Dear All,

In the past months we maintained the confidentiality and secrecy of the events occurring in San Marino, with the hope that the relevant authorities will apply the expected professionalism. Unfortunately, this has only led to the case turning into full-blown political persecution against us. We thus address you as the only institutions and people, capable of clarifying the situation that has resulted in a judicial and political crisis in San Marino in a very quick manner. 

In January 2025 we were invited to invest in San Marino by the BoD of Ente Cassa di Faetano, which at this point consisted of Marco Beccari – President, Roberta Mularoni – Vice-President, Andrea Delvecchio – Member, Carlo Giorgi – Member and Primo Toccaceli – Member. In particular ECF wanted to sell their controlling share in Banca di San Marino.

The reason ECF urgently needed to sell were the following:

1. BSM was in dire need for EUR 20m of capital
2. ECF had outstanding debts which it could not pay
3. The above two problems were exacerbated by the fact that the sale of more than 49% of BSM required a change in the Articles of Association of ECF, and ECF had in the past 2 years failed to find a serious enough investor who would buy less than 50% of BSM’s shares.

We thus presented the following offer to ECF – acquisition of 51% of BSM for a total price of EUR 36 750 000, which included a Base Price of EUR 14 250 000, a Donation of EUR 2 500 000 made directly to ECF, and an additional Capital Increase in BSM in the amount of EUR 20 000 000. Furthermore, we offered ECF equal participation in the BoD of the BSM with decisive veto rights on key issues, even though ECF would remain a minority shareholder. 

The entire Board of ECF, Marco Beccari, Roberta Mularoni, Andrea Delvecchio, Carlo Giorgi and Primo Toccaceli, voted 5-0 in favour of the sale in February 2025. We reached agreements on investing in social projects in San Marino. The BoD of ECF was also informed about our planned wider investment program in San Marino (consisting not only of the BSM acquisition, but also of other planned projects), and that one of the legal companies consulting us had engaged a local Sammarinese company to facilitate these projects – a company named IBC. The contract amount of EUR 500 000 was disclosed and the contract was provided to BSM and to Banca Sammarinese di Investimento.

After presenting our offer to ECF’s shareholders, alongside our financial prowess, our reputation and our commitment to invest in other projects in San Marino, in March 2025 a General Meeting of the Shareholders passed the needed amendment to the Articles of Association of ECF with a supermajority of more than 140 people.

With this act, problem №3 of ECF was solved.

At the same time, after explicit requests by the General Manager of BCSM Andrea Vivoli, the President of BCSM Catia Tomasetti and the General Manager of BSM Aldo Calvani, we setup a local Sammarinese company, San Marino Group (SMG), as the acquisition vehicle. This was done to allow for local control of the acquisition and for the institutions to better monitor the investment. The members of the Board of ECF and Aldo Calvani were presented with all of the documentation surrounding the establishment of the company. The company’s capital was EUR 500 000, split 88% to 12% and deposited by Assen Christov and Richard Werner.

As the funds for the planned sale of BSM were supposed to come through the Sammarinese company SMG, Aldo Calvani and his team in BSM were involved establishing a bank account of SMG in BSM and in inspecting all of the requested documentation for compliance with Anti Money Laundering requirements. No issues were identified and the bank account was successfully opened.

During the Due Diligence stage of the transaction, we came across a contract BSM had concluded with the law firm Studio BNM – Studio Legale e Notarile Avv. Matteo Mularoni, which stood out for its unusually high pricing. After this, we continued with the preparation of the documents for the application for authorisation of the sale to BCSM, in the spring of 2025. We presented to BCSM our corporate structure, including our minority participations and all contracts we had entered into in relation to our investment in San Marino. This disclosure contained even the contracts our different advisors had themselves concluded to service the transaction, including a contract by one of the legal firms we had engaged, with IBC, duly presented to BSM. All of this was done with the aim of complete transparency. 

On 15 May 2025 the final Share Purchase Agreement (SPA) was signed between ECF, signed by Marco Beccari, and with the whole BoD present, as seller and SMG as purchaser. This SPA included not only the initially discussed purchase price but a clause for an advance payment of a part of it as a confirmatory deposit. The negotiations leading up to the sale were described by Marco Beccari as having been conducted “with transparency and absolute correctness, maintaining direct contact with the Central Bank”.

