PARTIAL EXERCISE OF THE OVER-ALLOTMENT OPTION AND END OF STABILISATION

PARTIAL EXERCISE OF THE OVER-ALLOTMENT OPTION AND END OF STABILISATION | Phynwire

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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE

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This announcement is an advertisement and not a prospectus and not an offer of securities for sale in or into the United States, Canada, Japan, Australia, South Africa or any other jurisdiction where it is unlawful to do so.

PRESS RELEASE

PARTIAL EXERCISE OF THE OVER -ALLOTMENT OPTION AND END OF

STABILISATION

POST STABILISATION NOTICE

Milan, 13 August 2026 – Gens Aurea S.p.A. (the “ Company ”) hereby informs that today BNP PARIBAS (“BNPP ”), acting as stabilisation manager in connection with the offer ing aimed at the listing of the ordinary shares of the Company on Euronext Milan (the “ Offer ing”), also on behalf of the underwriters , has communicated the partial exercise of the over -allotment option (the “ Over -Allotment Option”) granted by Mattina Holding S.A. (the “ Selling Shareholder ”) for no. 276,818 ordinary shares out of the maximum no.

1,010,000 ordinary shares lent for the purpose of the Over -Allotment Option. Therefore, this will mean the redelivery to the Selling Shareholder of no. 733,182 ordinary shares lent in the context of the Offer ing.

The purchase price of the ordinary shares subject to the Over -Allotment Option is Euro 10 per ordinary share, equal to the offer price established in connection with the Offer ing, for an aggregate consideration of Euro 2,768,180. Payment of the ordinary shares subject to the Over -allotment Option and return of no. 733,182 lent ordinary shares is envisaged on 18 August 2026.

Following the exercise of the Over -Allotment Option pursuant to the above, the Offer ing consisted of a total of no. 10,376,818 ordinary shares for a total consideration of Euro 103,768,180.

The Company also gives notice that, on the basis of the information disclosed by BNP P, acting as stabilisation manager in connection with the listing of the ordinary shares by the Company, BNPP has undertaken stabilisation activities (as defined under Article 3, paragraph 2, letter d), of the Market Abuse Regulation (EU/596/2014)) in relation to the offering of the securities as set out below.

Financial Instruments

Issuer Gens Aurea S.p.A.

Financial Instrument Ordinary Shares (ISIN IT0005713232) Offer Size 10,100,000 ordinary shares excluding the over -allotment option Total aggregate amount purchased 733,182 Stabilisation Manager BNP PARIBAS Pursuant to Article 6, paragraph 3, of Commission Delegated Regulation (EU) 2016/1052 supplementing Regulation (EU) No. 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buy -back programmes and stabilisation measures, the Company, on the basis of the information disclosed by BNPP, hereby communicates that the stabilisation purchases began on July 14, 2026 and that the last stabilisation purchase took place on August [13], 2026.

The chart below sets out the data on the stabilisation transactions carried out during the stabilisation period.

Execution Date Lowest Price (Euro) Highest Price (Euro) Trading Venue 14/07/2026 9.65 10.00 Euronext Milan 15/07/2026 9.80 10.00 Euronext Milan 16/07/2026 9.95 10.00 Euronext Milan

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DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES

17/07/2026 9.90 9.95 Euronext Milan 20/07/2026 9.63 9.90 Euronext Milan 21/07/2026 9.90 9.99 Euronext Milan 22/07/2026 9.90 9.98 Euronext Milan 23/07/2026 9.90 9.926 Euronext Milan 24/07/2026 9.75 9.95 Euronext Milan 27/07/2026 9.895 10.00 Euronext Milan 28/07/2026 9.80 9.85 Euronext Milan 29/07/2026 9.80 9.85 Euronext Milan 30/07/2026 9.79 9.85 Euronext Milan 31/07/2026 9.60 9.80 Euronext Milan 03/08/2026 9.60 9.80 Euronext Milan 04/08/2026 9.80 9.845 Euronext Milan 05/08/2026 9.95 9.95 Euronext Milan 06/08/2026 9.85 9.93 Euronext Milan 07/08/2026 9.75 9.90 Euronext Milan 10/08/2026 9.70 9.85 Euronext Milan 11/08/2026 9.80 9.85 Euronext Milan 12/08/2026 9.85 9.96 Euronext Milan 13/08/2026 9.85 9.99 Euronext Milan This press release is issued also on behalf of BNPP pursuant to Article 6, paragraph 3, of Commission Delegated Regulation (EU) 2016/1052.

