Cyberoo S p A : 2024/03/27 Cyberoo – B.o.D. approves FY2023 Consolidated Results

PRESS RELEASE

CYBEROO: THE BOARD OF DIRECTORS APPROVES FY2023

CONSOLIDATED RESULTS

Cyber Security revenues +40.6%, with EBITDA margin at 42.2%

Rapid, sharp organic growth continues in production value and sales revenues, well beyond market growth values.

EBITDA and net income also up sharply.

• • Value of Production: €22 million (+25.4% compared to €17.6 million in

  2022)

• • Total revenues: €20 million (+28.7% compared to €15.6 million in 2022)

• • Cyber Security revenues: €15.5 million (+40.6% compared to €11 million in

  2022)

• • NFP (cash): -€3.9 million (+103.5% compared to -1.9 in 2022)

• • EBITDA: €9.3 million (+37.8% compared to €6.7 million in 2022)

• • EBITDA margin: 42.2% compared to 38.3% in 2022

• • Operating profit: €3.9 million (+42% compared to €2.8 million in 2022)

CONFERENCE CALL expected on March 28th at 11:30 am (CET).

More details on the last page of the press release.

Reggio Emilia, March 27, 2024 - Cyberoo S.p.A. ("Company" or "Cyberoo"), an innovative SME listed on the EGM (Euronext Growth Milan) market, specialized in cyber security for companies, announces that today the Board of Directors of the company examined and approved the consolidated annual report for the period ended December 31, 2023.

Fabio Leonardi, CEO of Cyberoo, commented:

"The FY23 financial statements confirm the quality of our path, with sound results demonstrating strong growth.

Business results were driven by cybersecurity revenues, which grew by 40%, an increase well above the +12% recorded by the market, with an EBITDA margin of 42.2%.

The year 2023 was full of initiatives and activities and, despite the complex economic environment, the business generated results that met expectations, affirming the company's strategic choices, and consolidating our leadership in the market. Today, Cyberoo is capable of promptly responding to different cybersecurity needs, guiding, and accompanying businesses on a virtuous path of cyber resilience.

Thanks to our technological and service capabilities, Cyberoo also earned recognition as a Gartner Representative Vendor partner in the Market Guide and two other industry reports in 2023.

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The inclusion of Cyberoo as the only Italian company in Gartner's "Market Guide for Managed Detection & Response Services 2023" and as a Trusted Introducer in the CERT network increasingly recognizes us as a central player in cybersecurity both in Italy and abroad.

In 2023, we acquired 100% of Cyber Division, now Cyberoo Docetz, thus making it possible to support the MDR service with unique Incident Response and consulting expertise in the industry. The period also saw the expansion of the i-SOCs, with the opening of a further tier in Warsaw.

The investment in Poland has also been satisfying due to the skills contributed as well as for the provision of the service, but also on the commercial front, thanks to the first partnership agreements and the first customer that has entered into a contract.

With a growing awareness of our role as a major player in the market, we are preparing for an extremely positive year once again in 2024. Both in 2023 and in this first quarter of 2024, we have in fact continued to invest, with a proactive spirit and the team philosophy that makes us stand out, and to expand our sales and support staff in Italy, with the awareness of having created a unique team in our sector, and in Poland, where the sales force will have the duty of building and consolidating the new network of Polish partners, to build a presence comparable to that present today in the Italian market.

Investments are also aimed at launching a new service and extraordinary technological evolutions of existing services, which also use the generative AI developed thanks to the skills of our developers, which we will announce at our Black Club Partner Conference in May in Milano Marittima.

Despite the uncertain context and international geopolitical tensions, cybersecurity remains an essential investment for companies, indeed it is today more than ever, as the European Union has issued important directives on the matter.

Thanks to what has been done to date, its strong characterization and the investments made, Cyberoo is increasingly recognized in its role as a key player in the cyber security landscape, among the most innovative in the European market, and is ready, increasingly so, to meet market demand, both in Italy and on the European commercial front.

We expect our journey to continue along its bright path in the near future."

Main consolidated results as of December 31, 2023

The business was very positive throughout 2023 and, as in previous years, focused mainly in the second part of the year. Demand for cybersecurity services once again grew significantly compared to previous years, both due to increasing awareness on the part of companies and their emerging ability to build more effective problem-solving strategies. Interest in our MDR solutions has been high on the whole. However, it also had to contend with the uncertain climate that has partially affected the investment capacity of companies, which have also been adversely affected by high interest rates.

