Dominion Hosting S p A : Consolidated financial statements as at 31 December 2023

Consolidated Annual Report

as at 31 December 2023

Prepared in accordance with IAS/IFRS principles. All amounts in Euro.

CONSOLIDATED ANNUAL REPORT AS AT 31 DECEMBER 2023

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TABLE OF CONTENTS
CORPORATE BODIES	4
STRUCTURE OF THE GROUP	5
BOARD OF DIRECTORS REPORT	10
Introduction	11
Section A: Significant events during the year	31
Section B: Principal risks	33
Section C: Related party transactions	36
Section D: Labour & Environment	37
Section E: Evolution, performance and position of the Company and Group	38
Section F: Significant events between the end of the year and publishing of this report	40
Section G: Business Outlook	41
Section H: Corporate Governance	42
Section I: Sustainability Report…………………………………………………………………………………………………………………….46
GROUP CONSOLIDATED FINANCIAL STATEMENT AS AT 31 DECEMBER 2023	47
Consolidated Financial Statements	48
Notes to Financial Statements	57
Consolidation Principles	60
Evaluation Criteria	60
Other Information	67
Scope of Consolidation	68
Notes to the Consolidated Financial Statements	70

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CORPORATE BODIES

BOARD OF DIRECTORS

Executive Chairman: Giandomenico Sica

Executive Director: Matija Jekovec

Executive Director: Antonio Domenico Baldassarra

Executive Director: Tamara Arduini

Independent Director: Andrea Arrigo Panato

BOARD OF AUDITORS

Chairman: Umberto Lombardi

Statutory Auditors: Pierluigi Pipolo, Stefano Pizzutelli

INDEPENDENT AUDITING FIRM

Auditing firm: BDO Italia S.p.A.

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STRUCTURE OF THE GROUP

DHH Spa

Via Caldera 21,

20153 Milano Italy

VAT ID: IT09150720960

Tophost Srl

Piazza della Liberta, 10,

00192 Rome, Italy

VAT ID: IT08163681003

WEBTASY d.o.o.

Pod hribom 55,

1000 Ljubljana, Slovenia

VAT ID: SI38077736

Plus Hosting Grupa d.o.o.

Nobileova 20,

52100 Pula, Croatia

VAT ID: HR25444746329

System Bee d.o.o.

Marianijeva ulica 11, 52100 Pula, Croatia VAT ID: HR44118711367

mCloud d.o.o.

Kralja Milutina 55,

11102 Grad Beograd, Serbia

VAT ID: RS110525087

DHH Switzerland SA

Via Motta 18 c/o Arifida sa, 6830 Chiasso, Switzerland VAT ID: CHE 227758591

Seeweb Srl

Corso Lazio 9/A,

03100 Frosinone, Italy VAT ID: 02043220603

Evolink Ad

Barzaritsa Str. 16V,

Sofia, Bulgaria

VAT ID:BG131350551

Connesi Spa

Via IV Novembre 12

06034 Foligno (PG), Italy

VAT ID: IT02679370540

Warian Srl

Via Dei Due Principati 17,

83025 Montoro (AV), Italy

VAT ID: 02043220603

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DHH S.P.A. (ITALY)

The holding company acting as a governing entity providing business and administrative support to portfolio companies. DHH S.p.A. is listed on Euronext Growth Milan (EGM) since 2016.

Stock Price Performance period 1st January 2023- 31 st December 2023

Source: Il Sole24ore Borsa

TOPHOST S.R.L. (ITALY)

100% controlled by DHH S.p.A.

Established in 2004 with a goal of becoming a major Italian player in the "mass" web hosting industry. In a short period of time, the company gained a notable position in the market providing entry-level web hosting services.

Tophost joined DHH in 2015 and today offers comprehensive and innovative solutions at competitive prices to more than 51.000 customers across Italy.

In January 2023 Tophost finalized the acquisition of the business line "Misterdomain", well established player of the Italian hosting market, vaunting over 31,000 domains under management.

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WEBTASY D.O.O. (SLOVENIA)

100% controlled by DHH S.p.A.

Acquired in October 2015, Webtasy d.o.o (until December 28th, 2021 named DHH.si d.o.o) operates under three brands - Domovanje, Domenca (acquired in 2012) and Si-Shell (acquired in December 2019).

It has been the leading player on the local market in the last 20+ years, serving 30.000+ customers and holding cac. 30% market share with over 72.000 registered domains. Webtasy brands offer domain registration, web hosting and cloud services. Their focus is developing high-performance managed solutions for the SMB market.

In March 2023 Webtasy completed the acquisition of Hosterdam, a business unit of Stork R d.o.o., a Slovenian shared hosting and domain registration provider. Hosterdam has ca. 450 active shared hosting packages and ca. 1.360 registered domains.

PLUS HOSTING GRUPA D.O.O. (CROATIA)

100% controlled by DHH S.p.A.

Plus Hosting Grupa d.o.o. (until 13 April 2022 DHH d.o.o.) Established in 2001 as IT Plus d.o.o. and later renamed to Plus hosting d.o.o., the company joined DHH in 2015. Following the (1) repositioning of the company on the market,

1. completing acquisitions of local competitors, and (3) spinning off one of the business activities into a separate company, the Croatian entity is today the largest local player recognized for its technical expertise and high-quality customer service. The three proprietary brands (Plus hosting, Studio4web, Infonet) provide a broad array of services, from low-cost hosting solutions to managed hosting services addressed to high-end customers. Optima Hosting is a provider with over 10 years of experience in web hosting and serving 5.600 clients in Croatia and BiH, as the only Croatian company has been successfully operating on the Bosnian market for over 8 years.

