Wiit S p A : H1 2021 Results

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

PRESS RELEASE

WIIT S.p.A. BoD approves H1 2021 results1

Adjusted Revenues continue to grow at Euro 35.1 million (+52.2%), driven by organic growth (+11%), the contribution of myLoc, the extension of contracts and the winning of new customers

Adjusted EBITDA of Euro 14.2 million (+72.8%)

Margin up to 40.5%, thanks to operating efficiencies, the focus on higher added

value services and the contribution of myLoc Adjusted net profit of Euro 4.3 million, up 35.5%

The BoD approves the issue of a convertible bond for a maximum amount of Euro

150 million

The WIIT Group in H1 2021 reports:

• Adjusted consolidated revenues of Euro 35.1 million (+52.2% on Euro 23.1 million in H1 2020), driven by organic growth of approx. 11%, with a focus on higher added value services, increased cross selling on the customers of the acquired companies and the winning of new customers, in addition to the contribution of myLoc for Euro 9.6 million.
• Consolidated Adjusted EBITDA of Euro 14.2 million (up 72.8% on Euro 8.2 million in H1 2020), thanks to operating efficiencies, the concentration on Cloud services and the contribution of the myLoc profitability. The margin on revenue increased to 40.5%, from 40.3% recorded in Q1 2021.
• Consolidated Adjusted EBIT of Euro 7.8 million (+79.6% on Euro 4.3 million in H1 2020), with a margin on revenue of 22.1%.
• Adjusted net profit of Euro 4.3 million, up 35.5% on Euro 3.2 million in H1 2020.
• Adjusted Net Financial Position presents a net debt of Euro 72.6 million, down from a debt of Euro 95.6 million at December 31, 2020, which also includes the IFRS16 effect for Euro 8.6 million (Euro 9.0 million in 2020). This decrease particularly reflects the capital increase carried out in June 2021 for Euro 25.0 million and good cash generation, despite capex expenditure of Euro 4.9 million, treasury share purchases for Euro 4.6 million, dividends for Euro 3.2 million and earnout and minority payments for Euro 2.4 million. This amount does not include the valuation of treasury shares in portfolio for approx. Euro 28.7 million at market value at June 30, 2021.

1For the definitions of EBITDA, Adjusted EBITDA, EBIT, Adjusted EBIT, Net Financial Position/Net Debt, Adjusted net profit, reference should be made to the "Alternative performance indicators" at the end of this Press Release.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

• H1 2021 myLoc figures2:
• • Adjusted Revenues of Euro 9.6 million;
  • Adjusted EBITDA of Euro 4.8 million, with a margin on revenue of 49.5%;
  • Adjusted EBIT of Euro 2.9 million, with a margin on revenue of 29.8%;

Milan, September 7, 2021 - The Board of Directors of WIIT S.p.A ("WIIT" or the "Company"; ISIN IT0004922826; WIIT.MI), a leading European player in the Cloud Computing market for enterprises demanding uninterrupted Hybrid Cloud and Hosted Private Cloud services for critical applications, meeting today approved the consolidated results at June 30, 2021, drawn up as per IFRS.

The Chief Executive Officer Alessandro Cozzi observed: "The excellent results for H1 2021 confirm the ongoing development of the Group companies - particularly in terms of margins. In addition to organic growth, I wish to highlight the increasing contribution of myLoc - both to revenues and margins. Consolidation of the German market continued with the acquisition of Mivitec in July 2021, confirming the high potential of this geographical area for value-addedservices, a key pillar of WIIT's offer. The commercial Pipeline continues to progress. In the January-Augustperiod, the best booking value for the last three years was reported, demonstrating that the WIIT offer continues to be well received by the market. In addition, today WIIT's Board of Directors approved the issue a Bond for a maximum amount of Euro 150 million, with the goal of optimising the sources of funding. These funds will also be used to support the Group's international expansion as part of the Cloud for Europe project".

* * *

H1 2021 Consolidated Results

The Group headed by WIIT (the "Group" or the "WIIT Group") reports consolidated adjusted revenues for H1 2021 of Euro 35.1 million, up significantly (+52.2%) on Euro 23.1 million in the first half of 2020.

This increase is driven by organic development, the contribution of myLoc, a focus on higher added value services, the winning of new customers, cross-selling to customers of acquired companies and the consolidation of these companies.

Consolidated Adjusted EBITDA in H1 2021 was Euro 14.2 million, up 72.8% on Euro 8.2 million in H1 2020, with a margin of 40.5%.

In H1 2021 WIIT's margin was 44.5%, compared to 42.9% for the year ended December 31, 2020,; with the margin of the subsidiary Matika S.p.A. also improving from 27.2% in 2020 to 33.2% in H1 2021, and that of Etaeria S.p.A. from 19.5% in 2020 to 22.2% in H1 2021. Adelante S.r.l.'s margin was 21.3%, substantially in line with the 21.1% reported for 2020 and up on 19.7% in Q1 2021. myLoc's margin was 49.5%, compared to 43.9% in 2020.

