DIGITAL360: registration of capital increase resolutions

Referring to the press release published on 14 October 2021 concerning the partial exercise by the Board of Directors of the proxy conferred by the Extraordinary Shareholders’ Meeting on 23 January 2020 to resolve on (i) a paid capital increase, in divisible form, for an amount, including share premium, of equal to Euro 399,996.00, by issuing no. 97.560 ordinary shares, with no indication of nominal value, having the same characteristics as the ordinary shares in circulation at the issue date, with the exclusion of option rights pursuant to Art. 2441, Paragraph 5, of the Italian Civil Code, at an issue price of Euro 4.10 per share, of which Euro 0.10 to be allocated to capital and Euro 4.00 as a share premium, and reserved for subscription by Maria Grazia Bruschi and Marco Franceschi, as sellers of a stake representing 51% of the share capital of Imageware S.r.l. and Hi-Comm S.r.l. (“Imageware Capital Increase“) and (ii) to increase the share capital for cash, in a divisible manner, for an amount, including share premium, equal to Euro 326,999.60, through the issue of 79,756 ordinary shares, with no indication of nominal value, having the same characteristics as the ordinary shares in circulation at the issue date, excluding option rights pursuant to art. 2441, paragraph 4, of the Italian Civil Code, at an issue price of Euro 4.10 per share, of which Euro 0.10 to be attributed to capital and Euro 4.00 as share premium, and reserved to G.M.S. 83 – General Management Services S.r.l. (“GMS“) and to be paid through the contribution of 10% of the share capital of ICT LAB S.r.l. (“ICTLab”). (“ICTLab”) held by GMS (“ICTLab Capital Increase“), informs that, today, the aforementioned resolution of the Board of Directors has been registered.

Upon completion of filing the certificate pursuant to Article 2444 of the Italian Civil Code, the company will notify pursuant to Article 25 of the Regulation on Issuers Euronext Growth Milan(formerly AIM Italy), the new composition of the Issuer’s share capital. This is in reference to the Imageware Capital Increase.

With reference to the ICTLab Capital Increase, please note that today starts the period of 30 days in favour of the shareholders who represented at the date of the Resolution, and represent at today’s date, at least one twentieth of the share capital (in the amount prior to the aforementioned increase), pursuant to Art. 2443, Paragraph 4, of the Italian Civil Code, to request to proceed to a new assessment of the contribution of the share representing 10% of the share capital of ICT LAB held by GMS. The effectiveness of the ICTLab Capital Increase is subject to the above. In the absence of such request within the above term, the Company will proceed to file, together with the certificate pursuant to Art. 2444 of the Civil Code, the declaration provided for in Art. 2343 quater, third paragraph, letter D).