Management report on MEDIA-MAKER S.P.A. half-year Financial Statements on 30th of june 2021

Media - Maker S.p.A.

Registered office: Milan, Via Giovacchino Belli n. 14

Tax Code, VAT number and no. registration in the Milan Business Register: 09945470962

Share capital: Euro 1.000.000,00

MANAGEMENT REPORT ON MEDIA-MAKER S.P.A. HALF-YEAR FINANCIAL STATEMENTS ON

30TH OF JUNE 2021

Media-Maker S.p.A.	Management report on half-year financial statements at 30.06.2021

1. INTRODUCTION

The present management report on Media-Maker S.p.A. (hereinafter, "Media Maker" or the "Company") half-year financial statements on 30th of June 2021 was prepared in order to provide financial and management information on the Company, accompanied, where possible, by historical elements and prospective assessments.

2. MEDIA - MAKER S.p.A.

Media Maker was incorporated in 2017 with a business focus on the production of branded media contents. In addition, the Company leverages its experience and assets to produce cross-media projects and to define, jointly with its clients, communication strategies to distribute contents through advertising spaces belonging to the Company or third parties. The Company records significant growth rates and margins comparable to those of leading market players thanks to an efficient business model and to the ability to operate through barter trades.

The Company's shares are admitted to listing on Euronext Growth multilateral trading facility, organized and managed by the Paris Stock Exchange.

The Company specializes in the development and production of content for different types of brands, having all the skills and resources necessary for the creation of cross-media projects, adaptable to any client need. The Company is active in the field of development and production of advanced branded content / entertainment, able to exploit the interconnection of media channels as well as in the marketing and publishing sector.

The Company's goal is to become a market leader in the production of cost-effective contents, through an expertise that embraces various communication channels and a highly flexible and efficient business model.

Business model

Media Maker develops and produces contents to be broadcasted and used on different multimedia channels. The Company manages a highly interconnected media contents portfolio, by entering into agreements with its clients for the management of advertising spaces and contents (including, inter alia, radio, TV, media pads, apps, digital adv., info pads and led-walls).

The typical activities of the Company can be summarized in the following table.

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Media-Maker S.p.A.	Management report on half-year financial statements at 30.06.2021

The Company is managed by a team of professionals with a solid experience in the editorial and video production sector. This team has been able, since the beginning of the Company's activities, to imprint the Company's activity with great attention to the efficiency and with a strategic vision, strongly focused on the attention to commercial partners, strategy which has proved to be successful, as confirmed by the results obtained by the Company in its first years of life.

The Company is structured into four business units (the "Strategic Business Units" and each an "SBU"):

• Content - This SBU focuses on the development of editorial and branded content for third parties. In particular, Media Maker has the capability to create: (i) editorial contents which can be sold to other publishers, and (ii) specific brand contents which can be sold to third companies, including also the production of complex projects combining editorial contents with media and advertising.
• Media - This SBU focuses on the acquisition and sales of advertising spaces from third parties (often received by the Company through barter trades) and the management of third parties advertising spaces (e.g. outdoor and city walls).
• Video Productions - This SBU focuses on the creation of video production either to be directly sold to distributors or to be included within branded content projects. In particular, Media Maker manages production studios and has at disposal production teams able to perform different kinds of video productions (including, inter alia, clips, commercials, documentaries and movies).
• Digital - This SBU concerns the development of digital projects, either for the distribution to consumers of the contents produced by the Company or for the development of tailor-made digital projects for publishers or corporate clients.

These four SBUs are highly integrated and this integration allows the Company to rely on a flexible and efficient corporate structure and on a highly scalable business model.

3. SIGNIFICANT EVENTS OCCURRED DURING THE FIRST SEMESTER 2021

On May 31, 2021, the Board of Directors unanimously resolved to carry out a review, pursuant to Article 2343, paragraph 3, of the Civil Code, of the value of assets conferred by the shareholder Dalton Management Sagl ("Dalton"), in particular to assess the relevant congruency and confirm the balance sheet items, following events relating to the going concern conferred by the same shareholder in the Company.

At the same meeting, the Board of Directors appointed Mr. Mario Buzzelli to prepare - at the support of the Board - the review and revaluation of the assets conferred by Dalton upon subscription of the share capital increase approved by the Company on 22 October 2020, in particular of the participation in Ubilot S.r.l. (the "Participation") and the gaming services going concern (the "Going Concern" and, together with the Participation, the "Conferred Assets").

Out of this review procedure, it emerged that the value of each of the assets conferred by Dalton was more than a fifth lower than that attributed to them by the appraisals, and in particular: (i) the value of the Going Concern was re-evaluated in Euro 472.800,00 and (ii) the value of the Participation was re-evaluated in Euro 685.200,00.

Following the aforementioned procedure, Media Maker S.p.A., in compliance with Article 2343, paragraph 4, of the Italian Civil Code communicated to Dalton, by certified e-mail, sent on 1 June 2021, the obligation of the Company to proportionally reduce its share capital, cancelling the shares that resulted "uncovered", unless Dalton agreed to pay the difference of value in cash or to withdraw from Media Maker S.p.A upon restitution of the Conferred Assets.

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Media-Maker S.p.A.	Management report on half-year financial statements at 30.06.2021

With a formal declaration, dated June 30, 2021, Dalton exercised his withdrawal from the Company, with a request for the restitution of the Conferred Assets.

After Dalton's exit from the Company, relevant resources were allocated in the video productions sector, with new series and documentary productions destined for multimedia platforms, national and international top-level broadcasters.