2 myLoc Management IT AG ("myLoc") - a company acquired on September 30, 2020.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

The adjustment to EBITDA for H1 2021 refers: for Euro 0.7 million to costs relating to the integration of the purchase price of 20% of the share capital of Matika S.p.A., for Euro 0.2 million to costs relating to stock option and stock grant plans and, to a lesser extent, to costs relating to M&A transactions.

Adjusted EBIT was Euro 7.8 million in H1 2021, +79.6% on Euro 4.3 million in H1 2020, with a 22.1% margin on revenue.

The adjustment to EBIT in H1 2021 concerns the aforementioned EBITDA adjustments and the value of amortisation and depreciation concerning the PPA (Purchase Price Allocation) for acquisitions for Euro 1 million.

Financial expenses were Euro 1.3 million, compared to Euro 0.5 million in the first half of 2020. The item mainly includes interests payable on loans for Euro 1 million, including the effect of the amortised cost of banking fees for Euro 0.5 million and leasing charges relating to the right of use of the electronic machines, property rental and vehicle hire for Euro 0.2 million. Other charges refer to the recognition of the economic effect of derivatives.

Adjusted net profit in H1 2021 was Euro 4.3 million, up 35.5% on Euro 3.2 million in H1 2020.

The Net Financial Position (debt), considering the IFRS 16 impact of approx. Euro -8.6 million in H1 2021, decreased from a debt of Euro 95.6 million at December 31, 2020 to a debt of Euro 72.6 million at June 30, 2021; this amount particularly reflects the capital increase carried out in June 2021 for Euro

25.0 million and the strong cash generation. This amount does not include the valuation of treasury shares in portfolio for approx. Euro 28.7 million at market value at June 30, 2021.

Strong cash flows were generated from operating activities in the first half of the year of Euro 11.9 million. Cash and cash equivalents were Euro 36.5 million and reflect the capital increase of Euro

25.0 million, Capex of approx. Euro 4.9 million3 in IT infrastructure related to new orders, the purchase of treasury shares for Euro 4.6 million, the payment of dividends for Euro 3.2 million and the payment of earnouts and of minorities for Euro 2.4 million.

H1 2021 significant events

On January 21, 2021, WIIT announced the five-year renewal of its existing contract with a leading international group in the business process outsourcing services sector for a total value of approx. Euro 6.9 million. The new scope of services also includes access to WIIT's "Smart Working as a service" platform for over 1,000 people.

On March 11, 2021, WIIT announced the four-years renewal of its existing contract with one of the main operators providing credit management services for a total value of approx. Euro 3.3 million.

On March 19, 2021, the Board of Directors of WIIT S.p.A. approved the statutory financial statements and the consolidated financial statements at December 31, 2020, drawn up as per IFRS - and the Directors' Report.

On May 5, 2021, the Shareholders' Meeting met in ordinary and extraordinary session and, among other matters, appointed the new Board of Directors and the new Board of Statutory Auditors for the 2021-2023 period. The Shareholders' Meeting also approved the 1:10 stock split of 2,652,066 ordinary shares (no par value) into 26,520,660 newly issued ordinary shares, having the same characteristics as the issued ordinary shares; this split operation was carried out on May 24, 2021.

3 Capex totals Euro 10.2 million, including Euro 4.3 million with an impact on the Net Financial Position and Euro 5.9 million relating to leasing contracts.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

On May 8, 2021, WIIT announced the positive conclusion of the placement of 2,100,000 WIIT ordinary shares, representing approx. 7.92% of the company's share capital (at that date and after the increase), carried out through an accelerated bookbuild offering to institutional investors. The majority shareholder WIIT Fin S.r.l. also participated in the transaction. Specifically: (i) WIIT placed 1,500,000 new shares resulting from the share capital increase (equal to approx. 5.66% of the shares issued); (ii) WIIT Fin S.r.l. sold 600,000 WIIT shares (equal to approx. 2.26% of the shares issued). The placement of the shares was made at a price of Euro 17.00 per share. Following the share capital increase, WIIT issued 1,500,000 ordinary shares for a total value of Euro 25,500,000.00. Following this transaction, WIIT's share capital amounts to Euro 2,802,066.00, comprising 28,020,660 ordinary shares, without nominal value. WIIT Fin S.r.l. retained 14,776,600 Company shares, maintaining legal control of the Company.

