Growens S p A : Consolidated and separate financial statement as at 31/12/2023

Consolidated Financial Statements and Separate Financial Statements as at 31 December 2023

Financial Statements prepared in accordance with IAS/IFRS accounting standards - Figures in Euro -

Consolidated and Separate Financial Statements

Table of Contents

Corporate Bodies
1. Growens Group	4
2. Summary data	7
3.	Summary report	11
4.	Consolidated and separate annual Report on Operations for the year as at
31 December 2023	12
5.	Group consolidated financial statements as at 31 December 2023	57
6.	Notes to the Consolidated Annual Report as at 31 December 2023	62
7.	Independent Auditors' Report on the Consolidated Financial Statements	91
as at 31/12/2023
8.	Growens S.p.A. Annual Financial statements as at 31/12/2023	95
9.	Notes to the Growens Separate Financial Statements as at 31/12/2023	100
10. Report by the Board of Auditors to the shareholders' meeting	135
11. Independent Auditors' Report on the Separate Financial Statements	141

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Consolidated and Separate Financial Statements

Corporate Bodies

Board of Directors

(In office until approval of the Financial Statements as at 31 December 2025)

Name and Surname	Office
Matteo Monfredini	Chairman of the BoD with proxies
Nazzareno Gorni	Deputy Chairman of the BoD with proxies
Micaela Cristina Capelli	Director with proxies
Paola De Martini	Independent Director without proxies
Ignazio Castiglioni	Independent Director without proxies

Board of Statutory Auditors

(In office until approval of the Financial Statements as at 31 December 2025)

Name and Surname	Office
Michele Manfredini	Chair of the Board of Statutory Auditors
Fabrizio Ferrari	Regular Auditor
Donata Paola Patrini	Regular Auditor
Andrea Bonelli	Alternate Auditor

Independent auditing firm

(In office until approval of the Financial Statements as at 31 December 2025)

BDO Italia S.p.A.

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Consolidated and Separate Financial Statements

1. Growens Group

The Growens Group (hereinafter also referred to as "Growens Group" or "Group") is an operator active in two main business areas:

Software-as-a-Service ("SaaS"), comprising the development and marketing of Cloud services offered to its customers, with particular focus on content design. These services are performed by the subsidiary Bee Content Design Inc. (hereinafter "Beefree" or "Bee Content Design"), which operates with over 1 million free users, around 9,400 customers and over 1,000 applications;

Communication Platform as-a-Service ("CPaaS"), through its subsidiary Agile Telecom S.p.A. (hereafter "Agile Telecom"), which develops and sells technologies for the mass sending of SMS, for marketing and transactional purposes, with over 370 connections to B2B operators. At the consolidated level, the Group operated in over a hundred countries and had a workforce of around 150 employees at the close of the 2023 financial year. Within the Group, Growens S.p.A. (hereinafter also referred to as "Growens" or the "Company") operates as a parent company and holding company, providing staff services to its subsidiaries and dealing with strategic policy-making and M&A (merger and acquisition) activities.

On 13 July 2023, Growens finalised the sale of the Group-ownedEmail Service Provider business unit through the sale of its wholly-owned shareholdings in MailUp S.p.A. (formerly Contactlab S.p.A.), Acumbamail S.L., MailUp Nordics A/S and its subsidiary Globase International A.p.S. (collectively, the "Email Service Provider" businesses) to TeamSystem S.p.A. for a consideration of Euro 76.5 million. This line of business operated with over 9,500 direct customers via the SaaS MailUp platform, a multi-channel(e-mail, newsletter, SMS and messaging apps) cloud computing system for the professional management of digital marketing campaigns.

On 20 October 2023, the transaction for the sale of 100% of the share capital of the Dutch subsidiary Datatrics BV to Squeezely BV, a company of the Dutch group Spotler, a leading operator of marketing automation in the Netherlands and the United Kingdom, was also completed for a consideration of Euro 1.6 million.