The opening of the new office in Poland and the associated investments, which partially limited the strong growth in EBITDA, represent an important step in Cyberoo's international expansion. It is a business area distinguished by a high level of cybersecurity awareness and understanding and market size, providing a broad base of potential customers who are aware of the risks they face and the importance of taking effective protective measures. These are two aspects that contribute to the development of the new SOC, which is responsible for promptly responding to cyber threats and ensuring security.

During the period, Cyberoo generated cash, but the costs and new investments mentioned above to bring the solutions increasingly up to an enterprise level and open new service lines had an effect on the NFP, although it still posted very positive performance. The main investments concerned the mobile application for customer/SOC interactions and the management of Cypeer alarms, the mobile application for calling Incident Response and the development of new CSI features and the V-NOC project.

To maximize investment effectiveness, both specialized resources from within the company and external resources, in any event belonging to the group, were involved in the development of the new service and the evolution of the features of existing solutions. The company also continued to invest significantly to support growth in Southern Italy and, as mentioned above, in Poland. In southern Italy, it expanded and strengthened its team with the goal of boosting local awareness of cybersecurity. The investment in the Polish market aims to meet growing market demand and more generally strengthen Cyberoo's presence in Northern Europe. At the end of 2023, this investment had already generated significant results, such as the first three partnership agreements and the first contract with a Polish client.

In May Cyberoo launched its new website, which soon after earned Honorable Mention at the Awwwards (the prestigious international award for web design and user experience) for its creativity and innovation. In addition to being a high-quality showcase for the services offered, the website was updated to include the Black Button, a tool designed to further simplify and speed up contact between Cyberoo and potential clients, who can now request assistance quickly 24/7 in the event of a cyber-attack.

In November 2023, the company announced that it had launched CYBShield, an application for mobile devices, designed for Cyberoo clients and aimed at detecting the security interventions and critical issues identified across the entire IT ecosystem.

The consolidated financial statements have been prepared on the basis of the separate financial statements for the year ended December 31, 2023, of Cyberoo S.p.A., Cyberoo51 S.r.l., MFD International S.r.l., and Cyber Division S.r.l. (now Cyberoo Docetz S.r.l), all of which are consolidated companies of the Cyberoo Group.

Total revenues amounted to €20.00 million, up 28.70% compared to €15.55 million in 2022. Particularly worthy of note is the growth of the Cyber Security & Device Security business area, which saw an increase in recurring fees, all thanks to the acquisition of important new customers.

To date, the Cyber Security & Device Security and Managed Services business areas account for 99% of overall revenues, in line with the strategy of focusing on high-margin activities and pricing based on recurring revenues.

Below is a breakdown of revenues by business line highlighting the growth of Cyber Security and Managed Services:

Breakdown of Revenues

31/12/2023

31/12/2022

Cyber Security & Device Security	15.479.017	11.012.663
Managed Services	4.369.347	4.362.932
Digital Transformation	165.162	178.557
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Total

20.013.526

15.554.152

Value of production amounted to €22.00 million, +25.40% compared to the €17.60 million of 2022, and includes increases in non-current assets for internal work in the amount of €1.73 million.

EBITDA was €9.28 million, with an EBITDA margin of greater than 42.15% (38.35% in 2022).

In € millions

31/12/2023

31/12/2022

Value of Production	22.017.236	17.563.176
EBITDA	9.280.466	6.735.432
Margin %	42,15%	38,35%

Earnings before taxes of €5.68 million represents growth of 38.47% on the €4.10 million of 2022.

The net profit of €3.96 million, a margin on total revenues of 19.80%, is an increase of 42.04% over 2022.

Income Statement

31/12/2023

31/12/2022

Revenues from sales and services

20.013.526 15.554.152

Increases in non-current assets for internal work Other revenues and income

1.732.500 1.733.756

271.209

275.268

Value of Production

22.017.236 17.563.176

Raw materials, subsidiary materials, consumables, and goods

5.004.296 3.812.124

Services

1.624.812 2.025.766

Rental, lease and hire costs Personnel costs

316.022 5.596.319

338.781 4.589.142

Changes in inventories of raw materials, subsidiary materials, and goods

-

80.101

- 171.211

Other operating costs Cost of Production EBITDA

275.421 233.143

12.736.769 10.827.744

9.280.466 6.735.432

Amortization, depreciation, and write-downs EBIT

3.204.084 2.389.809

6.076.383 4.345.623

Financial income and expenses Adjustments to financial assets Earnings before Taxes

-396.411 --243.628 -

5.679.971 4.101.994

Income taxes

1.716.523 1.311.687

Consolidated profit (loss) for the period Profit (loss) pertaining to minority interests Attributable to the group

3.963.448 2.790.307

- 3.963.448

2.367 2.787.941

Net non-current assets on December 31, 2023, totaled €11.38 million, increasing by 13.66% over the previous year due mainly to the increase in intangible assets as a result ofsignificant investment during the year in software technology and in research and development. Patents and intellectual property totaled €5.16 million (€2.47 million in 2022), which represents software (registered with the Italian copyright agency SIAE) aimed at enhancing our offering of products and services. Of particular note are the projects Open-Source Intelligence (OSINT), CYPEER, and DATA MINING - PROJECT "TITAAN". Assets in progress and advances total €2.98 million (€4.04 million in 2022) and are attributable to capitalized costs for the design and development of the OSINT, TITAAN and CYPEER software.

