Digital360 S p A : The Shareholders’ meeting approves the 2022 Financial Statements, appoints the new Board of Directors anche the new Board of Statutory Auditors

PRESS RELEASE

THE SHAREHOLDERS' MEETING APPROVES THE 2022 FINANCIAL STATEMENTS, APPOINTS THE NEW BOARD OF DIRECTORS AND THE NEW BOARD OF STATUTORY AUDITORS

AGENDA

Ordinary part

1. Scrutiny and approval of the financial statements as at 31 December 2022, accompanied by the management report, the report of the Board of Statutory Auditors and the independent auditors; allocation of the result for the year; presentation of the consolidated financial statements for the year ending 31 December 2022; related and consequent resolutions;
2. Appointment as statutory auditor for the period 2023, 2024 and 2025 and determination of the fee pursuant to Legislative Decree No. 39/2010; related and consequent resolutions;
3. Appointment of the Board of Directors:
4. 1. determination of the number of members of the Board of Directors;
   2. determination of the term of office of the Board of Directors;
   3. appointment of the members of the Board of Directors;
   4. appointment of the Chairman of the Board of Directors;
   5. 3.5. determination of the remuneration of the members of the Board of Directors;
5. Appointment of the Board of Statutory Auditors:
6. 1. appointment of the members of the Board of Statutory Auditors; appointment of the Chairman of the Board of Statutory Auditors;
   2. determination of the remuneration of the members of the Board of Statutory Auditors.

Milan, 27 April 2023 - DIGITAL360 S.p.A., Benefit Company, an innovative SME listed on the Euronext Growth Milan market, hereby announces that the Shareholders' Meeting today approved the financial statements as at 31 December 2022 as proposed by the Board of Directors on 30 March 2023. The Shareholders' Meeting also resolved to allocate the net profit for the year 2022, amounting to EUR 868,279 as follows: (i) to the legal reserve for 5%, amounting to €43,414; (ii) to retained earnings for the remaining amount, amounting to €824,865.

For any further information on the company's financial figures, please refer to the press release of 30 March 2023 published on the company's website, Investor Relations section.

During today's meeting, in addition to the annual financial statements of DIGITAL360 S.p.A., the Group's consolidated financial statements as at 31 December 2022, which had already been approved by the Board of Directors on 30 March 2023, were also presented.

The Financial Statements approved by the Shareholders' Meeting, containing the Financial Statements as at 31 December 2022 accompanied by the Report of the Board of Statutory Auditors and the reports of the Independent Auditors, are available on the website at (www.digital360.it) within the Investor Relations section.

Please be informed that the minutes of the Shareholders' Meeting will be made available to the public in the manner and within the timeframe stipulated by the regulations in force.

With regard to the second item on the Agenda, on the occasion of the Shareholders' Meeting to approve the financial statements as at 31 December 2022, the three-year mandate of the auditing firm BDO S.p.A., appointed by the Shareholders' Meeting on 30 April 2020, expired for the financial years 2020, 2021 and 2022. The Shareholders' Meeting resolved to renew the mandate to the same auditing firm BDO Italia S.p.A. for the financial years 2023-2025.

Regarding the third item on the Agenda, with the approval of the financial statements as of 31 December 2022, the 7-member Board of Directors of the Company appointed at the Shareholders' Meeting of 29 April 2020 expired. In this regard, the Shareholders' Meeting resolved to reduce the number of members of the Board of Directors from 7 to 5 members, identified from the only list presented by the shareholder Andrea Rangone, who holds a 19.6% stake in the Company's share capital, by appointing the following members:

1. Andrea Rangone
2. Gabriele Faggioli
3. John Crostarosa (*)
4. Maria Grazia Bruschi
5. Raffaello Balocco

1. Person who has declared that he/she meets the requirements of independence in accordance with the Company's Articles of Association and the applicable legal and regulatory provisions and has been positively evaluated by Euronext Growth Advisor.

Andrea Rangone was appointed Chairman of the Board of Directors.

The board of directors will remain in office for three years, until the approval of the 2025 financial statements. The gross annual remuneration of the directors has been set at a maximum of Euro 341,000 to be divided

among the members of the board of directors and does not include any variable emolument to be paid to the directors.

Regarding the fourth item on the Agenda, with the approval of the financial statements as at 31 December 2022, the term of office of the Company's Board of Statutory Auditors, appointed on 30 April 2020, expires. The Shareholders' Meeting resolved to renew the current Board of Statutory Auditors, appointing the following Statutory Auditors for the three-year period 2023-2025 and therefore until the approval of the 2025 financial statements, identifying them from the only list submitted by the shareholder Andrea Rangone, who holds a 19.6% stake in the Company's share capital.

1. Marco Giuseppe Zanobio
2. Vincenzo Marzuillo
3. Carlo Pagliughi

The list of candidates for the position of alternate auditor is composed as follows:

1. Giuseppina Manzo
2. Antonella Pirovano

The Shareholders' Meeting appointed Marco Giuseppe Zanobio as Chairman of the Board of Statutory Auditors. The Shareholders' Meeting also resolved to grant the members of the Board of Statutory Auditors, for the entire duration of their office, a fee of Euro 14,000 for the Chairman and Euro 10,000 for each Standing Auditor.

It is also announced that, as of today, Andrea Rangone takes over as the company's Investor Relator.

***

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

***

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

Email: [e-mail]

Tel: [phone]

DIGITAL360 Press Office: d'I Comunicazione

Piero Orlando

Email: [e-mail]

Tel: [phone]

Euronext Growth Advisor

CFO SIM S.p.A.

Email: [e-mail]

Tel: [phone]

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.