Growens Group structure

Compared to the configuration at 31 December 2022, the Group underwent significant changes as a result of extraordinary transactions that were completed in 2023, namely:

• on 3 February 2023, Growens announced the signing of a binding agreement to sell the Growens business unit MailUp and its shareholdings in Contactlab S.p.A. (now MailUp S.p.A.), Acumbamail S.L., MailUp Nordics A/S and its subsidiary Globase International A.p.S. (collectively, the "Email Service Provider" or "ESP" businesses) to TeamSystem S.p.A. for a total consideration of Euro 70 million on a cash/debt free basis The sale of the Email Service Provider activities involved the transfer of a

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Consolidated and Separate Financial Statements

workforce of about 260 people in Italy, Spain, and Denmark, including Luca Azzali and Alberto Miscia, who took on roles within the transferred activities, remaining shareholders of Growens. Additionally, a set of transitional service contracts was envisaged, which included, among other things, operational support activities necessary for the buyer and the businesses sold to finalize the transition period for the more strictly administrative activities, as well as the use of certain real estate facilities of the Company

• on 7 June 2023, the extraordinary shareholders' meeting of Contactlab resolved, inter alia, to: (i) increase its share capital by a total of Euro 708,309, including nominal value and share premium, to be paid through the contribution of the MailUp business unit (with the issue of 271,428 new shares); and (ii) change its company name to "MailUp S.p.A.". On 30 June 2023, Growens, in execution of the binding agreement signed with TeamSystem, transferred the aforementioned business unit to MailUp S.p.A., effective as of 11:59 p.m. of the same day, resulting in the subscription and full release of the capital increase;
• on 13 July 2023, the closing of the transaction agreed with TeamSystem was finalised, the sale of the Growens Email Service Provider business unit relating to the MailUp business unit and of the shares held in Contactlab S.p.A., Acumbamail S.L., MailUp Nordics A/S and its subsidiary Globase International A.p.S. to TeamSystem S.p.A. was finalised for a total consideration of Euro 76.7 million;
• on 2 August 2023, was the repurchase of a 1.67% stake (87,500 shares) in the share capital of Bee Content Design from Massimo Arrigoni for a total consideration of Euro 0.67 million, thus raising the Group's shareholding percentage from 95.24% to 96.9%;
• on 9 October 2023, Growens entered into a binding agreement to sell 100% of the share capital of its Dutch subsidiary Datatrics BV to Squeezely BV, a company of the Spotler group, a leading player in marketing automation in the Netherlands and the UK, for a total consideration of Euro 1.6 million, which was subsequently finalised on 20 October 2023.

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Consolidated and Separate Financial Statements

As a result of the above, the Group as at 31 December 2023, can be represented as follows:

Growens holds a 100% stake in Agile Telecom, while in its US subsidiary Bee Content Design it holds a controlling interest of 96.9%.

Bee Content Design Inc., with HQ in San Francisco, organised according to the dual company model, with a business team located in the United States, and a technological team located in Italy, is focused on the development and commercialisation of the innovative content editor Beefree. The Business Unit's products and brands were rebranded, with communication on 30 August 2023, with the renaming of BEEPro to Beefree and BEEPlugin to Beefree SDK. The evolution of the brand reflects two established key points in the company's recent history: growth beyond e-mail editing and its commitment to creating limitless content for all. Beefree is indeed active in the field of no-code tools for designing e-mails, landing pages, pop-ups and other digital content. Beefree has expanded its reach to include advanced artificial intelligence capabilities, collaboration tools and further integrations, also expanding its user base. Beefree tools for designing e-mail and other digital content are now used by more than 400,000 single users every month in over 150 countries, and have also been adopted by giants such as Amazon, Google and Disney. Directly on beefree.io, there are more than 40,000 monthly customers, including freemium customers, and Beefree's solutions have been integrated into more than 1,000 third- party applications, consolidating its presence in the digital landscape. At the same time, rebranding is also a crucial step for the

Growens Group, which sees Beefree as the engine for future growth 6

Consolidated and Separate Financial Statements

after the finalisation of the sale of the Email Service Provider business to TeamSystem and the sale of Datatrics BV to the Dutch player Spotler.

Agile Telecom S.p.A., with registered office in Carpi (MO), is an operator authorized by the Ministry of Economic Development and Communication to offer a public communication service (OLO - Other Licensed Operator) and is also registered with the Register of Operators in Communication (ROC) held by the Italian Authority for Telecommunications Guarantees (AGCOM). Agile Telecom is a leader in the Italian wholesale SMS market and manages the sending out of promotional and transactional A2P messages (One-Time Password, notifications and alerts).

2. Summary data

Significant events in the year ended as at 31 December 2023

In 2023, the activities of the Group were characterised by the events indicated below.