Based on the signed SPA we funded SMG’s bank account at BSM with EUR 15 000 000, with EUR 13 575 000 representing a conditional loan from Starcom Holding for the future capital increase of San Marino Group (to be utilised only upon a successful acquisition), and the remaining EUR 1 425 000 being a direct capital increase. BSM and Aldo Calvani and his team were presented with the requested documents detailing the source of funds and after inspecting them, authorised the transaction. 

The amount of EUR 1 425 000 was paid to ECF as confirmatory deposit to cover pending debts and the remainder of the sum was kept at low-interest deposit at BSM at Aldo Calvani’s request to support bank’s liquidity. The payment of the confirmatory deposit was made to ECF on 3 tranches due to a EUR 500 000 restriction per transaction on BSM’s Home Banking. We had been promised by Aldo Calvani that the Home Banking issue would be resolved and that the restriction would be lifted. This did not happen, however.

These above events resulted in resolving ECF’s three existing problems:

1. supporting BSM’s liquidity in connection with its capital increase restriction imposed by BCSM,
2. receiving an advance payment of EUR 1,425,000, covering ECF’s pending debts,
3. finally, ECF’s Articles of Association were successfully amended

On the 29.05.2025 we submitted the documentation needed for the approval of the transaction before BCSM. Up to this moment the entire transaction had been fully open and transparent, with no undue pressure being exerted on us as a buyer or on ECF as a seller.

In the summer of 2025, given the increased media focus on the transaction and the circulation of rumours, we cooperated with BCSM and Andrea Vivoli (and indirectly with Catia Tomasetti through his team) in particular in answering all brought up questions. These questions were mainly related to the German Varengold Bank (in which we are a minority shareholder) and others, for which we provided the needed documents, including from the German regulator BaFin, proving the false nature of media claims. 

In September 2025 the new Board of Directors of ECF, consisting of Sergio Barducci – President, Roberta Mularoni – Vice-President, Alessandra Mularoni – Member, Carlo Giorgi – Member and Cristian Stacchini – Member, were also made aware of the progress of our investment projects in San Marino. This led to the signing of Memorandum of understanding with the new head of the BoD Sergio Barducci, to reaffirm and strengthen our mutual commitment in projects in the sphere of social well-being of San Marino. 

Up to this moment, the Board of Directors of ECF or BCSM had never raised concerns about any issues or hindrances against the transaction on behalf of state bodies of third parties in San Marino. In contrary, you ensured us that we were a preferred investor and that the institutions of San Marino were in full support.

In October 2025 one of the former ECF Board members – Andrea Delvecchio, was accused in private corruption, mismanagement and undue influence on the acquisition of BSM. The reason? The consultancy agreement that one of the legal companies servicing the transaction had concluded with IBC, owned by his wife Marina Mandichi. This agreement, as mentioned above, was properly disclosed to BSM and to BCSM.

In particular, the Court accused Andrea Delvecchio, who was only one of the 5 people who voted unanimously to accept our offer (the other four being Marco Beccari, Roberta Mularoni, Carlo Giorgi and Primo Toccaceli), of influencing the rest of the Board members and also of influencing the more than 140 shareholders of ECF, who voted to amend ECF’s Articles of Association to allow the sale of BSM. At the same time, while making this accusation, the judges Roberto Battaglino and Francesco Santoni, openly admit that our offer is undoubtedly very beneficial to ECF and BSM. In this case, the question arises of what damages are suffered and by whom exactly?

Based on the above accusation, justifying potential future reputational damages, BCSM and Andrea Vivoli rejected the transaction. 

Afterwards, a Court-led persecution against us began, with charges unrelated to the above.

Given that we were not welcomed as an investor in San Marino, we proceeded with withdrawal of our funds intended for payment of the purchase price. In all of the months leading to this, Aldo Calvani had not resolved the issues with BSM’s Home Banking system having a EUR 500 000 limit per transaction. We were thus forced to enter 28 individual transfers into their banking system. For 5 entire days Aldo Calvani did not execute the transfers, with him being explicitly informed of the problem. Instead of allowing the transfers, Aldo Calvani alarmed the Financial Intelligence Agency (AIF) of San Marino, that the request of so many transfers at the same time constituted a suspicious activity, although he was well aware of the existing limitation on our account which we tried to solve for several months. It should be noted that at the time of BSM’s suspicious activity report was made, lawyer Matteo Mularoni, who has extensive banking experience was a member of BSM’s Advisory Board.

