Be Shaping Future S p A : Approves 2021 Results

Shaping the future

INVESTORS INFORMATION

15 March 2022 // Milan

Be: Total Revenues equal to 235€/mln (+31.6% over 2020), EBITDA +30.7% and EBT +40.8% vs 2021.

Key metrics

• Total Revenues equals 235.3 €/mln (178.8 €/mln in 2020)
• EBITDA equals 37.1 €/mln (28.4 €/mln in 2020)
• EBIT equals 20.6 €/mln (14.6 €/mln in 2020)
• EBT equals 18.8 €/mln (13.3 €/mln in 2020)
• Proposed Dividend 0.03 € per share

The Board of Directors of Be Shaping The Future S.p.A. (in short Be), a company listed on the Euronext STAR Segment of Borsa Italiana, today approved the draft Financial Statements and Consolidated Financial Statements as of December 31, 2021, and convened the Sharehoders' Meeting.

Organic growth firing on all cylinders and performance metrics up testify to how the Group has reached a new plateau in terms of size and results - says Stefano Achermann, CEO of Be Shaping the Future. The +31.6% increase in revenues reflects the strong demand for services we are experiencing in the Financial Services Industry throughout Europe.

STOCK DATA		GROUP DATA (as of 31.12.2021)		HEADQUARTER	MAIN OFFICES
Reuters code:	BEST.MI	Total Revenues (Eur mln):	152.3	Rome	Milan
Bloomberg code:	BEST.MI	EBITDA (Eur mln):	25.9		London
		EBIT (Eur mln):	12.2		Munich
SHAREHOLDERS DATA		EBT (Eur mln):	11.1		Frankfurt
No. of ordinary shares (mln):	134.9	Net Profit (Eur mln):	6.1		Madrid
Total no. of shares (mln):	134.9	Net Financial Position (Eur mln):	(11.4)		Wien
Market cap. (Eur mln):	399.8				Varsaw
Floating (%):	51.5				Bucharest
Floating (Eur mln):	205.8				Kyiv
Main Shareholder:	T.I.P.				Zurich

Be S.p.A.

Investor Relations | Claudio Cornini | [phone] | [e-mail]

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INVESTORS INFORMATION

This is due to significant investments in digital transformation that involves business models, operations structure, and control systems at the same time. The presence on major clients increases while the concentration is reduced thanks to numerous new projects on Financial Institutions that were not yet in our portfolio.

Profitability was also excellent - +30% of Ebitda and +40% of Ebit - despite the difficulties induced by a very tense labour market and strong competition on talents. Firstwaters, Soranus and Crispy Bacon, the three acquisitions of 2021, have contributed beyond expectations. All of the above led one year in advance to the achievement of organic growth targets set out in the Industry Plan. For 2022 we confirm strong services demand from our clients, at the moment not impacted by current emergency. Finally, it should be noted that the Net Financial Position also benefited from the results for the year (NFP from operations positive €42 million vs €22 million at the end of 2020). Overall NFP, including put & call liabilities visa -vis minorities of €20.2 million, right-of-use liabilities of €11.4 million after distributing in 2021 dividends for € 3.8 million, acquiring treasury shares for € 0.4 million and having net disbursements for M&A in the amount of €

16.1 million, is negative for €10 million (vs. negative €3.1 million at the end of 2020 on a proforma basis)."

Main consolidated results as of 31 December 2021

Total Revenues stood at € 235.3 million compared to € 178.8 million of FY2020. Business Consulting, ICT and Digital segments recorded revenues equalling respectively € 169.1 million (€ 126.5 million in 2020), € 52.7 million (€ 42.1 million in 2020) and €13.4 million (€10.1 million in 2020). The operating revenue of foreign subsidiaries totalled € 103.6 million (44% of total Revenues), compared to € 66.9 million recorded in 2020.

The Gross Operating Margin (EBITDA) came to € 37.1 million, up 30.7% on 2020 (€ 28.4 million), with an Ebitda margin of 15.8%, compared to 15.9% of the previous year.

EBIT amounted to € 20.6 million, up 40.8% compared to € 14.6 million in 2020, with an Ebit margin of 8.2%, compared to 8.2% of the previous year.

EBT amounted to € 18.8 million, up 40.6% compared to € 13.3 million in 2020.

Be S.p.A.

Investor Relations | Claudio Cornini | [phone] | [e-mail]

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Group's share of Net Profit equalled € 11.6 million, up 46.1% compared to € 8 million in 2020.

Net Financial Position amounted to negative € 10 million (pro

forma Net Financial Position was negative € 3.1 million as of 31 December 2020), including put & call liabilities vis-a-vis minorities of €20.3 million, right-of-use liabilities of €11.4 million after distributing in 2021 dividends for

• 3.8 million, acquiring treasury shares for € 0.4 million and having net disbursements for M&A in the amount of € 16.1 million.

Net financial debt from operations amounted instead to positive € 42 million (€21.8 million at September 30, 2021) with year-on-year improvement of approximately €20.3 million.