On 3 February 2023, Growens announced the signing of a binding agreement to sell the Growens business unit MailUp and its shareholdings in Contactlab S.p.A., Acumbamail S.L., MailUp Nordics A/S and its subsidiary Globase International A.p.S. (collectively, the "Email Service Provider" businesses) to TeamSystem S.p.A. for a total consideration of Euro 70 million on a cash/debt free basis. The transfer of the Email Service Provider businesses results in the transfer of approximately 260 employees in Italy, Spain and Denmark, including Luca Azzali and Alberto Miscia, who will take over tasks within the transferred activities, while remaining shareholders of Growens. Also envisaged is a set of transitional service agreements covering, among other things, operational support activities necessary for the purchaser and the divested businesses to complete the transition period of the more purely administrative activities, as well as the use of certain of the Company's real estate facilities. Finally, the actual transfer of the activities of Email Service Provider against payment of the price is subject to certain conditions precedent, including (i) obtaining clearance under the so-called "Golden Power" regulations in force, (ii) the granting of clearance by the Antitrust Authorities, (iii) the favourable vote of the ordinary and extraordinary shareholders' meeting of the Company, and (iv) the effectiveness of the transfer of the business unit MailUp (including the investment in MailUp Nordics/Globase) to Contactlab S.p.A. The signing of the transaction also entails the release of the lock-up commitments for the sellers of Contactlab and the settlement towards them of a total amount of Euro 2.2 million in cash, replacing the original agreements.

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Consolidated and Separate Financial Statements

On 9 March 2023, the Ordinary and Extraordinary meeting of the Company resolved on the three items on the agenda. In particular, in ordinary session, the Meeting approved the sale of the "MailUp" business and the shareholdings in Contactlab S.p.A., Acumbamail S.L., MailUp Nordics A/S and Globase International ApS to TeamSystem S.p.A. under the conditions set out in the binding agreement signed on 2 February 2023; in extraordinary session, the Meeting resolved to approve the proposed amendments to the Articles of Association (extension of the corporate purpose to holding company and renaming of the multilateral trading system "AIM Italia" to "Euronext Growth Milan"), approving in full for the effect the text of the new amended Articles of Association, in force as of the effective date of the transfer of the Email Service Provider business. Shareholders who did not participate in the shareholders' resolution approving the amendment of the Articles of Association have the right of withdrawal, which may be exercised subject to the closing of the ESP sale. The Board of Directors set the unit liquidation value of the Company's shares at Euro 4.39 per share.

On 7 April 2023, the Company announced that it had received notification from BMC Holding B.V., a vehicle owned by the sellers of Datatrics, that it had reduced its stake in Growens' share capital below the 5% threshold, to an effective stake of 4.6%.

On 17 May 2023, the Company announced the partial release of a further portion of the shares held by the sellers of Datatrics from the lock-up, resulting in a total lock-up interest of 2.664%, thereby increasing the free float to approximately 41%.

On 18 May 2023, the Company announced the fulfilment of the conditions precedent to the sale of the Email Service Provider business relating to antitrust aspects, with the announcements: (i) by the Presidency of the Council of Ministers of non-exercise of special powers, pursuant to Decree-Law no. 21 of 15 March 2012, converted, with amendments, by Law no. 56 of 11 May 2012, by the Coordination Group referred to in article 3 of the Prime Ministerial Decree no. 133 of 1 August 2022 (so-called "Golden Power"); (ii) by the Spanish Ministry of Industry, Trade and Tourism (Ministerio de industria, comercio y turismo) that the aforementioned transaction is not subject to authorisation pursuant to article 7-bis of Law no. 19 of 4 July 2003.

On 12 June 2023, the Company announced a change in its significant shareholders, following the notification by Matteo Monfredini, Nazzareno Gorni, Luca Azzali, Matteo Bettoni and Alberto Domenico Miscia of a change in their shareholding as a result of the contribution of all the shares they directly held in the Company to five corporate vehicles that they fully owned. As a result of these contributions, the new major shareholders adhered to the shareholders' agreement initially signed between the contributing shareholders on 19 December 2021 (and disclosed to the market on 23 December 2021) for a total of 7,000,000 shares, or 45.47% of the share capital.

On 30 June 2023, the Company announced that, in execution of the binding agreement entered into on 2 February 2023 with TeamSystem, on 7 June 2023, the Contactlab

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Consolidated and Separate Financial Statements

extraordinary shareholders' meeting resolved, inter alia, to: (i) increase its share capital by a total of Euro 708,309.00, including nominal value and share premium, to be paid through the contribution of the Email Service Provider business unit (with the issue of 271,428 new shares); and (ii) change its company name to "MailUp S.p.A.". On the same date, Growens transferred the Business Unit to MailUp, with effect from 11:59 p.m. on 30 June 2023, resulting in the subscription and full release of the capital increase.