On June 24, 2021, the minority shareholders of Matika S.p.A. exercised the put option for the sale of their 20% shareholding in the company, as provided for in the option agreement signed as part of the transaction for WIIT's acquisition of 60% of the share capital of Matika S.p.A. The exercise value of the option was originally set at Euro 4.2 million. During the price determination phase, the Net Financial Position at December 31, 2020 was established as a reference. As this result was better than that forecasted at the acquisition date, an extra cost of Euro 0.722 million was added and recognised to the income statement. Payment of the option was settled 50% in cash and 50% through the use of treasury shares with a lock-up period of 12 months.

Subsequent events to H1 2021

On July 23, 2021, WIIT acquired a further 20% of the share capital of Etaeria S.p.A. following the exercise of the PUT option for the sale of the 20% first shareholding by A&C Holding S.r.l., as provided for in the option contract. The sale price for the 20% was set at Euro 1.273 million. The consideration was paid in cash.

On July 27, 2021, the acquisition was concluded of 100% of the share capital of Mivitech GmbH ("Mivitech"), a German cloud operator specialising in managed services for businesses, with registered office in Munich, through its German subsidiary myLoc managed IT AG. The transaction is designed to consolidate WIIT's presence in Germany and to enable increasing economies of scale with its subsidiary myLoc. Mivitech is an operator of modest size, but boasts proprietary data center, a significant client portfolio, value added services and a strategic geographic location. Munich is one of the country's most important business regions, and as such strengthens WIIT's strategic position in Germany. Based on an enterprise value of approx. Euro 4 million, equivalent to 8 times 2020 EBITDA, the initial price was set at approx. Euro 4.5 million, and will be adjusted on the basis of the December 31, 2021 figures. The transaction was concluded with the signing of a binding agreement for the purchase of 100% of the share capital of Mivitec. 70% of the initial price was paid in cash on July 27, 2021, while the remaining 30% is held as a guarantee against the price adjustment to be carried out following the approval of Mivitech's 2021 annual financial statements. Should performance be lower than expected, the final price may be reduced by up to 50% of the initial price.

COVID-19 update and Outlook

Despite the ongoing effects and concerns on the social and economic repercussions of the pandemic, 2021 is expected to mark a year of significant revenue and margin growth for WIIT, thanks to a business model based on multi-year orders and recurring revenues, in addition to the excellent

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

market positioning of the WIIT Group's Cloud services, which are key to the digital transformation of businesses.

Group operations continue in terms of marketing activities to build the brand, supported also by the launch of the new logo and an innovative advertising campaign.

Strong interest is evident once again in 2021 not only for the Hybrid Cloud services, but also the smart working and cyber security services provided through the WIIT Cloud platform by existing and new customers.

The variety of sectors in which the Group operates and its good financial standing, in addition to its access to liquidity (also considering the treasury shares in portfolio) and lines of credit approved by credit institutions but not drawn down are elements of further solidity.

The WIIT Group continues to monitor the developing situation in order to minimise its social and workplace health and safety impacts, in addition to the operating, equity and financial situation, by drawing up and rolling out flexible and timely action plans.

Non-convertible bond

The Board of Directors also approved the issue of a senior, non-convertible, unsubordinated and unsecured bond (the "Bond") for a maximum nominal amount of Euro 150 million.

The issue of the Bond is subject to, inter alia, the necessary approvals by the Central Bank of Ireland (CBI) for the publication of the prospectus and the listing of the relative Bonds (the "Bonds"), and by Euronext Dublin and Borsa Italiana S.p.A., and to the success of the Bond offer, also taking into account market conditions.

The resolution provides that the Bond shall have a term of five years from the date of issue, a fixed interest rate of not less than 2% on an annual basis, and repayment at par at maturity, save for certain limited early repayment options, that shall also be subject to, inter alia, compliance with covenants relating to the assumption of new indebtedness in line with market practice and that the Bonds are issued at a price equal to 100% of their nominal value, with a denomination of Euro 1,000. The proceeds of the Bond are expected to be used to refinance part of the existing indebtedness and for general corporate needs, including the financing of potential acquisition transactions. It is also envisaged that, subject to the issue of the necessary authorisations, the Bonds will be admitted to listing on the Regulated Market of the Official List of the Irish Stock Exchange - Euronext Dublin, with a dual listing also on the MOT Bond market organised and managed by Borsa Italiana S.p.A.

For the purposes of the aforementioned public offering and listing of the Bonds, it is envisaged the publication of a prospectus, which shall be approved by the Central Bank of Ireland (CBI). The prospectus will then be "passported" to Italy according to the applicable regulations. Once approved, the prospectus will be available, inter alia, in the appropriate section of the Company's website.

Equita S.I.M S.p.A. will act as the placement agent and specialist in buying the Bonds.

Subject to the required approvals and compatibly with market conditions, the launch of the Bond offer is expected to occur by the end of September 2021. The opening and closing dates of the offer period will be indicated in the prospectus upon approval and communicated through a press release. Additional details will be provided once the operation begins.

* * *