Net working capital went from €3.45 million on December 31, 2022, to €5.83 million on December 31, 2023, mainly as a result of the increase in trade receivables related to the increase in turnover from important new customers.

Our net cash position of €3.85 million is an improvement of roughly €1.65 million from the net debt position of 2022 (€1.89 million).

Balance Sheet

31/12/2023

31/12/2022

Intangible Assets	9.591.867	8.431.865
Property, plant & equipment	1.765.462	1.559.745
Non-current Financial Assets	27.268	24.665
Net Non-current Assets	11.384.596	10.016.275
Trade Receivables	13.141.812	10.378.465
Trade Payables	-	2.870.877	4.095.284
Other current assets	1.808.964	1.808.550
Other current liabilities	-	6.245.276	4.637.339
Net working capital	5.834.623	3.454.392
Provisions for risks and charges	59.951	24.623
Employee severance indemnities	-	597.056	438.098
Other non-current receivables and payables	100.759	143.448
Non-current assets and liabilities	556.247	319.272
Net invested capital	16.662.972	13.151.395
Share capital	1.035.432	998.401
Reserves	15.495.794	11.180.972
Cash-flow hedge reserve	19.467	57.260
Profit (Loss) carried forward	-	-
Profit (Loss) for the period	3.963.448	2.787.941
Total consolidated equity	20.514.141	15.024.574
Shareholders' equity attributable to minority interests	-	19.690
Total Shareholders' Equity	20.514.141
Cash and cash equivalents	-	9.460.637
Financial payables	5.425.936
Securities	-
Non-current trade and other payables	183.531
Net Financial Position	3.851.170
Borrowings	16.662.971

-

--

- -

-

-

15.044.263 - 4.448.757 2.364.779 - 191.110

-

-

1.892.867 13.131.706

NET FINANCIAL POSITION

31/12/2023

31/12/2022

9.459.343 1.293 -

• A Cash and cash equivalents

• B Equivalents to liquid assets

• C Other current financial assets

4.447.224 1.532 -

DLiquidity (A + B + C)

9.460.637 4.448.757

• E Current financial debt

• F Current portion of non-current financial debt

1.522.942 1.157.952

-

-

GCurrent financial debt (E + F)

1.522.942

1.157.952

H Net current financial debt (G - D)

- 7.937.695 - 3.290.805

INon-current financial debt (excluding current portion and debt instruments)

J

Debt instruments

K Non-current trade and other payables

3.902.994

1.206.827

- 183.531

- 191.110

LNon-current financial debt (I + J + K)

4.086.525

1.397.937

M Total financial debt (H + L)

- 3.851.170

INDIRECT CASH FLOW STATEMENT

- 1.892.867

Statement of cash flows, indirect method

A) Cash flows from operations (indirect method)

Profit/(loss) for the year

Income taxes

Interest expense/(income)

(Dividends)

(Gains)/Losses from disposals

1) Profit/(loss) for the year before income taxes, interest, dividends and gains/losses from disposal

Adjustments for non-monetary elements with no corresponding entry in net working capital

Allocations to provisions Depreciation and amortization Write-downs for impairment losses