Based on Aldo Calvani’s report to the AIF, the agency, headed by Nicola Muccioli (also chairperson of MONEYVAL), submitted its own report to the Court of San Marino (personally signed by Nicola Muccioli). This report was full of errors, insinuations and press articles. The absurdity of the report can also be judged by the fact that a director of one of the legal entities in the report allegedly had problems with the law 30 years ago, when he was 14! The report concluded with media articles with pictures of Giorgia Meloni, Ursula von der Leyen, Vladimir Putin and Aleksandar Vucic.

The Court in turn, justifying itself with Nicola Muccioli’s report and citing Anti Money Laundering concerns, seized our entire funds deposited in BSM as a protective measure, an act inconsistent with any proper AML or legal standards. The money was then transferred to an account in BCSM. To this day we have no concrete knowledge of the beneficiary of this account. Most egregiously however, the seizure of the Court includes the sums deposited (in their capacity as private persons) by capital by Assen Christov and Richard Werner, a German citizen, against which no charges have been filed to date.

Even more interesting, the money we paid to ECF has up to now never been subject to “Anti Money Laundering concerns” despite having the same origin as the money deposited in BSM and was also transferred with by a number of transactions. At the same time ECF, with the backing of a very well known Sammarinese legal office, decided to retain the aforementioned deposit paid to them and simultaneously begin a legal case against us for alleged reputational damages. 

All of this demonstrates the double standards applied by the Court, represented by Roberto Battaglino and Francesco Santoni (the same judges filing the allegations for the “parallel plan”). This attitude by the Court continued in the next instances, when judges Vico Valentini and David Brunelli continued to issue contradictory statements.

Such practices raise serious concerns in light of European standards on legal certainty, proportionality and investor protection.

At present, we deem that a statement to the Court of San Marino by ECF’s BoD and BSM’s Management confirming the above facts, as well as denouncing the existence of any undue influence on them, could very quickly clear up the situation as it has developed and shed light to the groundless nature of the Court’s allegations. In fact, in December 2025, the members of the BoD of ECF made the very same statement, directed to the media, denying the existence of any influence on their decision-making.

Otherwise, if such a statement is not made, the above facts would lead us appear to the conclusion, that neither ECF, nor BSM, nor BCSM or San Marino’s whole system had any desire to sell BSM. Instead, what might appear to have been the plan is to solve ECF’s 3 existing problems (BSM’s need for liquidity, ECF’s urgent need for cash and ECF’s need to amend its Articles of Association) and then to maintain our funds without carrying out the transaction. In support of this possibility is the fact that immediately after the Court’s allegations, ECF hired a company, Prometeia, as a consultant in the sale of BSM.

We hope that all of the strange decisions of the Sammarinese Court system containing a self-evident double standard are not the result of a judicial system that appears compromised by structural dependencies and conflicting interests. We also hope that the judges involved in this case have been misled by a combination of public pressure and the lack of a statement by ECF given to them. In our view, this is the most plausible explanation for their mutually contradictory and strange rulings presented up to now.

All of the above facts, the Court-mandated secrecy on the proceedings, the lack of any statement by the seller and our attempts to defend ourselves have brought upon a plethora of negative developments, including onto San Marino. We are serious investors and support the European integration of San Marino, which exactly why we had initially decided to invest there. We sincerely hope that the members of the BoD of ECF, the Grand and General Council, the Government of San Marino and other institutions will undertake quick measures for clarifying the current case, as well as the deficiencies in San Marino’s legal and judicial framework. As mentioned, we had planned to invest in San Marino, based on our belief in its European path, but this path would be sustainable only with a legal and judicial system based on clear and precise procedures and free of any hidden dependencies.

P.S. In support of the above we reserve the right to make public all relevant documentation, in the interest of transparency and legal clarity, so that there is no longer any speculation about hidden, secret or parallel plans.

Your sincerely,

San Marino Group S.r.l.