ABC Company finalizes acquisition of 34% from Bonfiglioli Consulting

Milan, February 20, 2026 - ABC Company S.p.A. Benefit Company (“ABC Company” or the “Company” and together with its subsidiaries the “ABC Group”), a consulting company and permanent capital vehicle listed on the professional segment of Euronext Growth Milan announces that today the transaction involving the acquisition of a 34% stake in the share capital of Bonfiglioli Consulting S.r.l. (“Bonfiglioli Consulting”), previously disclosed to the market on February 19, 2026 (the ’Transaction“).

Perfection of the Transaction

The closing took place following the fulfillment of the conditions precedent stipulated in the binding agreements signed between the parties.

In execution of the agreements:

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• ABC Company acquired a representative stake of 34% of the share capital of Bonfiglioli Consulting from the current shareholders;
• a shareholders" agreement has been formalized between ABC Company and Ghepard 2 S.r.l., a company controlled by Engineer Michele Bonfiglioli, aimed at regulating the governance and administrative and property rights related to the equity investment held by the Company.

After the closing, Ghepard 2 S.r.l. retains a 60% stake in BC's share capital, while the remaining shares are held by management.

Compensation

The equity value of Bonfiglioli Consulting has been determined to be 13 million euros.

The consideration for the acquisition of 34% was settled in accordance with the contractual agreements. In line with the structure of the Transaction, the current shareholders of Bonfiglioli Consulting will reinvest a portion equal to approximately 80% of the total proceeds received through the subscription of newly issued A Shares of ABC Company, as part of the capital increase resolved on December 17, 2025.

An earn-out component is planned subject to the achievement of specific economic and financial targets in the three-year period 2026-2028.

Governance

In accordance with the agreements, the Board of Directors of Bonfiglioli Consulting will consist of five members, two of whom will be designated by ABC Company and three by the majority shareholder.

Strategic Rational and Integration into the ABC Group

With the completion of the Transaction, ABC Company consolidates its path of building an integrated platform of advisory and services to Italian industrial enterprises.

Bonfiglioli Consulting's entry into the capital allows the ABC Group to:

• integrate highly qualified industrial expertise in lean transformation, digitization and process optimization;
• strengthen synergies between Investment Area and Advisory Area;
• evaluate operational complementarities with Global Strategy and its investee Giotto Cellino SIM.

The Transaction is consistent with ABC Company's strategy of supporting Italian SMEs throughout the entire growth cycle, from operational optimization to accessing capital and structuring extraordinary transactions.

About ABC Company

ABC Company S.p.A. - Benefit Company is a permanent capital vehicle listed on the Professional Segment of Euronext Growth Milan that invests in Italian SMEs, directly and through the structuring of club deals, with both minority and majority stakes. The Company supports entrepreneurs and management in the implementation of growth and value creation projects in the medium to long term. The business model is divided into two complementary areas:

• Investment Area, dedicated to the promotion and structuring of direct investment transactions, business combinations and private deals, including in listed or quoted companies;
• Advisory Area, focused on strategic, financial and industrial consulting to investee companies and third-party clients;

As a Benefit Company, ABC Company pursues, alongside its economic objectives, purposes of common benefit, promoting the spread of financial culture, sustainability and responsible growth models in the Italian business fabric.

Statements

Stefano Taioli, CEO of ABC Company, said:

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The partnership with Bonfiglioli Consulting represents a strategic step in ABC Company's evolutionary journey. We are building an integrated platform that combines capital, strategic advisory and industrial expertise, with the aim of supporting Italian SMEs not only in accessing financial resources and in paths of dimensional growth, but also in processes of operational transformation and sustainable development in the medium to long term. It is precisely this integration of finance, industry and entrepreneurial experience that is the distinctive element of our model.

Michele Bonfiglioli, CEO of Bonfiglioli Consulting said:

The entry of ABC Company represents a concrete acceleration of our journey for Bonfiglioli Consulting. In recent years we have invested in expertise, innovation and international presence, consolidating a consultancy model strongly oriented to execution. This partnership lays the foundations for a further leap in size, strengthening our ability to support companies on paths of operational transformation and development in global markets. Aligning with a long-term partner such as ABC Company enables us to face the next phase of growth with greater ambition and solidity.