Wiit S p A : Board Of Directors has approved the results of the Group at 30th September 2020

PRESS RELEASE

BOD of WIIT S.p.A. approves 9M 2020 results (1)

The strong increase in sales is confirmed, +47.3% on 9M 2019, driven by organic growth, the focus on higher value-added services and, in particular, the new Cyber Security contracts and cross-selling on customers of the acquired companies

Adjusted EBITDA up 30.3% on 9M 2019, with margin of companies acquired further

improving

Significant cash generation in 9M 2020

Acquisition of 100% of MyLoc closed in Germany in support of future development,

confirming the Group's international expansion strategy

Rating of 14.3, equivalent to "Low" ESG risk, for WIIT in September 2020 from Sustainalytics,

one of the leading ESG rating agencies

Commercial pipeline expands to support 2020 results

The WIIT Group reports for 9M 2020:

• Adjusted consolidated revenues of Euro 34.8 million (Euro 23.7 million in 9M 2019), up by 47.3% on 9M 2019; increase driven by organic growth, a focus on higher added-value services, increasing cross-selling on customers of acquirees, consolidation of acquirees and a continually expanding cloud services market;
• Consolidated Adjusted EBITDA of Euro 12.4 million (Euro 9.5 million in 9M 2019), up 30.3% on same period of the previous year, thanks to the concentration on Cloud services, the degree of optimisation of process and operating services organisation, cost synergies, and the ongoing improvement in the margin of acquirees; revenue margin of 35.7%;
• Consolidated Adjusted EBIT of Euro 6.4 million (approx. Euro 5.0 million in 9M 2019), up by 29.6% on the same period of the previous year, with a revenue margin of 18.5%;
• Adjusted net profit of Euro 4.3 million (Euro 5.3 million in 9M 2019; this amount also included the Patent Box effect for Euro 1.0 million);
• Net Financial Position (excluding impact from application of IFRS 16 of approx. Euro 9.2 million): net debt of Euro 83.9 million (Euro 20 million at December 31, 2019), an amount that primarily includes the debt for the MyLoc acquisition of approx. Euro 49 million. It does not include the valuation of the treasury shares in portfolio, quantified at approx. Euro 23.7 million at market value at September 30, 2020;
• In September 2020, Sustainalytics, one of the most authoritative ESG rating agencies, assigned WIIT a rating of 14.3, equivalent to "Low" ESG risk, the second notch on a five-level scale ranging from Negligible to High.

(1) 9M 2020 results do not include the results of the company MyLoc, acquired on September 30, 2020. For the definitions of EBITDA, Adjusted EBITDA, EBIT, Adjusted EBIT, Net Financial Position/Net Debt, Adjusted Revenues, Adjusted net profit, reference should be made to the "Alternative performance measures" at the end of this Press Release.

• COVID-19update:
• • given the recurring nature of WIIT's revenues no significant repercussions on the 2020 operating and financial performance are expected and the results for the first nine months of the year confirm this.

Milan, November 12, 2020 - The Board of Directors of WIIT S.p.A ("WIIT" or the "Company"; ISIN IT0004922826; WIIT.MI), a leading Italian player in the Cloud Computing market of enterprises demanding uninterrupted Hybrid Cloud and Hosted Private Cloud services for critical applications, meeting today, discussed and approved the consolidated results at September 30, 2020, drawn up as per IFRS.

Chief Executive Officer Alessandro Cozzi observed: "The results in the first nine months of the year confirm the Group's strong growth across all financial indicators and the EBITDA of its subsidiaries is constantly rising, driven by upselling and cross-selling to existing customers and constant synergies.

We are beginning to see new contracts with the customers of acquirees, particularly in the case of Etaeria, along with increasing demand for cyber-security services provided through our cloud platform, including from new customers.

