Talea S p A : ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING

Press Release

ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING

IN ORDINARY SESSION:

• Financial statements of Talea Group S.p.A. approved and group's consolidated financial statements as at 31 December 2023 reviewed
• Allocation of operating profit approved
• Board of Statutory Auditors for the financial years 2024-2026 appointed

IN EXTRAORDINARY SESSION:

• Amendments to the Bylaws concerning the procedures for attending the shareholders' meeting and exercising voting rights approved

Viareggio, 29 April 2024 - Talea Group S.p.A. - a company listed on the Euronext Growth Milan market of the Italian Stock Exchange, resulting from the rebranding of Farmaè S.p.A. and leader in the e-retailing of products for personal health and wellbeing as well as in media and digital transformation services for businesses - ("Talea" or the "Company") announces that the Shareholders' Meeting met today in ordinary and extraordinary session to resolve on the following items on the agenda.

ORDINARY SESSION

Approval of the financial statements as at 31 December 2023 and allocation of the year's operating profit

The Shareholders' Meeting approved the financial statements of Talea as at 31 December 2023 and reviewed the consolidated financial statements of the Company's parent group as at 31 December 2023.

Talea Group closed 2023 with consolidated adj revenue of EUR 136.3 mn (+12.7% vs FY2022 (consolidated non-adjusted 2023 revenue of EUR 131.4 mn vs FY2022 revenue of EUR 116.3 mn, up 13.0%). Adj EBITDA was EUR -3.2 mn, down from EUR 2.5 mn in FY2022 and a net loss of EUR 7.5 mn, compared to a net loss of EUR 0.9 mn in FY2022. The Talea Group's net financial debt stood at EUR 38.9 million, compared to EUR 21.5 mn as of 31 December 2022.

The Shareholders' Meeting also approved to carry forward the operating result of the Company's financial statements corresponding to a net loss of EUR 6,826,529.

The files of the annual financial statements and the consolidated financial statements as of 31 December 2023, accompanied by the relevant reports as required by law, are available - within the terms and according to the procedures provided for by applicable regulations - at the Company's registered office in Viareggio (LU), via Marco Polo no. 190 as well as on the website of Borsa Italiana S.p.A. www.borsaitaliana.it(section "Shares" - "Documents") and on the Company's website www.taleagroupspa.com(section "Investor Relations" - "Financial Statements and Periodic Reports") to which reference should be made.

Appointment of the Board of Statutory Auditors

The Shareholders' Meeting appointed the Board of Statutory Auditors for the financial years 2024-2026 (i.e. until the approval of the financial statements as at 31 December 2026), composed of 3 standing auditors and 2 alternate auditors, all drawn from the only list (list no. 1) submitted by RIAC Holding S.r.l., which directly holds 58.63% of Talea's share capital with voting rights:

Standing Auditors

1. Mr. Sergio Marchese (Chairman of the Board of Statutory Auditors)
2. Mr. Alberto Colella
3. Mrs. Monica Barbara Baldini

Alternate Auditors

1. Mr Fabio Panicucci
2. Mr. Gian Luca Succi

The résumés of the newly appointed Statutory Auditors, as well as the list of any administration and control positions held in other companies and their fit and proper declarations are available on the website of Borsa Italiana S.p.A. www.borsaitaliana.it(section "Shares" - "Documents") and on the Company's website www.taleagroupspa.com(section "Investor Relations" - "Financial Statements and Periodic Reports") to which reference should be made.

Based on the information available to the Company, none of the Statutory Auditors hold shares in the Company as of today.

The Shareholders' Meeting also approved the remuneration in favour of the Chairman of the Board of Statutory Auditors in the amount of Euro 11,250.00 per annum, the remuneration in favour of the remaining Statutory Auditors in the amount of Euro 7,500.00 per annum each and no remuneration to the Alternate Auditors.

EXTRAORDINARY SESSION

Amendments to the Articles of Association

The Shareholders' Meeting resolved to amend Article 15 of the Bylaws in order to provide the Board of Directors with the power to establish that participation in Shareholders' Meetings and the exercise of voting rights shall take place: (i) "exclusively" through telecommunication means; (ii) "also" through the use of telecommunication means (so-called hybrid mode); (iii) pursuant to Article 135-undecies.1 of Legislative Decree No. 58 of 24 February 1998 (the "TUF"), exclusively through the representative designated by the Company pursuant to Article 135-undecies of the TUF, to whom proxies or sub-proxies may also be conferred pursuant to Article 135-novies of the TUF, notwithstanding Article 135-undecies, paragraph 4 of the TUF.

The updated by-laws will be made available to the public - within the terms and according to the procedures provided for by applicable regulations - at the Company's registered office in Viareggio (LU), via Marco Polo no. 190 as well as on Borsa Italiana's website www.borsaitaliana.itsection "Shares" - "Documents") and on the Company's website www.taleagroupspa.com(section "Investor Relations" - "Financial Statements and Periodic Reports") to which reference should be made.

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Documentation

The minutes of the Shareholders' Meeting and the summary voting report will be made available to the public at the Company's registered office in Viareggio (LU), via Marco Polo n. 190, as well as on the website of Borsa Italiana S.p.A.. www.borsaitaliana.it(section "Shares" - "Documents") and of Talea www.taleagroupspa.com(section "Governance" - "Shareholders' Meetings"), within the terms and according to the procedures set forth by applicable regulations.

This press release is available on Talea's website www.taleagroupspa.com(section "Investor" - "Press Releases").

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This press release is available in the Investor Relations section of the Company's website www.taleagroupspa.com.

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Talea Group S.p.A, a company listed on the Euronext Growth Milan market of the Italian Stock Exchange and resulting from the rebranding of Farmaè S.p.A, is one of the leading digital groups in Europe in the Health, Wellness and Beauty multichannel macro-sector and in media and digital transformation services for businesses. Talea Group S.p.A. operates with a business model based on two revenue- generating areas: the Consumers Area, dedicated to e-retailing in which the brands Farmaè, Amicafarmacia, Farmaeurope, Dokidaki, Doc Peter, Gooimp, Vitamin Center, Best Body, Mood Concept Store, Sanort e Beautyè currently operate, and the Industrial Area dedicated to media services and digital transformation with Talea Media and Valnan Communications. The Group - which today employs more than 240 professionals - places People and Companies at the centre of its values and actions in order to satisfy their needs and desires, and bases its identity on digital culture and the ability to evolve business models and generate growth within its relevant markets through innovative and sustainable solutions.

For further information:
Euronext Growth Advisor	Specialist
Alantra Capital Markets	MIT SIM S.p.A.
[phone]	[phone]
Stefano Bellavita	[e-mail]
[e-mail]

Investor Relation	Media Relation
Talea Group	SEC Newgate - 02.6249991 - [e-mail]
Investor Relations Officer	Daniele Pinosa - 335 7233872 - [e-mail]
Alberto Maglione	Fabio Santilio - 339 8446521 - [e-mail]
[phone]	Giorgia Cococcioni - 366 2363331 - [e-mail]
[e-mail]
CDR Communication
IR Advisor
Vincenza Colucci
Tel. [phone]
[e-mail]