NFP RECONCILIATION

Value in EUR thousand		Pro-forma
	31/12/2021	31/12/2020
Net financial position	-9.988	-3.123	-6.865
End value of put & call options	-20.280	-6.411	-13.869
Rights of use payables	-11.358	-9.922	-1.436
Net Financial Debt	21.650	13.210	8.440
- of which period M&A investment	-16.131	-2.649	-13.482
- of which dividends	-3.831	-3.103	-728
- of which buy-back of own shares	-432	-2.795	2.363
Working Capital Financing	42.044	21.757	20.288

Results of the parent company Be S.p.A.

The Parent Company recorded Total Revenues equaling € 3.0 million (€ 3.3 million in 2020), and a net profit of € 8.2 million (€ 6.5 in 2020). Net Financial Debt equaled € 25.1 million (€ 21.8 million as of 31 December 2020).

Significant events in Q4 2021

In Q4 the Group finalized the acquisition of 51% of the share capital of Crispy Bacon S.r.l., a company with high specialisation in UX/UI design, web-mobile development and cloud infrastructure. Crispy with offices in Marostica, Milan and Tirana (Albania) generates about 60% of its revenues with the financial services industry.

The € 2.3 million consideration for 51% of the Company, corresponds to a total value of the company of €4.5M, including a positive NFP (net financial position) at Closing of €0.740M. A structure of Put&Call options with final expiry in 2028 is in place for the buyout of the remaining share capital.

Be S.p.A.

Investor Relations | Claudio Cornini | [phone] | [e-mail]

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In December the Group completed the acquisition of the remaining 10% of the share capital of FIMAS GmbH. The consideration paid for the share transfer amounts to €0.6 million.

Also in December, the Group completed the transfer of its Romania subsidiary from the Parent Company to Be Shaping The Future Management Consulting S.p.A., the Group's consulting hub, and the transfer of Iquii S.r.l. from Be Digitech Solutions to Be the Change S.r.l.

Significant events after the period

In February, with reference to the possible transaction concerning, among other things, the sale of shares representing approximately 43.209% of the capital of Be Shaping the Future S.p.A., the essential terms of which were disclosed to the market on 11 February 2022, by means of a press release by Tamburi Investment Partners S.p.A., the Board of Directors of

Be, received from Engineering Ingegneria Informatica S.p.A. (Engineering) - a leading company in the sector of technological innovation, software production, automation and information technology ecosystems, indirectly controlled by Bain Capital and NB Renaissance (Engineering) - the request to perform, in the context of the proposed Transaction, a due diligence on Be and its subsidiaries.

On February 15, 2022, Be's Board of Directors, after careful assessments of the Request with a view to a fair balance between the need to protect confidentiality of Company's information and the opportunity of all Be shareholders to liquidate their investment, resolved to grant Engineering the authorization to perform due diligence activities on the Be Group.

Business Outlook

In light of Group's 2021 results, the Company confirms the objectives defined in the 2020-2022 Business Plan. In the foreseeable macroeconomic scenario, it is reasonable to expect further growth in 2022.

With regard to the uncertainties arising from the ongoing conflict between Russia and Ukraine, it is recalled that the Be Group - through its Kiev- based subsidiary - has its own presence in Kiev through its subsidiary Be Ukraine. The company operates with branches of leading International banks, with 40 direct employees and about 1 ml/€ of turnover. At present, ordinary activities continue without interruption and there have been no interruptions in payment flows. It is not possible to define reliable scenarios of evolution. There are no significant economic impacts even in the event of a worsening of the current situation, however, due to the small size (less than 1%) of the company's contribution to the Group's consolidated figures.

Be S.p.A.

Investor Relations | Claudio Cornini | [phone] | [e-mail]

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Profit allocation for the year

The Board of Directors resolved to propose to the Shareholders' Meeting to allocate the profit of € 8,223,454.00 for the year 2021, as follows:

• € 411,172.70 to the Legal Reserve;
• € 7,812,281.30 as Profits Carried Forward.

The Board of Directors also resolved to propose to the Shareholders' Meeting to distribute gross dividends equal to € 0.03 per share (excluding the treasury shares), against Profit Carried Forward.

For the dividend, which will be made payable on May 25, 2022 - coupon detachment no. 12 on May 23, 2022 and record date May 24, 2022 - the dividend yield, calculated on the value of the last trading day in 2022 and on number of treasury shares held as at March 15, 2022, equals 1.08%.

2021 Consolidated Non-Financial Statement

The Board of Directors further approved, pursuant to Legislative Decree no. 254/2016, the Consolidated Non-Financial Statement for the year ended 31 December 2021, as distinct from the Annual Financial Report.

Pursuant to Global Reporting Initiative Sustainability Reporting Standards (GRI Standards), the Consolidated Non-Financial Statement contains a description of policies, performances and risks relating to significant issues in environmental, social and personnel matters, as well as on respect for human rights, and on the fight against active and passive corruption.

Significant 2021 Group activities include:

• the strengthening of actions initiated in 2020 to protect the health and safety of internal staff and collaborators with targeted preventive measures from Covid-19;
• the continuous growth of the workforce, which reached 2,153 FTEs, with +450 units (+26%) vs 2020 and +554 units (+35%) vs 2019, with a positive impact on employment both in Italy and other countries;
• the increase of the female component in Group's management with a 55% increase in the number of female Partners compared to 2020.

Be S.p.A.

Investor Relations | Claudio Cornini | [phone] | [e-mail]

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