DHH SWITZERLAND S.A. (SWITZERLAND)

100% controlled by DHH S.p.A.

Owner of the brand Artera, part of DHH since May 2017, the Swiss company provides high-end services, mainly addressed to customers requiring high reliability and technologically advanced web hosting services. Founded in 2002, Artera boasts twenty years of experience in the sector, growing together with its team and integrating a specialized staff that has allowed the company to obtain the main international certifications and be a partner of countless companies on the web. The team is guided by the same vision: to offer a service of the highest quality in the name of cutting-edge technology .

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SYSTEM BEE D.O.O. (CROATIA)

80% controlled by DHH S.p.A.

Croatian company established back in 2018 as a spin-off of DHH d.o.o. engaged in the business of web hosting and IT solutions. System Bee, owner of the brand Sysbee is made up of a group of system engineers and infrastructure architects dedicated to bringing DevOps culture to SMEs in Croatia. It currently counts ca. 80 active clients.

MCLOUD D.O.O. (SERBIA)

100% controlled by DHH S.p.A.

Serbian cloud computing provider founded in March 2018, and part of DHH since October 2018. The company is focused on delivering advanced hosting services and it manages two brands, Plus Hosting and mCloud, each targeting different customers.

SEEWEB S.R.L. (ITALY)

100% controlled by DHH S.p.A.

Italian based cloud computing company providing SaaS, IaaS, and PaaS services, as well as a wide range of additional IT services such as shared hosting, dedicated servers, housing, and colocation, relying on six physical datacenters and a proprietary fiber optic network. The company is part of DHH Group since November 2020 following the reverse takeover. In April '21 Seeweb acquired MondoServer to strengthen its presence in the South Italy.

EVOLINK AD (BULGARIA)

60% controlled by DHH S.p.A.

Established in 2004 and based in Sofia (Bulgaria), with its team of ca. 40 employees is one of the largest "Infrastructure- as-a-Service" (IaaS) providers in Bulgaria active in Cloud Computing, Cybersecurity, and Data transport services provisioning, managing two data centers, both located in Sofia. The customer portfolio includes large companies and telecom operators.

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CONNESI S.P.A. (ITALY)

100% controlled by DHH S.p.A.

Connesi is an independent provider in the field of Internet Access (via optical fiber - both owned and leased - and fixed wireless network), VOIP, and Cloud Computing, active mainly in Umbria and also present in other Italian regions (e.g. Tuscany and Marche). Connesi is focused on the premium B2B market, with ca. 35 employees and 3.000 customers amogn which top tier corporates and public administrations.

The results of Connesi is fully consolidated in DHH's financial statements starting from 1st July 2022.

In 2023 Aticon S.r.l., a fully controlled company, were merged in Connesi S.p.A.

WARIAN S.R.L. (ITALY)

45% owned by Seeweb S.r.l.

Owned by Seeweb for 45%, Warian is a B2B Internet Service Provider (ISP) that offers via its own marketplace platforms, reliable, high-performance data connectivity and cloud computing products. Established in 2010, it boasts a network with more than 50 wholesale partners. The company reported total revenues of ca. €1,8mn in 2023.

Warian is consolidated in DHH's financial statements with equity method.

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Board of Directors

Report

INTRODUCTION

DHH S.p.A. ("DHH") is a leading technology Group focused on the provisioning of integrated B2B cloud & internet products in Italy, Switzerland and Southeast Europe.

Established in July 2015, and headquartered in Italy, DHH grew rapidly by completing 18 M&A transactions with local web hosting, cloud computing and b2b ISP companies and supporting them in operating and developing the business. Since July 2016 DHH is listed on Euronext Growth Milan (EGM) Stock Exchange.

DHH Group is further expanding its business and geographic footprint looking for local champions and innovative young companies focused on IaaS/PaaS/SaaS platforms and Datacenter & Networking segments in Emerging Europe.

DHH AT A GLANCE

1	CROSS-BORDER BUSINESSES	2	AMONG FASTEST GROWING
ECOSYSTEM WITH DIVERSIFIED OFFER	INDUSTRIES GLOBALLY

9 independent and autonomous businesses with a broad array of products from simple web hosting packages to tailor-made cloud computing solutions.

3	PROVEN BUSINESS MODEL WITH
>90% CUSTOMER RETENTION RATE
	…thanks to subscription-based contracts.
	Over 124k clients on-board already with customer
	sourcing process organized both inbound and
	outbound.
5	EXPERIENCED AND MOTIVATED
MANAGEMENT TEAM

With tens of years of experience in building and scaling tech startups in the region and high motivation to make DHH a global player.

.

	Global cloud computing and web hosting
	industries have been growing double-digit in
	recent years. The newly entered market of
	connectivity services provisioning also boasts
	dynamic growth profile.
4	EXPOSURE TO EMERGING
GEOGRAPHIES
	Growing presence in the emerging SEE region
	with still lower than EU average digitalization
	level but high willingness to moving online
	among local businesses.
6	SOLID GROWTH AND BEST IN-
CLASS MARGINS AND CASH

35% '17-'23 revenues CAGR; 33% '23 Adj. EBITDA margin and 79% Adj. EBITDA Cash Conversion Rate.

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