On 13 July 2023, Growens announced the finalisation of the sale of the MailUp business unit through the shares held in MailUp S.p.A. (formerly Contactlab S.p.A.), Acumbamail S.L., MailUp Nordics A/S and its subsidiary Globase International A.p.S. (collectively, the "Email Service Provider" businesses) to TeamSystem S.p.A. for a final consideration of Euro 76.7 million. A portion of the price of Euro 4.6 million was deposited in an escrow account to guarantee the indemnification obligations assumed by the Company in the agreement governing the transaction and will be subject to periodic releases according to a décalage mechanism customary for this type of instrument.

The completion of the transaction entailed the fulfilment of the condition precedent to which the resolution to change the corporate purpose passed by the Company's extraordinary shareholders' meeting on 9 March 2023 was subject, and determined, among other things, the legitimacy of the right of withdrawal for shareholders who did not take part in the relevant resolution.

Therefore, on the same date of 13 July 2023, the Company announced the opening of the period for the exercise of the right of withdrawal, which ended on the following 28 July without any adhesions being received.

On 13 July 2023, the Board of Directors approved the guidelines of an operation that envisages the promotion, subject to obtaining the necessary authorisation from the Shareholders' Meeting, of a voluntary partial tender offer on treasury shares, concerning a maximum of 2,647,058 ordinary treasury shares (without any indication of the express par value) corresponding to approximately 17.2% of the total number of ordinary shares issued for a unit price of Euro 6.80 and therefore for a maximum total countervalue of Euro 17,999,994.40.

On 30 August 2023, Growens announced the rebranding of the Bee Content Design Inc. Business Unit's (hereinafter also "BU") products from BEEPro to Beefree and from BEEPlugin to Beefree SDK, respectively, consistent with both the BU's market approach, based on offering products that give everyone access to quality content creation, and the Group's growth strategy, focused on fostering Beefree's growth.

On 1 September 2023, the Ordinary Shareholders' Meeting was called to resolve on (i) the authorisation to purchase treasury shares pursuant to article 2357 of the Civil Code, (ii) the revocation of the authorisation to purchase treasury shares granted on 20 April 2023, which, in any case, the Board of Directors did not use.

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Consolidated and Separate Financial Statements

The Ordinary Shareholders' Meeting was held on 18 September 2023 and resolved unanimously (therefore with the majorities envisaged by article 44-bis of Consob's Issuers' Regulations), inter alia, to (i) revoke, for the part not executed, the previous resolution authorising the purchase and disposal of treasury shares adopted by the Shareholders' Meeting of 20 April 2023, effective as of today; (ii) authorise the Board of Directors, pursuant to and for the purposes of article 2357 of the Civil Code, to purchase a maximum of 2,647,058 ordinary treasury shares, to be carried out through a public tender offer to be promoted by the Company pursuant to article 102 of the Consolidated Finance Act (TUF);

1. to establish that the price of the ordinary treasury shares to be purchased is equal to Euro 6.80 per share and that the duration of the authorisation is eighteen months from the date of the same Shareholders' resolution.

On 9 October, the Company announced the filing with Consob of the offer document for publication, relating to the voluntary partial tender offer pursuant to article 102 of the Consolidated Finance Act (TUF) promoted by Growens itself on a maximum of 2,647,058 treasury shares.

On the same date, it was also announced that Growens had signed a binding agreement to sell 100% of the share capital of its Dutch subsidiary Datatrics BV to Squeezely BV, a company of the Spotler group, a leading operator in marketing automation in the Netherlands and the UK, for a total consideration of Euro 1.66 million and against the waiver by Growens of approximately Euro 7 million in intercompany receivables from Datatrics. The transaction closed on 23 October, with a final price of Euro 1.6 million.

On 9 November, the offer document relating to the voluntary partial tender offer promoted by Growens on its treasury shares was published, as well as filed with Consob and made available to the public for consultation, following Consob's approval by Resolution no. 22870 of 8 November.

The acceptance period for the public offer ran from 13 November to 6 December, with payment on 13 December. A total of 4,987,932 Shares were tendered, representing approximately 188.433% of the shares in the offer and approximately 32.403% of Growens' share capital. The allocation was therefore made according to a coefficient of approximately 53.069% and, as a result, the Company acquired 2,647,058 treasury shares at a unit price of Euro 6.80, for a total countervalue of Euro 17,999,994.40 as part of the voluntary partial tender offer.

Therefore, taking into account the 2,647,058 shares subject to the offer as well as the 62,583 treasury shares already held by Growens, Growens holds a total of 2,709,641 shares, or approximately 17.6% of the relevant share capital.

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