3.963.448 1.716.523 396.411

2.790.307

1.311.687

243.628

0

20.011 6.096.393 3.204.084

-20.741

4.324.882 2.389.809

71.131 3.132.953

51.971 2.337.837

Value adjustments to financial assets and liabilities of derivative financial instruments that do not involve monetary transactions Other increases/(decreases) for non-monetary elements Total adjustments for non-monetary elements with no contra- entry in net working capital 2) Cash flows before changes in net working capital Changes in net working capital Decrease/(Increase) in inventories Decrease/(Increase) in trade receivables Increase/(Decrease) in trade payables Decrease/(Increase) in accrued income and deferred charges Increase/(Decrease) in accrued liabilities and deferred income Other decreases/(Other increases) in net working capital Total changes in net working capital 3) Cash flows after changes in net working capital Other adjustments Interest received/(paid) (Income taxes paid) Dividends received (Use of provisions) Other collections/(payments) Total other adjustments	6.714.691 -374.577 -171.211 -3.971.380 2.151.936 -120.239 741.913 994.404 6.340.113 -243.628 -1.311.687 0 0 0 -1.555.316
Cash flows from operations (A)	4.855.490	4.784.798
B) Cash flows from investing activities Property, plant & equipment (Investments) Divestments Intangible assets (Investments) Divestments Non-current financial assets (Investments) Divestments Current financial assets (Investments) Divestments (Acquisition of subsidiaries, net of cash and cash equivalents) Sale of subsidiaries, net of cash and cash equivalents	-895.246 323.088 -3.758.496 0 -2.603 -13.069	-836.468 350.218 -2.497.028 0 137.719 989.285
Cash flows from investing activities (B)	-4.346.326	-1.856.274
C) Cash flows from financing activities Debt Increase/(Decrease) in short-term bank payables	281.291
Obtainment of loans (Reimbursement of loans) Equity Paid capital increase (Repayment of capital) Sale/(Purchase) of treasury shares (Dividends and advances on paid dividends)	150.000 -553.489 385.156 0 -349.896 0
Cash flows from financing activities (C)	4.502.714	-86.938
Increase (decrease) in cash and cash equivalents (A ± B ± C) Exchange rate effect on cash and cash equivalents Cash and cash equivalents at start of year Bank and post office accounts Checks Cash and cash equivalents on hand Total cash and cash equivalents at the start of the year Of which not freely usable Cash and cash equivalents at year-end Bank and post office accounts Checks Cash and cash equivalents on hand	5.011.879 0 4.447.224 1.532 4.448.757 0 9.460.637 9.459.343 0 1.293	2.841.586 0 1.606.407 0 764 1.607.171 0 4.448.757 4.447.224 0 1.532
Total cash and cash equivalents at year-end	9.460.636	4.448.757

Main significant events during 2023

On January 17, 2023, Cyberoo S.p.A. acquired the remaining 49% stake in Cyber Division S.r.l., a company specialized in vulnerability assessment, penetration testing, ethical hacking, and incident response, following the acquisition of a 51% interest on July 27, 2021. At the same time as the acquisition, the company was renamed Cyberoo Docetz S.r.l. and was organized into various business units, the first of which is specialized in incident response and consulting to help define incident response plans that can handle multiple incidents at the same time.

This unit will be joined by Cyber Security & Risk Assessment, which supports the group's network of resellers and businesses that already have Cyberoo MDR, to optimize use of the solution and further reduce any residual risk of cyber-attack, thereby continuing to improve cyber security.

Cyberoo Docetz S.r.l. also has a third business unit dedicated to compliance and specialized in consulting in all issues related to the need for ISO 27001 certified protection systems, which is increasingly important in the marketplace, and which can result in important new opportunities for growth, backed by the capabilities Cyberoo has developed in this specific field.

On February 14, 2023, Gartner Inc., a multinational leader in IT research and advisory services, included Cyberoo in their Market Guide for Managed Detection & Response Services 2023, the most authoritative international guide on advanced cyber security services, naming Cyberoo as a global representative vendor. In addition to the U.S.

companies named, the 2023 Market Guide includes just 12 companies in Europe, including Cyberoo.

On April 6, 2023, the board of directors of Cyberoo S.p.A. approved submission to the extraordinary shareholders' meeting of the proposal for a 2-to-1 stock split.

The operation was approved on April 27 by the extraordinary shareholders' meeting and became effective on May 29, 2023.

The stock split resulted in a reduction in the nominal value of each share but had no effect on the company's share capital or the characteristics of the shares.

The proposed 2-to-1 split was carried out taking into consideration the market value of the stock with an eye on facilitating the trading of the stock itself, fostering greater stock liquidity and thereby rendering it more appealing to a wider range of investors.

The approval of the split also resulted in a change in the regulations of the 2019-2023 Cyberoo warrants.

Following the establishment at the end of 2022 of the wholly-owned subsidiary Cyberoo PL (Poland) and a short period of recruitment and training activities, Cyberoo inaugurates its new headquarters in Poland on 12 May 2023. This is another major i-SOC (Security Operation Center), this one based in Warsaw, where Cyberoo conducts second-level i-SOC operations with a large group of cyber specialists engaged in supporting the Group's H24 operational structure.

With the start of the Polish operations, Cyberoo's i-SOC has been reinforced and will consist of three tiers. In addition to the so-called level 0 based on innovative artificial intelligence, there will in fact be a 1st level with cyber security analysts in Ternopil in Ukraine, a 2nd tier (the one in Warsaw) with cyber security specialists, and a 3rd with expert cyber security specialists in Italy.

