiscriminately and on equal terms, to all holders of illimity Shares.

The Offer is promoted exclusively in Italy and has not nor will not be promoted nor disseminated in the United States of America (or addressed to U.S. Persons, as defined pursuant to the U.S. Securities Act of 1933 as amended), in Canada, Japan and Australia or in any other Countries other than Italy in which such an Offer is not permitted without authorization by the competent authorities or other fulfillment by the Offeror.

The illimity Shares tendered to the Offer must be free from encumbrances of any kind and liberally transferable to the Offeror.

The Acceptance Period will begin at 8:30 a.m. (Italian time) on 19 May 2025 and conclude at 5:30 p.m. (Italian time) on 27 June 2025 (inclusive), unless the Acceptance Period is extended in accordance with the applicable legislation.

Therefore, 27 June 2025 will be the closing date of the Offer unless the Acceptance Period is extended in accordance with the applicable legislation.

In the event that the Offer is completed (or waived, as the case may be), the payment of the Consideration to the holders of the Shares tendered to the Offer, with the simultaneous transfer to the Offeror of ownership of such illimity Shares, will be made on July 4, 2025 (the “Payment Date”), unless the Acceptance Period is extended in accordance with applicable regulations.

In the event that shares are not tendered to the Offer during the Acceptance Period (including any extension under applicable regulations and any reopening of the terms), Shareholders would be faced with the possible scenarios outlined below.

(a) Equal or less than 90% ownership of the Issuer’s share capital

In such a case, there may not be enough free float to ensure the regular trading of illimity Shares. In this case, the Offeror has stated that it does not intend to put in place measures aimed at restoring the minimum free float conditions to ensure the regular trading of illimity Shares and Borsa Italiana may order the suspension from listing of illimity Shares and/or the Delisting pursuant to Article 2.5.1, paragraph 6, of the Stock Exchange Regulations.

In the event of Delisting, the Issuer’s Shareholders who did not tender their shares to the Offer will hold financial instruments that are not traded on any market, resulting in difficulty in liquidating their investment.

(b) More than 90% but less than 95% ownership of the Issuer’s share capital

In this case, the Offeror – having declared that it does not intend to restore a sufficient free float to ensure the regular trading of illimity Shares – will fulfill the Purchase Obligation pursuant to Article 108, paragraph 2 of the TUF. The Issuer’s Shareholders who did not tender to the Offer will therefore have the right to request the Offeror to purchase their Shares for a consideration per Share to be determined in accordance with Article 108, paragraphs 3, 4 and 5, of the TUF and Articles 50, 50-bis and 50-ter of the Issuers’ Regulations.

Borsa Italiana will order the Delisting and, as a result, the Issuer’s Shareholders who did not tender to the Offer and did not exercise their right to request the Offeror to purchase their illimity Shares will find themselves holders of financial instruments that are not traded on any market, resulting in difficulties in liquidating their investment in the future.

(c) At least equal to 95% ownership of the Issuer’s share capital

In this case, the Offeror will initiate the Joint Procedure for the exercise of the Squeeze-out Right and the fulfillment of the Sell-out Obligation pursuant to Article 108, paragraph 1 of the TUF.

The Issuer’s Shareholders who did not tender to the Offer, and who have not exercised their right to require the Offeror to purchase their Shares in fulfillment of the Purchase Obligation pursuant to Article 108, paragraph 2 of the TUF (point B above) will be obligated to transfer their Shares to the Offeror.

Borsa Italiana will order the suspension from listing of illimity Shares and the Delisting taking into account the timeframe for the exercise of the Squeezeout Right.

(d) Merger

It is the intention of the Offeror, if the Offer is completed, to proceed with the merger by incorporation of the Issuer into the Offeror (the “Merger”), in order to enable the full and most effective integration of its activities with those of the Issuer and to accelerate the achievement of the industrial and strategic objectives of the Offer, both in the event that upon completion of the Offer the conditions for Delisting are met and in the event that they are not met.

In both scenarios, the Offeror intends to propose the Merger to the relevant corporate bodies of the Issuer, and consequently to initiate the relevant corporate procedure, as soon as possible after the conclusion of the Offer, so that the Merger, subject to the necessary approvals from the relevant authorities and corporate governance procedures, can become effective reasonably within twelve/eighteen months from the Payment Date.

The Issuer’s shareholders who did not tender their shares to the Offer and will not agree to the resolution approving the Merger will not be entitled to the right of withdrawal pursuant to Article 2437-quinquies of the Civil Code, since as a result of the Merger they will receive in exchange Banca Ifis Shares, listed on Euronext Milan, Euronext STAR Milan segment. In addition, with reference to the additional withdrawal cases provided for in Article 2437 of the Civil Code, it should be noted that the Offeror envisages that the Merger will be implemented in such a way that the right of withdrawal pursuant to Article 2437 of the Civil Code will not arise for the Issuer’s Shareholders who did not tender to the Offer and did not take part in the resolution approving the Merger.

For information regarding the Offer, the following channels are available to all of the Issuer’s shareholders:

• dedicated email account: opas.illimity@investor.sodali.com;
• toll free number: 800 141 710 (from a landline in Italy);
• direct line: +39 06 97632420 (from landline, mobile or abroad) and
• WhatsApp number: +39 340 4029760.

These channels are available from Monday to Friday from 9:00 a.m. to 6:00 p.m. (CET)

The Offer Document and all documents regarding the offer are available on this website in the Press Releases and Offer Documents sections and on the Global Information Agent Sodali & Co’s website https://transactions.sodali.com/.