DIGITAL360 closes two new acquisitions in the Iberia Peninsula: Omnitel Comunicaciones and Adjudicacionestic

PRESS RELEASE

DIGITAL360 CLOSES TWO NEW ACQUISITIONS IN THE IBERIAN

PENINSULA: OMNITEL COMUNICACIONES AND ADJUDICACIONESTIC

Milan, May 19, 2023 - DIGITAL360 S.p.A., Benefit Company, an innovative SME listed on the Euronext Growth Milan market, announces that it has signed a binding agreement through its Spanish subsidiary Digital360 Iberia S.L. (wholly owned), as part of a unitary transaction, resulting in the acquisition of a 51% stake in the company Omnitel Comunicaciones S.L. (Omnitel) and 55% of the company AdjudicacionesTic, S.L, both headquartered in Madrid. Furthermore, there is possibility of gaining remaining shares in 2026, with the approval of the financial statements for the year 2025. For both transactions, the final closing is expected by 10 September 2023.

Omnitel (together with its Portuguese subsidiary Omniprotic Portugal) is a leading agency providing a wide range of marketing and sales support services for major technology companies operating in Spain and Portugal. Its services range from the management of digital marketing campaigns to the organisation of events, from the management of marketing funds for companies to the management of outsourced activities for large global technology vendors. With a history of more than 25 years, it has a multidisciplinary team of highly specialised resources present in Madrid, Barcelona and Lisbon.

AdjudicacionesTic offers a business intelligence service, based on a proprietary platform, for the management of tenders for services and technology solutions of public administrations in Spain and Portugal. The service is offered on a subscription basis to more than 400 clients in the technology sector and is complemented by data analysis and consultancy services.

Omnitel, also consolidating the figures of its subsidiary Omniprotic, closed its 2022 financial statements with a turnover of EUR 19.3 million, approximately EUR 1 million EBITDA and a net financial position in credit of EUR 0.2 million. AdjudicacionesTic closed its 2022 financial statements with a turnover of EUR 0.9 million, EBITDA of EUR 0.35 million and a net financial position in credit of EUR 0.35 million.

The agreement for Omnitel provides, among other stipulations, that the current selling shareholders will be able to designate two of the five board members, confirming as of now the position of CEO to Messrs. Josè Quero and Javier Molinos, already General Managers of the company and sellers of 51% of the shares. This does not alter current management, according to an efficient and consolidated scheme in DIGITAL360's acquisitions, which facilitates integration and synergies with the Group of which the company becomes part.

Similarly, the agreement for AdjudicacionesTic stipulates that the current selling shareholders will be able to appoint two of the five board members, confirming as of now the position of CEO to Mr. Luis Santamaría, former General Manager of the company and seller of 7% of the shares.

The agreed price for the acquisition of 51% of Omnitel's shares is EUR 7.7 million (in addition to the pro-rata share of the NFP at closing), of which 70% will be paid at the time of purchase and the remaining 30% in the year 2024, depending on profitability of the company for the year 2023.

The agreed price for the acquisition of 55% of AdjustacionesTic's shares is EUR 2.6 million (in addition to the pro-rata NFP at the closing), of which 70% will be paid at the time of purchase, and again the remaining 30% will be paid in the year 2024, upon the occurrence of certain profitability results of the company for 2023.

As established with the Acquisition, each of the sellers undertook not to engage, even indirectly, in any activities in competition with those carried out by the Company for a period of three years from the first closing.

Following the approval of the 2025 financial statements of both companies, DIGITAL360 and the selling shareholders, reserved cross put and call options on the remaining shares of 49% (Omnitel) and 45% (AdjudicacionesTic).

Third-party funds will be used to finance the acquisitions, the contracts for which are currently at an advanced stage of conclusion.

As stated by DIGITAL360 President Andrea Rangone: "With the acquisition of Omnitel and AdjudicacionesTic, our presence in the Iberian Peninsula acquires an important dimension, will allow us to better seize the many opportunities that exist in the rapidly expanding and still very fragmented Iberian technology market".

"As of today, our presence in Spain and Portugal is greatly strengthened with the entry into the Group of an exceptional team of co-entrepreneurs, Jose Quero, Javier Molinos and Luis Santamaría, who over the years have been able to create companies that are well positioned in the market with services of the highest quality," says Tommaso Prennushi, CEO of Digital360 Iberia. "This is why we are aiming for strong growth in the coming years, both in terms of developing the existing business and launching new digital services. Furthermore, with AdjudicacionesTic, the Group consolidates its position at an international level in the public administration sector with a digital subscription service of great value for technology companies".

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This press release is available on the Company's website at www.digital360.it.

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DIGITAL360

DIGITAL360, a Benefit Company and innovative SME listed on the Euronext Growth Milan market, aims to accompany companies and public administrations in understanding and implementing digital transformation and to encourage them to meet the best technology suppliers. DIGITAL360 pursues this objective through two business units: one, called "Demand Generation" supports technology companies (vendors, software houses, system integrators, start-ups, etc.) iǹ communication activities, storytelling, event management and generation of business opportunities̀; the other, called "Advisory & Coaching" is aimed at all companies and public administrations wishing to undertake any digital transformation path. NetworkDIGITAL360, transversal to both Business Units, is the largest network of online publications dedicated to all topics of Digital Innovation. DIGITAL360 integrates a multidisciplinary and multicultural mix of professionalism̀ and skills thanks to analysts, journalists, consultants and experts in the digital world, united by a great passion and mission: digital innovation as an engine for the growth and modernisation of our country. For further information: www.digital360.it.

Contact

Investor relations

Andrea Rangone

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DIGITAL360 Press Office: d'I Comunicazione

Piero Orlando

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Euronext Growth Advisor

CFO SIM S.p.A.

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This press release is for information purposes only and does not constitute an offer to the public or an invitation to subscribe for or purchase any securities in Italy or in any other country in which such offer or solicitation would be subject to restrictions or authorisation by local authorities or otherwise prohibited by law. This press release may not be published, distributed or broadcast in the United States, Canada, Australia or Japan. The shares mentioned in this press release may not be offered or sold in Italy, the United States or any other jurisdiction without registration under applicable provisions or an exemption from registration under applicable provisions. The shares referred to in this press release have not been and will not be registered under the US Securities Act of 1933 or under applicable provisions in Italy, Australia, Canada, Japan or any other jurisdiction. There will be no public offering of the Company's shares in Italy, the United States, Australia, Canada or Japan or elsewhere.