Be Shaping Future S p A : finalizes the purchase of Soranus AG

INVESTORS INFORMATION

Shaping the future

INVESTORS INFORMATION 3rd August 2021 // Milan

Be Shaping The Future finalizes the purchase of 55% of SORANUS AG, a Swiss management consulting company for the Financial Industry

Be Shaping The Future S.p.A. ("Be" or "The Company"), has finalized the agreement to acquire 55% of the share capital of SORANUS AG, a management consulting company based in Zurich specialized in Financial Industry - with approximately CHF 10M in revenue.

The deal was preliminarily announced on July 2nd when the first Head of Terms was signed. Now, after the positive outcome of the due diligence, the two parties have signed the final

share purchase agreement which transfers 55% of the share capital of SORANUS AG to Be Management Consulting SpA.

"The acquisition significantly strengthens the presence of Be in the country and in the entire Central Europe - says Stefano Achermann, Group Ceo - where Be already owns eight highly- specialized companies. Overall, the total business volume in the region is expected to be in excess of € 65 M in 2021, with a total workforce of more than 550 resources."

STOCK DATA		GROUP DATA (as of 31.12.2020)		HEADQUARTER	MAIN OFFICES
Reuters code:	BEST.MI	Total Revenues (Eur mln):	178.8	Rome	Milan
Bloomberg code:	BEST.MI	EBITDA (Euro mln):	28.4		London
		EBIT (Euro mln):	14.6		Munich
SHAREHOLDERS DATA		EBT (Euro mln):	13.3		Frankfurt
No. of ordinary shares (mln):	134.9	Net Profit (Eur mln):	7.9		Madrid
Total no. of shares (mln):	134.9	Net Financial Position (Eur mln):	(3.29)		Wien
Market cap. (Eur mln):	239.9				Varsaw
Floating (%):	45.7				Bucharest
Floating (Eur mln):	109.6				Kyiv
Main Shareholder:	T.I.P.				Zurich

Be S.p.A.

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

be-tse.it | follow us on

INVESTORS INFORMATION

SORANUS AG contributes to this number with approximately 50 resources, highly

specialized in providing advisory services on digital banking, operational

excellence, risk & compliance and IT consulting. Current clients of SORANUS AG include PostFinance, Bank Julius Bär & Co., Zürcher Kantonalbank, SIX Paynet, Swiss Life, Raiffeisen Schweiz, Banque Internationale à Luxembourg, Berner Kantonalbank, Luzerner Kantonalbank, Migros Bank, Finnova.

The possibility to target these clients with a broader offering coming from Be has been identified as the main rationale for the acquisition. Added to this is the opportunity to leverage cross-selling to leading Financial Institutions operating in Switzerland, who are already among Be's clients in other countries.

Based on the signed agreement, Be has acquired 55% of the share capital of the Company for an initial price set at CHF 5.1 M against a company EBITDA of CHF 1.25 M and a positive NFP of CHF 1 M. However, the price has been only partially paid at Closing and will be finally adjusted at the end of Fiscal Year 2021 based on the average EBITDA performance achieved by the Company in 2020 and 2021. The transaction will be financed by a new line of bank credit.

The current managing directors will remain as minority shareholders and are committed to continue to drive the growth of the firm working for the company. Be will then complete the acquisition of the remaining shares through a structure of Put/Call options to be exercised over the next years.

This press release is available on the Company's website www.be-tse.it and on the centralized storage mechanism "eMarket STORAGE" at www.emarketstorage.com.

About Be

Be Group, listed on the STAR segment of Borsa Italiana, is one of the leading Italian players in the Consulting sector. The Company provides Business Consulting, Information Technology and Digital Engagement services. A combination of specialist skills, advanced proprietary technologies and a wealth of experience enable the Group to work with leading financial, insurance and industrial clients to create value and boost business growth. With over 1,400 employees and operations in Italy, United Kingdom, Germany, Austria, Switzerland, Spain, Romania, Poland and Ukraine, in 2020 the Group revenues stood at Euro 178.8 million.

Be S.p.A.

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

be-tse.it | follow us on