The new scalable model will guarantee further improvements in the service offered to customers and will make it possible for Cyberoo to best support the continued growth of customers who are increasingly relying on Cyberoo's MDR (Managed Detection and Response) services.

On May 22, 2023, Cyberoo approved its first Sustainability Report. The document, which covers fiscal year 2022, was prepared on a voluntary basis based on a selection of the international "GRI Sustainability Reporting Standards - 2021," according to the "Referenced" reporting option, and represents another important step for Cyberoo on its Corporate Social Responsibility journey.

On May 31, 2023, Cyberoo entered into a partnership with BNP Paribas Leasing Solutions for the operating lease and financing of CSI (Cyber Security Intelligence) and Cypeer, Cyberoo's own top advanced cyber security solutions. The option of using operating leases and financing will be especially helpful to small and medium-sized enterprises so they can gain access to medium-term advanced cyber security solutions at a price locked in for three years with monthly or quarterly fee payments. The new solution implemented in collaboration with BNP Paribas Leasing Solutions thus addresses the need for companies to be able to effectively pay for cybersecurity services in installments in order to ensure multiple years of coverage.

On June 29, 2023, Cyberoo announced that it joined the CERT circuit (Computer Emergency Response Team) of the Trusted Introducer, the industry's leading international reference. The entry into the network of CERTs recognized by Trusted Introducer took place upon completion of a rigorous process during which Cyberoo achieved the goals of the "SIM3 (Security Incident Management Maturity Model)" framework dedicated to Listed Organizations. As a CERT, important new opportunities also open up for Cyberoo both withrespect to broadening its visibility to companies in need of cyber security advice and support, but above all collaboration with other international players to exchange information useful for defining best practices aimed at countering new cyber threats to national and international security. The accreditation earned is contingent on meeting specific requirements such as having a 24-hour operation of the Security Operations Center (SOC) and having demonstrable experience in incident management and infrastructure security posture.

On August 3, 2023, Cyberoo was named "Example MDR Provider" in two Gartner studies entitled: Emerging Tech: Security - Leverage Emerging MDR Trends to Grow Your Security Service Revenue and Emerging Tech: Security - Adoption Growth Insights for Managed

Detection and Response. In the first report, the company is named among the MDR service providers that reduce false positives, validate pre-breach security and offer extended coverage to the customer. In the second report, Gartner presents insights and data relating to growth in the adoption of MDR services.

On October 16, 2023, Cyberoo announced the closure of the Fourth and last Exercise Period of the "2019-2023 Cyberoo Warrants" ISIN Code IT0005546103, between October 2, 2023, and October 16, 2023, inclusive. During this period, 740,632 Warrants were exercised and therefore subscribed, at a price of €1.04 per Converted Share, in the ratio of 2 (two)

Converted Shares for every 1 (one) Warrant held, 1,481,264 ordinary shares for a total value of €1,540,514.56.

On October 27, 2023, Cyberoo announced the new composition of its share capital following the issue of 1,481,264 Cyberoo S.p.A. ordinary shares following the exercise of

740,463 Warrants during the Fourth and final "2019 - 2023 Cyberoo Warrants" Exercise Period.

On November 7, 2023, the company announced that it had launched CYBShield, an application for mobile devices, designed for Cyberoo clients and aimed at detecting the security interventions and critical issues identified across the entire IT ecosystem. CYBShield provides a timely report on all activities carried out by Cyberoo systems on the customer's infrastructure, highlighting any problems, especially of high or critical importance, with extreme speed in real time.

On November 29, 2023, Cyberoo announced that it had released a new update for "Global Watcher", the alert collection and notification system already present in Cypeer and CSI

(Cyber Security Intelligence), two of the proprietary technological solutions aimed at managing corporate cyber security. The new Global Watcher includes significant user interface improvements.

On December 7, 2023, Cyberoo announced that it has approved the authorization for the purchase and disposal of treasury shares for the following purposes:

1) retention for subsequent uses, including: as consideration in extraordinary transactions with other parties, including the exchange or sale of shareholdings to be carried out by exchange, contribution, or other act of disposal and/or use, or their use for bonds convertible into shares of the Company or bonds with warrants or for any warrants;

2) to intervene directly or through intermediaries to limit anomalous swings in prices and/or to regularize trading and prices, in the face of any distorting phenomena relating to excess volatility or low trading liquidity, in any case without prejudice to compliance with provisions in force;

3) use within the context of future compensation and incentive plans based on financial instruments for directors and employees of the Company, both by granting free call

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