SG S p A : Company Società Benefit S.p.A. – The Bod determines the final conditions for the capital increase

THE BOARD OF DIRECTORS DETERMINES THE FINAL TERMS AND CONDITIONS FOR THE CAPITAL INCREASE APPROVED BY THE SHAREHOLDERS' MEETING:

• THE NEW SHARES WILL BE OFFERED UNDER OPTION AT A RATIO OF 1 NEW SHARE FOR EVERY 4 SHARES HELD AT A PRICE OF €0.20 EACH
• EACH NEW SHARE WILL BE ASSIGNED ONE "SG COMPANY 2018-2025" WARRANT FREE OF CHARGE
• CALENDAR OF THE RIGHTS OFFERING: 11/29/21 - 12/16/21

Milan 24 November 2021 - The Board of Directors of SG Company Società Benefit S.p.A. ("SG Company" or the "Company"), one of Italy's leading players in the Entertainment&Communication sector, listed on the Euronext Growth Milan market of Borsa Italiana (ticker: SGC), met today and approved the final terms and conditions of the rights issue approved by the Extraordinary Shareholders' Meeting on 20 November 2021, for a maximum amount of Euro 1,500,000, including share premium.

In connection with the rights issue, the Board of Directors resolved to issue a maximum of 6,172,544 ordinary shares of the Company, with no indication of nominal value and regular dividend rights (the "New Shares"). The New Shares will be offered under option to the Company's current shareholders, pursuant to Article 2441, paragraphs 1, 2 and 3 of the Italian Civil Code, at a ratio of 1 New Share for every 4 shares held, at a price of Euro 0.20 each, of which Euro 0.05 will be allocated to share capital and the remaining Euro 0.15 to share premium. The price was determined in consideration of the general market conditions, the trend in prices and volumes of the Company's shares as expressed by the stock on the Stock Exchange, as well as the economic, equity, and financial performance of the Company and the Group (the "Offer"). The maximum counter value of the Offer is Euro 1,234,508.80.

In relation to the shareholders' resolution of 20 November 2021, the Board of Directors also decided to combine the issue of up to a maximum of 6,172,544 "SG Company 2018-2025 Warrants" (the "Warrants"), to be assigned free of charge to those who, in the execution of the aforementioned share capital increase, subscribe to the New Shares, at a ratio of 1 Warrant for every 1 New Share. Each Warrant will give the right to subscribe to newly issued shares of the Company resulting from the related capital increase, for a maximum nominal amount of Euro 308,627.20, plus share premium (the "Conversion Shares"), at a ratio of 1 Conversion Share for every 1 Warrant presented for exercise. Therefore, the Company will issue a maximum of 6,172,544 Conversion Shares to service the exercise of the maximum 6,172,544 Warrants, without any indication of nominal value and with the same characteristics as those outstanding on the issue date.

DL S.r.l., Zeus Capital Alternative Sif, and Lombard International Assurance S.A., shareholders of 40.50%, 8.91%, and 5.43% respectively in SG Company, have not yet undertaken any commitment to subscribe to the option rights to which they are entitled.

The calendar of the Offer provides that the option rights valid for the subscription of the New Shares may be exercised, on pain of forfeiture, from 29 November to 16 December 2021, inclusive (the "Option Period") and may also be traded on the Euronext Growth Milan Market from 29 November to 10 December 2021, inclusive.

The option rights for the subscription of the New Shares will be made available to those entitled thereto through Monte Titoli S.p.A. To the option rights for the subscription of the New Shares have been attributed the ISIN code IT0005467664. The detachment date of the relevant option rights is 29 November 2021.

The coupon representing the options right is number 4.

Subscription of the New Shares must be made by signing the forms specifically prepared by the authorized intermediaries belonging to the centralized management system of Monte Titoli S.p.A., with whom the Rights are deposited.

The intermediaries will be required to give the relevant instructions to Monte Titoli by 2.00 p.m. on 16 December 2021. Therefore, each subscriber must submit a specific subscription request by the methods and within the time limit communicated to him by his depository intermediary to ensure compliance with the above deadline. Subscription to the offer will be irrevocable and may not be subject to conditions.

Full payment for the New Shares must be made to the authorized intermediary to which the subscription request is submitted and in accordance with the terms and procedures indicated in the subscription form; no additional charges or expenses are envisaged by the Issuer for the applicant.

The New Shares subscribed by the end of the Option Period, together with the related Warrants, will be credited to the accounts of the intermediaries belonging to the centralized management system managed by Monte Titoli at the end of the settlement phase on the last day of the Option Period with availability on the same date.

After the deadline of 10 December 2021, the option rights not exercised by the end of the Option Period will be offered on the Stock Exchange pursuant to Article 2441, paragraph 3 of the Italian Civil Code, with ISIN code IT0005467672, on sessions that will be communicated to the market in due time.

