SG S p A : Company Società Benefit S.p.A. – Changes in capital and company structure

NOTICE OF CHANGE IN THE SHARE CAPITAL AND IN THE SHAREHOLDER

STRUCTURE FOLLOWING THE INCREASE IN THE SHARE CAPITAL UNDER OPTION

Milan 23 December 2021 - SG Company Società Benefit S.p.A., one of the leading players in Italy in the Entertainment&Communication sector, listed on the Euronext Growth Milan market of Borsa Italiana (ticker: SGC), following the communication issued yesterday, regarding the final results of the rights issue resolved by the Board of Directors on 24 November 2021, in the execution of the resolution approved by the Extraordinary Shareholders' Meeting on 20 November 2021, informs that no. 2,600 option rights purchased at auction on Euronext Growth Milan as part of the Offer of unexercised rights, were not subsequently subscribed at the end of yesterday.

Therefore, at the end of the offer period on the stock exchange, 6,171,894 ordinary shares were actually subscribed (compared to 6,172,544 communicated yesterday), which corresponds to 99.99% of the total offer. Together with the newly issued ordinary shares, 6,171,894 Warrants (compared to 6,172,544 Warrants announced yesterday) were assigned free of charge to subscribers.

The 650 shares offered and not subscribed may be placed by SG Company SB S.p.A. with third parties by the final deadline of 31 March 2022. The Board of Directors reserves the right to identify at its discretion the third parties to which the unsubscribed shares may be placed.

The Board of Directors reserves the right to identify third parties to whom the unexercised rights may be placed, at its discretion. In any case, it should be noted that the certificate of execution of the capital increase was filed with the Register of Enterprises of Milan, Monza, Brianza, and Lodi on 23 December 2021, according to Article 2444(1) of the Italian Civil Code.

The current composition of the share capital (fully subscribed and paid-up) following the aforementioned capital increase and the additional capital increase for work for equity (also resolved by the Board of Directors on 24.11.2021, as delegated by the Extraordinary Shareholders' Meeting of 20.11.2021), with evidence of the previous share capital, is therefore provided below:

	Current share capital	Previous share capital
		no. of	Nom.		no. of	Nom.
	Euro	value	Euro	value
	shares	shares
		unit		unit
Total of which:			Without			Without
	1,593,103.5	31,862,070	nominal	1,234,508.8	24,690,176	nominal
			value			value
Ordinary shares			Without			Without
(regular
1,593,103.5	31,862,070	nominal	1,234,508.8	24,690,176	nominal
entitlement)
		value			value

The SG Company 2018-2025 Warrants exercised with the capital increase and those currently outstanding are depicted below:

No. exercised Warrants No. outstanding Warrants

Warrant

6,171,894

17,968,265

Taking into account the current number of ordinary shares in SG Company SB S.p.A. and not having received any communication from the significant shareholders regarding substantial changes in the ownership of their respective shares in the Company, the new composition of the shareholding structure is shown below:

• DL S.r.l., number of shares 10,000,000 equal to 31.39% of the share capital;
• Zeus Capital Alternative Sif, 2,200,000 shares or 6.90% of the share capital;
• Lombard International Assurance S.A., 1,340,250 shares or 4.21% of the share capital;
• Market, 18,321,820 shares or 57.50% of the share capital.

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 a 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 in 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 a 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.

Francesco Merone (I.R.)	Roberta Sferrazza Papa (I.R. Junior)
[e-mail]	[e-mail]
	+ 39 3297194756
Nomad: Banca Profilo S.p.A.	Financial Media: IR Top Consulting
[e-mail]	Domenico Gentile - [e-mail]
[phone]	[phone]/4