Digital360 S p A : goes to Latam. Binding agreement signed for the majority of the shares of the company EMPRENDIMIENTOS AEREOS S.R.L. (“XONA”)

Press release

DIGITAL360 goes to Latam. Binding agreement signed for the majority of the shares of the company EMPRENDIMIENTOS AEREOS S.R.L. ("XONA")

Milan, 25 January 2022 - DIGITAL360 S.p.A. an innovative SME listed on Euronext Growth Milan, announces that it has signed a binding agreement for the acquisition of a 51% stake in EMPRENDIMIENTOS AEREOS S.R.L. ("XONA").

XONA is a marketing agency based in Buenos Aires with a specific focus on the tech market. Their specialized skills, distinctive creativity and strong positioning in the LATAM market qualify the company to work with some of the main companies in the area (including some important vendors in the world of Information & Communication Technology), providing services ranging from communication to the organization of events (both in presence and digital), from content strategy to PR activities.

With this first acquisition, DIGITAL360 enters a huge market with great potential for development, that of LATAM, characterized by multiple factors of interest to the Group: a similarity of the local digital market with the Italian one (on the one hand a delay in the digitization of companies and public administrations and a presence of many SMEs, on the other hand the central role on the market of the same technological Vendors); a strong expected growth of digitization, thanks to the cultural impulse deriving from the pandemic and the arrival of substantial public funds for the relaunch of the economy; a favorable competitive context, very fragmented and lacking operators with significant market shares; multiple countries sharing the Spanish language, thus allowing the creation of a single shared team and platform.

The acquisition of XONA launches an ambitious path of international expansion to replicate the development model already successfully experimented by DIGITAL360 in Italy. This is based both on significant organic growth and on the acquisition and integration of numerous businesses, with the final objective of consolidating highly fragmented markets.

This ambitious international expansion project is founded on the Group's strength from this experience and aggregative capacity demonstrated with significant investments in technical platforms used in other countries.

XONA, whose financial statements close on 31 March each year, recorded revenues of approximately USD 1.3 million in the last financial year with an EBITDA of approximately USD million0,1.

XONA's activities, despite the continuing pandemic, are progressing positively during 2022.

Per the agreement, 51% of the shares will be sold for a consideration of EUR 395,000, payable in cash at the time of closing.

This agreement between the parties, among others, foresees current selling shareholders, Mr. Simone Battiferri and Mr. Fabricio Riccitelli, will be able to designate one of the three directors, and, with the current management situation, Mr. Fabricio Riccitelli has been appointed as director of XONA and will continue to perform his role as CEO for at least 3 years from the acquisition.

The agreement also provides the possibility for both parties to exercise options (Call) for the purchase of the remaining 49% (in favour of DIGITAL360) or 51% (in favour of the current selling shareholders) of XONA, starting from the approval of the financial statements for the year ending 31/202035. Until the expiry date for the exercise of the options, a lock-up commitment has been agreed for the Sellers on the shares still held after the closing.

Finally, there is an early call option by DIGITAL360, which can be exercised before the scheduled expiry date of 31 March 2025, should XONA's EBITDA exceed a certain agreed threshold value in a previous financial year.

In the event that the option to pay the remaining 49% is exercised, DIGITAL360 has reserved the right to pay half of the price through the allocation of ordinary shares.

"I am very pleased with this operation - says Raffaello Balocco, CEO of DIGITAL360 -, which starts an important path of international expansion of the Group, with which we intend to replicate in an area of great market perspective the successful model already tested in Italy. XONA is a wonderful agency, dynamic and competent, led by an experienced entrepreneur, Fabricio Riccitelli, with a culture very similar to ours. We have been working with XONA on the local market for more than a year now and we have been able to see for ourselves not only the great skills of the company but also the many synergies with the whole Group".

"For over 20 years in XONA we have been strategic partners to our clients, designing marketing and communication experiences that add value to their brands and contribute to the achievement of their business goals - says Fabricio Riccitelli, CEO and Founder of XONA -. We are thrilled to join the DIGITAL group360: together we will be able to generate significant synergies on the portfolio of services offered and reach new markets, in order to seize more effectively the many opportunities for expansion that the region offers".

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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 company listed on the Euronext Growth Milan Market of the Italian Stock Exchange, has the objective of accompanying companies and public administrations in the understanding and implementation of digital transformation, and encouraging them to meet the best technological suppliers. DIGITAL360 pursues this objective through two business units: one, called "Demand Generation" supports technology companies (vendors, software houses, system integrators, startups, etc.) in communication, storytelling, event management, and generating business opportunities. The other, called "Advisory & Coaching" is aimed at all companies and public administrations that want to undertake any kind of digital transformation. 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 modernization of our country. For further information: www.digital360.it

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Emilio Adinolfi

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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 referred to in this press release may not be offered or sold in Italy, the United States or any other jurisdiction without registration under applicable laws or an exemption from registration under applicable laws. The shares referred to in this press release have not been and will not be registered under the U.S. 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, Japan or elsewhere.