About Gens Aurea

Gens Aurea S.p.A. is a leading European group in the buying and selling of gold and precious metals, with over twenty years’ experience in the market and registered with the OAM ( Organismo Agenti e Mediatori ). Owned 89% by investors backed by the pan -European private equity firm DVC Partners (which acquired the company in 2019) and 1% by management, the Group operates in four key areas: gol d buying, jewellery, investment gold and buy -back; It operates with a vertically integrated business model, thanks to an ecosystem of 8 brands (OroCash, Luxury Zone, GioiaPura, Alfieri & St.John, OroCaja, Super Efectivo, OuroCaixa, OroCash Invest). With a turnover of more than €830 million, growing at a CAGR of +84% between 2023 and 2025, A dj. EBITDA of €105.2 million and more than 530 physical outlets across 5 countries, the Group handled over 11 tonnes of gold in 2025. www.gens -aurea.i t

About DVC Partners

DVC Partners is a pan -European private equity and special situations firm, s pecialised in acquiring majority or controlling minority stakes in midsized companies facing financial distress, market dislocation, or operational challenges, and works to restructure and grow them. It focuses on middle- market equity investments, with the aim of transforming companies facing difficulties into success stories. From its four offices in Europe — Madrid, Milan, Brussels and Luxembourg — the DVC Partners team brings together experience an d financial capacity to inject capital and generate sustainable value for companies. DVC Partners has completed more than 25 transactions aimed at restructuring and growing mid- sized companies in Europe, both organically and inorganically, with more than 5 0 add- ons. Their operations include corporate carve -outs, financial & operational restructurings and shareholder disputes, always acting with a philosophy of alignment of interests with the managers and employees of its portfolio companies. DVC Partners is an investment partner committed to revitalising c ompanies and protecting their long -term potential.

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CONTACTS

Gens Aurea Investor Relations Alessandro Baj Badino

alessandro.bajbadino@gens -aurea.it

Barabino & Partners

Stefania Bassi

s.bassi@barabino.it

Carlotta Bernardi

c.bernardi@barabino.it

IMPORTANT NOTICE

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or any other securities, nor shall it (or any part of it) or the fact of its distribution form the basis of, or be relied on in connection with, any contract therefor. The offering of the Company’s shares (the “ Offering ”) and the distribution of this announcement and other information in connection with the Offering in certain jurisdictions may be restricted by law and persons into whose possession this announcement or any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the laws of any such jurisdiction.

This announcement does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. The securities referred to herein have not been and will not be registered under the U.S.

Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to regi ster any securities referred to herein in the United States or to make a public offering of the securities in the United States.

In the United Kingdom, this announcement is only being distributed to, and is only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, “qualified investors” withi n the meaning of Paragraph 15, Part 1, Schedule 1 of the Public Offers and Admissions to Trading Regulations 2024/105 (the “POAT Regulations”), who are also (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”); (ii) high net worth bodies corporate, unincorporated associations and partnerships and trust ees of high value trusts as described in Article 49(2) of the Order; and/or (iii) persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as “Relevant Persons”) or otherwise in circumstances which have not res ulted and will not result in an offer to the public of the shares in the United Kingdom within the meaning of the FSMA or the POAT Regulations. Persons who are not Relevant Persons in the United Kingdom should not take any action on the basis of this announcement and should not act or rely on it.

This announcement does not constitute a recommendation concerning the Offering or the shares of the Company. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. Information in this announcemen t or any of the documents relating to the Offering cannot be relied upon as a guide to future performance. Potential investors should consult, to the extent they deem necessary, a professional investment, business, tax, and/or legal advisor as to the suitability of the Offering for the person concerned.

This communication is an announcement and is not a prospectus for the purposes of the Prospectus Regulation. A prospectus prepared pursuant to Regulation (EU) 2017/1129 (the "Prospectus Regulation") Commission Delegated Regulation (EU) 2019/980, and the Commission Delegated Regulation (EU) 2019/979 will be published and made available in connection with the Offering. Investors should not subscribe to any securities referred to in this document except based on information contained in the prospectus which includes detailed information regarding the Company and the risks involved in investing in the securities. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.

The distribution of this document in certain countries may constitute a breach of applicable law.

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE

UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR ANY COUNTRY WHERE SUCH PUBLICATION,

DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES

The publication, distribution or release of this announcement in certain jurisdictions may be restricted by law and persons into whose possession this document or other information referred to herein comes are required to inform themselves about and observ e any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

None of the banks acting as joint global coordinators, joint bookrunners, co- global coordinators, lead managers and/or stabilising manager in the contest of the Offering (the “ Managers”) or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. Nothing contained herein is, or shall be relied upon as, a promise or representation by the Managers or any of their respective directors, officers, employees, advisers or agents in this respect, whether as to the past or future.

None of the Managers or any of their respective directors, officers, employees, advisers or agents assumes any responsibility for its accuracy, completeness or verification and accordingly the Managers and each of their respective directors, officers, employees, advisers or agents disclaim, to the fullest extent permitted by applicable law, any and all liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or any such statement. The Managers are each acting exclusively for the Company and the Selling Shareholder in the transaction referred to in this announcement and for no- one else in connection with any transaction mentioned in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to any such transaction and will not be responsible to any other person for providing the protections afforded to their respective clients, or for advising any such person on the contents of this announcement or in connection with any transaction referred to in this announcement.

Solely for the purposes of the product governance requirements contained within (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing Mi FID II; (c) local implementing measures (the “EEA Product Governance Requirements”) and (d) Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK Product Governance Requirements” and together with the EEA Product Governance Requirements, the "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that such Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible co unterparties, each as defined in MiFID II or Chapter 3 of the FCA Handbook Conduct of Business Sourcebook (“COBS”), as applicable; and (ii) eligible for distribution through all permitted distribution channels (the “Target Market Assessment”). Notwithstand ing the Target Market Assessment, distributors (for the purposes of the Product Governance Requirements) should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in rel ation to the Share Capital Increase. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Underwriters will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II or Chapters 9A or 10A respectively of COBS; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels.