SG S p A : Company Società Benefit S.p.A. – Conclusion of the capital increase rights offering

COMPLETION OF THE RIGHTS OFFERING FOR THE CAPITAL INCREASE

Capital increase 97.84% subscribed for a counter value of € 1,207,878.80

The unexercised rights will be offered on Euronext Growth Milan

on 20 and 21 December 2021

Milan 16 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), announces that today the offer period relating to the rights issue approved 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, of up to a maximum of 6,172,544 ordinary shares of SG Company SB S.p.A. has ended, with no nominal value, having the same characteristics as those in circulation, with regular dividend entitlement ("New Shares"), for EUR 0.20 per new share, to which Warrants are combined, in the ratio of one Warrant for every share subscribed, for a total value of a maximum of EUR 1,234,508.80 ("Optional Capital Increase").

The Company announces that during the offer period from 29 November to 16 December 2021 ("Offer Period"), a total of 24,157,576 option rights were exercised and therefore 6,039,394 New Shares were subscribed to, equal to 97.84% of the total New Shares offered, for a total counter value of Euro 1,207,878.80. At the same time, 6,039,394 "Warrants SG Company 2018-2025" ("Warrants") (ISIN Code IT0005347593) were assigned free of charge to the subscribers of the New Shares subscribed.

We inform you that today the share capital increase destined to work for equity in indivisible form, against payment and with the exclusion of option rights, also approved by the Company's Board of Directors held on 24 November 2021, based on the basis of the proxy conferred by the Extraordinary Shareholders' Meeting of 20 November 2021, was also subscribed.

This share capital increase provided for the issue of 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) for a total amount of EUR 250,000 (including share premium), reserved for Mr. Davide Verdesca, CEO, and Mr. Francesco Merone, CFO of the Company, in the amount of 600,000 shares and 400,000 shares respectively.

The number of shares in SG Company SB S.p.A. held by the Company's CEO and CFO as of today's date is therefore 1,100,187 (3.47% of the share capital) and 692,935 (2.18% of the share capital) respectively.

Therefore, as a result of the above subscriptions, the subscribed share capital as of the date of this press release amounts to €1,586,478.50 divided into 31,729,570 ordinary shares. The filing of the certificate for registration with the Register of Enterprises will take place within the terms provided by the Civil Code. As of today, there are also 17,835,765 Warrants in circulation traded on Euronext Growth Milan.

Please note that the Company has not currently received any communication from significant shareholders regarding substantial changes (understood as reaching, exceeding, or falling below the thresholds of 5%, 10%, 15%, 20%, 25%, 30%, 50%, 66.6%, and 90%) in the ownership of their respective shares in SG Company SB S.p.A.. The respective percentages of share capital held, taking into account the value of the new share capital, would therefore be as follows:

	% before share capital	% after share capital
	increase	increase
DL S.r.l.	40.50%	31.52%
Zeus Capital Alternative Sif	8.91%	6.93%
Lombard International Assurance S.A.	5.43%	4.22%

At the end of the option period, therefore, 532,600 option rights ("Unexercised Rights") were unexercised, giving the right to subscribe a maximum of 133,150 New Shares, corresponding to 2.16% of the total number of New Shares offered, for a counter value of Euro 26,630.

The unexercised rights will be offered in the auction, through MiT Sim S.p.A. - which will operate on the market making use of Directa SIM as executive broker - according to Article 2441, paragraph 3, of the Italian Civil Code, in the sessions of 20 and 21 December 2021, except in case of early closure in case of full sale of the rights ("Stock Exchange Offer").

As part of the IPO, the rights will be offered on Euronext Growth Milan with ISIN code IT0005467672.

During the session of 20 December 2021, the entire quantity of the Unvested Rights will be offered, while during the session of 21 December 2021 any Unvested Rights not placed in the previous session will be offered.

The Unopted Rights entitle the holder to subscribe for New Shares at the price of Euro 0.20 each, at a ratio of 1 new share for every 4 unopted rights exercised.

The exercise of the Rights acquired in the context of the Rights Auction and, consequently, the subscription of the New Shares, shall be made through the authorized intermediaries belonging to the centralized management system managed by Monte Titoli S.p.A., on pain of forfeiture (i) by and no later than 21 December 2021, with the same value date, if the Rights are sold in full in the first session of the Italian Stock Exchange Offering and the Offering closes on 21 December 2021, or (ii) by and no later than 22 December 2021, with the same value date, if the Rights are not sold in full in the first session of the Italian Stock Exchange Offering and the Offering closes on 21 December 2021.

The New Shares resulting from the exercise of the unexercised rights will be credited to the accounts of the authorized intermediaries belonging to the centralized management system of Monte Titoli S.p.A. at the end of the accounting day of the last day of exercise of the unexercised rights, with availability on the same date. The New Shares will be combined with the related Warrants free of charge at a ratio of 1 Warrant for every 1 new share.

After the exhaustion of the Market Offer, the New SG Company SB S.p.A. Shares offered and possibly not yet subscribed may be placed by SG Company SB S.p.A. also with third parties, within 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 unexercised rights may be placed.

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.

For information
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