We are very satisfied with the acquisition of MyLoc, which marked the first step in our expansion outside Italy. In the first month of our collaboration with the company's top management, we are already seeing the potential offered by this transaction, in terms of both growth and cost synergies tied to certain software programs developed by MyLoc that can be used within the Group, relating in particular to automation of the process of managing the cloud platform and billing for Etaeria. Finally, we confirm the expectations for the end of the current year, in terms of both consolidated revenues and consolidated Adjusted EBITDA, thanks to a constantly growing commercial pipeline, and we continue to evaluate additional M&A opportunities, particularly abroad."

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9M 2020 Consolidated results

Adjusted consolidated revenues in 9M 2020 totalled Euro 34.8 million, up 47.3% on the same period of the previous year. This increase was mainly driven by organic development with upselling on existing customers, cross-sellingwith the acquirees, particularly Etaeria, increasing demand for cyber- security services, including from new customers, and the acquisition of new customers.

Consolidated Adjusted EBITDA in 9M 2020 was Euro 12.4 million (+30.3% on 9M 2019), compared to Euro 9.5 million in 9M 2019, with a margin of 35.7%.

WIIT reported an EBITDA margin of 45.3% in 9M 2020, essentially in line with its margin in 2019 and an improvement on the first nine months of the previous year (44.9%). The gradual and substantial improvement in Adelante's margin continues, increasing from 17.7% in 9M 2019 to 22.1% in 9M 2020, and of Matika, which increased from 25.6% in 2019 to 27.8% in the 9M 2020. The margin of Etaeria was 20.5% in 9M 2020. This progression follows the Group's concentration on Cloud services, reduced low added-value product revenue, optimised process and operating services organisation, and cost synergies across all subsidiaries.

The adjustment to EBITDA for 9M 2020 concerns the positive effect of Euro 0.4 million from the tax credit and for Euro 2.1 million non-recurring costs for acquisitions.

Adjusted EBIT was Euro 6.4 million in 9M 2020, growing 29.6% on approx. Euro 5.0 million in 9M 2019, with a 18.5% revenue margin, despite an increase in amortisation, depreciation and write-downs of Euro 1.4 million on 9M 2019 to Euro 6.0 million.

Adjusted net profit was Euro 4.3 million in 9M 2020, compared to Euro 5.3 million in 9M 2019. In the previous year, the "Patent Box" tax credit for previous years was recognised for Euro 1.0 million.

The Net Financial Position (debt), considering the IFRS 16 impact of approx. Euro -9.2 million in 9M 2020, increased from Euro -25.8 million at December 31, 2019 to Euro -93.1 million at September 30, 2020. This amount includes, in particular, the debt for the acquisition of MyLoc at the end of September of approx. Euro 55 million (including the IFRS 16 and bank fees) and the acquisition and the earn outs relating to Etaeria S.p.A. and the Aedera business for a total of Euro 13 million, concluded in January 2020.

In order to fund the acquisition of myLoc Managed IT AG, in addition to own funds of approx. Euro 1 million, the parent company WIIT signed with Intesa Sanpaolo S.p.A. and Banco BPM S.p.A. an amendment to the loan contract in place, in accordance with which an additional credit line for a maximum Euro 50 million at substantially similar terms and conditions to the other existing lines was issued.

Strong cash flows were generated from operating activities in the first nine months of the year, totalling approx. Euro 10.8 million. Cash and cash equivalents were approx. Euro 17.7 million, despite CAPEX of approx. Euro 6.4 million in IT infrastructure related to new orders and the payment of dividends for approx. Euro 4.1 million.

In execution of the Shareholders' Meeting motion of April 29, 2020, on September 4, the buy-back plan began for the purchase on the market of ordinary WIIT shares. During the period, 12,620 shares for an amount of approx. Euro 2 million were purchased.

The value of treasury shares at September 30, 2020 not included in the calculation of the net financial position was approx. Euro 23.7 million.

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Significant events during the year

On January 7, 2020 the Company signed a loan contract for a maximum Euro 40 million - then reduced to a maximum Euro 32.5 million with the amendment of September 17, 2020 - with a banking syndicate comprising Banca IMI S.p.A. (now Intesa Sanpaolo S.p.A.), as arranger and agent bank, and Intesa Sanpaolo S.p.A. and Banco BPM S.p.A. as lending banks.