The New Shares deriving from the capital increase will have the same characteristics and will grant the same administrative and equity rights as the SG Company shares outstanding at the date of their issue and will be traded on the Euronext Growth Milan market.

It should be noted that the Warrants issued in combination with the New Shares will be identical, and therefore fungible, to the Company's Warrants already in circulation, called "Warrant SG Company 2018-2025", and will be listed on the Euronext Growth Milan market with the same ISIN code IT0005347593.

In this respect, it should be noted that on 22 November 2021, the Company filed with the competent office of the Milan Monza Brianza Lodi Companies' Register the minutes of the Extraordinary

Shareholders' Meeting held on 20 November 2021, in which it was specified, with reference to the resolution to issue new Warrants, that these are financial instruments that are completely identical and therefore fungible with those of the Company already in circulation and, therefore, that they are an additional tranche of the Warrants 2018-2025, for this reason, governed by the Warrant Regulations 2018-2025 (the "Warrant Regulations 2018-2025"), the latter as last amended on 20 November 2021 by the Warrant Holders' Meeting. The Warrants assigned free of charge in combination with the new shares will be exercisable with an Exercise Price that will be equal to the Exercise Price of the Warrants already outstanding, equal to 0.66, adjusted, if necessary, to take into account the detachment of the option right relating to the capital increase, pursuant to Article 4.2, letter a, of the 2018-2025 Warrants Regulations, with possible communication to the market on 3 December 2021.

The capital increase, as specified in the Press Release issued on 3 November 2021 (SG Company - Board of Directors and publication of the Notice of Call for Shareholders' Meetings) is linked to the desire to accelerate the achievement of the objectives set out in the 2021-2023 industrial plan, which mainly envisages development through growth by external lines, further integration of the first and second management lines and the continuation of business diversification activities in Italy and abroad. The strengthening of capital will allow the Company to access tenders called by customers who are increasingly attentive to the assets of their suppliers in the rating assignment process.

In any case, it should be noted that the Company, as also communicated on 3 November 2021, intends to review the business plan by the first quarter of 2022 to assess the possible need for integration and/or update, due both to the pandemic situation and to the capital increase transaction under option and, lastly, to the new corporate organization with individual managing directors that was launched a few months ago.

On the other hand, the issue and free assignment of the Warrants have the following purposes:

1. To encourage the subscription of the capital increase;
2. To allow the new shareholders to actively participate in the Company's development plans over the medium-long term;
3. Provide the new shareholders, like the current ones, with a financial instrument that, in any case, can be valued on the market and can be liquidated on Euronext Growth Milan;
4. Enable the Company to increase resources to support its financial structure and growth plans.

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The Board of Directors, concerning the share capital increase against payment with the exclusion of pre-emptive rights, for the amount of €250,000 (including share premium) to be executed in the indivisible form, intended for work for equity, also resolved to issue 1,000. 000 ordinary shares to be subscribed at a unit price of EUR 0.25 (of which EUR 0.20 as a share premium) reserved for Davide Verdesca, CEO, and Francesco Merone, CFO of the Company, in the amount of 600,000 shares and 400,000 shares respectively, with a lock-up clause for the duration of three years. The issue is being carried out under the authorization granted by the Extraordinary Shareholders' Meeting of 20 November to increase the share capital for cash, in an indivisible form and with the exclusion of preemption rights, to be reserved for the CEO and CFO of the Company, according to Article 2441(5) of the Italian Civil Code, by the amount of EUR 250,000 (of which EUR 200,000 by way of share premium) to be executed by 31 December 2021.

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Finally, the Company, concerning the exercise period of the "SG Company 2018-2025 Warrants", announces that there were no exercises on 22 and 23 November 2021.

This press release is publicly available in the Investor Relations section of the Company website Financial market press releases | SG Company Società Benefit S.p.A.

SG Company Società Benefit S.p.A. is a Digital Company, ISO 9001 certified and listed on the Euronext Growth Milan of Borsa Italiana (ticker: SGC), Technology segment, is an Innovative SME and, in keeping with its mission of "Sharing Growth", has also embarked on the ESG (Environmental, Social and Governance) path to ensure an increasingly future-oriented sustainable management of the Company, firmly believing in the value of business for the collective benefit. One of Italy's top players for over 20 years now in the Entertainment&Communication industry, it specializes in the areas of Digital & Live Communications, Hybrid Events, Video Production, Consumer Format, and Meetings & Events Industry. In its 2021-2023 Business Plan, it has embarked on a path of digital transformation, integrating a data valorization strategy on each business area thanks to the implementation of Marketing Technology solutions on every activity. Its distinctive positioning hinges on the synergy between data and content, as well as on the ability to offer a single direction over creativity, production and technology natively for each project, guaranteeing clients constant integration between physical and digital. The Company boasts a portfolio of high- standing clients at global level. It has planned, promoted and produced many successful national and international formats

such as Milano Food Week, Obecity, Sneakerness, Digital Design Days, Business Tech Forum and others.

For information
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