The project of the first documentary, entitled "ITALIANS", consisting of 14 episodes, of 90 minutes each, on important Italian characters of culture, history, sport and music with a total value of € 6.1 Million was presented at MIBACT and obtained approval for access to tax credit. Filming began in April and is expected to be ready for distribution by the end of 2021.

Also during the first semester, a second documentary project was presented at MIBACT, called "DENTRO IL QUADRO", which consists of 40 episodes, of 26 minutes each. Through the use of advanced graphic technologies, the documentary will allow spectators to watch a pictorial work in 3D as if they were inside the painting and, at the same time, it will be an opportunity to illustrate the life and other works of the artist. Shooting began in the second half of 2021 and distribution is scheduled for early 2022.

4. SIGNIFICANT EVENTS OCCURRED AFTER JUNE 30, 2021

With regard to the events occurred after June 30, 2021, it should be noted as follows:

As a result of Dalton's exercise of the right of withdrawal, with restitution in kind of the Conferred Assets, pursuant to and for the purposes of Article 2343, paragraph 4, of the Civil Code, the Board of Directors called the shareholders' meeting of Media-Maker, which, in the meeting held on 28 July 2021, resolved the reduction of the Company's share capital, corresponding to the shares held by Dalton, i.e. from Euro 711,068.00 to Euro 418,668.00, with restitution to Dalton of the assets conferred in the Company and cancellation of the relevant shares.

The same shareholders' meeting resolved, afterwards, to increase the share capital free of charge, pursuant to and for the purposes of Article 2442 of the Italian Civil Code, from Euro 418.668,00 to Euro 1.000.000,00, without the issuance of new shares and through the allocation to the share capital of a corresponding amount from the share premium reserve.

On August 23rd 2021, the Shareholders' Meeting appointed the new Board of Directors consisting of n. 4 members, namely Mr. Silvio Frezza as Chairman and the Directors Mr. Andrea Salice, Mr. Tommaso Marseglia and Mr. Andrea Rocco.

On September 27th 2021, the Shareholders' Meeting, upon resignation for personal reasons of Mr. Silvio Frezza, resolved the decrease of the number of members of the Board of Directors to n.3, namely Mr. Andrea Salice, as Chairman, and Mr. Tommaso Marseglia and Mr. Andrea Rocco as Directors.

The same Shareholders' Meeting appointed RIA Grant Thornton as independent auditor for the financial years 2021-2023 and the new Board of Statutory Auditors for the financial years 2021-2023, composed of Mr Luca Zoani, Chairman, Mr. Giuseppe Dell'Osso and Mr. Davide Marsico, while Mr. Paolo Cricchio and Mr. Fabrizio Gnecco has been appointed substitute auditors.

On October 11th 2021, the Company appointed KNG Securities LLP ("KNG") to carry out preliminary sounding activities and, upon completion of these, to organize a road show for qualified investors, in order to evaluate the current market conditions for a potential issue of debt instruments of an indicative amount of EUR 10 million (the "Potential Operation"). The proceeds of the Potential Transaction will be used for the organic growth of the Company. The above presentation to the

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Media-Maker S.p.A.	Management report on half-year financial statements at 30.06.2021

market is part of the activities to be carried out under the engagement agreements conferred by the Company's Board of Directors respectively to Lucciola & Partners S.r.l. and KNG as co-arrangers and to the law firm Orrick, Herrington & Sutcliffe (Europe) LLP, each for the part of competence, with reference to the possible issue of the aforementioned debt instrument.

5. MANAGEMENT EVOLUTION

General economic trend

The vaccination campaign against Covid-19 represented a turning point from a health and economic perspective, compared to the stagnation of 2019 and 2020. The main macroeconomic indicators have begun to show positive values that appear to have a structural character and not simply linked to elements of seasonality, as had happened in the third quarter of 2020 when the good result of the tourism sector had dragged the entire macroeconomic picture.

Development of demand and trends in the markets in which the Company operates

The strong acceleration of the vaccination program created, already in the first half of 2021, the conditions for a return to normality, which had, as a direct consequence, an economic growth forecast higher than the already promising forecasts of 2020, setting the Italian GDP of 2021 with a growth of 4%.

Indeed, the latest estimates, on the Italian GDP, by the International Monetary Fund project a growth of + 5.8%.

It is therefore foreseeable, as well as desirable, that Media-Maker may benefit of this positive trend but with different evaluations, depending on the business area in which the Company operates and precisely:

1. Publishing
2. Advertising spaces
3. Advertising barter
4. Audio-visualproductions

PUBLISHING

The publishing situation remains critical despite the pandemic and the consequent lockdowns have been a small breath of fresh air for this sector. With the return to normality, however, it is foreseeable the return to uncertain prospects for publishing on paper and not fully compensated by the digital component.

Advertising investments, which had decreased significantly with the pandemic, are resuming, even if operators are still extremely cautious for the fears of a new pandemic wave that we expect may be dispelled, in the second half of 2021, when the effects of the vaccination coverage may provide significant certainties with respect to a total return to normality. On the digital information front, an important factor for reflection is that even the most important national newspaper (Corriere della Sera) has launched an advertising campaign in the main media to promote the digital subscription. This factor could finally initiate a virtuous process that sensitizes readers to consider free digital content no longer as an absolute value but, on the contrary, an element of risk for correct information which is the founding element of any free and democratic system. The choice of Media- Maker in this complex scenario is to maintain a presence, albeit reduced, in the publishing sector on paper flanked by horizontal publishing initiatives both on paper and online, independently or in partnership with other publishing groups. Furthermore, the strategy is to use the undoubted skills in

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