The loan, principally to support the WIIT Group's acquisition-led growth strategy on the Italian and international market and investment plan, stipulates the following key terms and conditions:

• the composition of the loan as (i) an amortising credit line for a maximum Euro 15 million, with maturity of December 31, 2025, of which a first drawdown of Euro 5 million was issued on January 9, 2020; (ii) a bullet credit line of a maximum Euro 15 million, with maturity of June 30, 2026, of which a first drawdown of Euro 5 million was issued on January 9, 2020; and (iii) an amortising credit line for a maximum Euro 10 million, with maturity of December 31, 2024, of which a first drawdown of Euro 2.5 million was issued on May 21, 2020 and with regards to which the parties, through the amendment of September 17, 2020, agreed to reduce the amount available to this amount, cancelling the residual;

• an annual interest rate based on the reference Euribor and an increasing or decreasing variable margin according to the change in the NFP/EBITDA ratio;
• EBITDA/net financial charges and NFP/EBITDA covenants, which at the date of this press release have been complied with;
• the pledging, in favour of the lending banks, of the holdings representing the share capital of certain target companies acquired by WIIT in execution of its growth strategy.

In accordance with best market practice, the loan contract in addition contains provisions concerning, among others, mandatory early settlement events, conditions on disbursements, declarations and guarantees, limitations on debt and corporate transactions, in addition to dividend distribution limits.

On January 15, 2020, following the agreement signed on December 20, 2019, WIIT S.p.A. signed agreements for the gradual acquisition of 100% of the share capital of Etaeria S.r.l. ("Etaeria"), a Kelyan Group company providing cloud and cyber security services, in addition to the acquisition of the Aedera S.r.l. (Kelyan Group) business, provider of IT services and solutions for the digitalisation of companies in SAAS mode (the "Aedara business").

The agreements stipulate the initial acquisition of a 60% majority holding in Etaeria for consideration of approx. Euro 3.5 million, in addition to the variable price component subject to the achievement of the 2019 full-year earnings objectives. The acquisition of the Etaeria shares also involves the payment of an advance for the acquisition of the residual 40%, for which put and call options are stipulated, to which variable price components are linked ("earn out"), subject to the achievement of set Etaeria earnings objectives.

In relation to the Aedera business unit, the estimated consideration on closing amounted to approx. Euro 1.4 million, in addition to the variable price component (earn out) for approx. Euro 0.9 million, subject to the achievement of the result objectives by the Aedera business unit in the 2019-2022 period.

On May 4, 2020, the company obtained from the Ministry for Economic Development the tax credit recognised to SME's for consultancy costs incurred from January 1, 2018 until December 31, 2020 for their listing on a regulated market. The tax credit for Euro 403,049.00 shall be used according to the means set out in Article 7 of the Ministerial Decree of April 23, 2018. This credit has been included in the financial statements.

On May 21, 2020, a tranche of the loan signed on January 7, 2020 was issued for Euro 2.5 million.

On September 19, 2020, WIIT S.p.A. signed an agreement for the purchase of 100% of the share capital of myLoc managed IT AG ("myLoc"), a German provider of cloud and colocation services for businesses and individuals. myLoc has a proprietary data center located in Düsseldorf, operates on the German market, providing colocation, managed hosting, private and public cloud and server hosting services. myLoc's share capital was fully-held by Virtual Minds AG, a subsidiary of ProSiebenSat.1 Media SE. The acquisition price was fixed at approx. Euro 50 million, calculated according to the enterprise value of myLoc. The closing of the transaction took place on September

30. In order to fund with transaction, WIIT signed with Intesa Sanpaolo S.p.A. and Banco BPM S.p.A. an amendment to the loan agreed on January 7, 2020, in accordance with which, among others, an additional credit line for a maximum Euro 50 million was issued at substantially similar terms and conditions to those applied to the other existing lines.

Subsequent events

No significant events arose subsequent to the end of Q3 2020.