Growens S p A : Consolidated financial statements as at 30/06/2023

Consolidated Half-Year Report as at 30 June 2023

Financial statements prepared in accordance with IAS/IFRS accounting standards - Figures in Euro -

Consolidated Half-Year Report

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Consolidated Half-Year Report

Corporate Bodies

Board of Directors

(Expiry of terms for approval of the financial statements as at 31 December 2025)

Board of Statutory Auditors

(Expiry of terms for approval of the financial statements as at 31 December 2025)

Independent auditing company

(Expiry of terms for approval of the financial statements as at 31 December 2025)

BDO Italia S.p.A.

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Consolidated Half-Year Report

1. Growens Group

The Growens Group (hereinafter also referred to as "Growens Group" or "Group") is an operator active in two main business areas:

1. Software-as-a-Service("SaaS"), comprising the development and marketing of Cloud services, with a wide range of solutions offered to its customers, with a focus on content design and data-driven and multi-channel marketing automation. These services are performed respectively by the subsidiaries Beefree, which operates with over 1 million free users, more than 9,400 customers and over 1,000 applications, and Datatrics, which operates a predictive marketing platform based on artificial intelligence algorithms;
2. Communication Platform as-a-Service ("CPaaS"), through its subsidiary Agile Telecom, which develops and sells technologies for the mass sending of SMS, for marketing and transactional purposes, with over 370 direct connections to B2B operators.

At consolidated level, the Group operated in more than 150 countries and is present with its offices on three continents with a staff of over 200 employees.

On 13 July 2023, Growens finalised the sale of the Group-owned Email Service Provider business unit through the sale of its wholly-owned (fully consolidated) shareholdings in MailUp S.p.A. (formerly Contactlab S.p.A.), Acumbamail S.L., MailUp Nordics A/S and its subsidiary Globase International A.p.S. (collectively, the "Email Service Provider" business) to TeamSystem S.p.A. for a consideration of Euro 76.7 million. This line of business operated with over 9,500 direct customers via the SaaS MailUp platform, a multi-channel (email, newsletter, SMS and messaging apps) cloud computing system for the professional management of digital marketing campaigns.

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Consolidated Half-Year Report

Growens Group structure

Below is the organizational structure of the Group as at 30 June 2023:

Compared to the configuration as at 31 December 2022, the Group underwent important changes (shown above on the right-hand side of the participation chart) as a result of extraordinary transactions that took place in 2023, namely:

• on 3 February 2023, Growens announced the signing of a binding agreement to sell the Growens business unit MailUp and its shareholdings in Contactlab S.p.A. (now MailUp S.p.A.), Acumbamail S.L., MailUp Nordics A/S and its subsidiary Globase International A.p.S. (collectively, the "Email Service Provider" or "ESP" businesses) to TeamSystem S.p.A. for a total consideration of Euro 70 million on a cash/debt free basis, subject to any price adjustments to be calculated downstream of the transaction on the final values of the companies sold. The agreement also provides for the prior transfer by Growens of the business unit MailUp (including the shareholding in MailUp Nordics/Globase) into Contactlab S.p.A renamed MailUp S.p.A.;
• on 7 June 2023, the extraordinary shareholders' meeting of Contactlab resolved, inter alia, to: (i) increase its share capital by a total of Euro 708,309, including nominal value and share premium, to be paid through the contribution of the MailUp business unit (with the issue of 271,428 new shares); and (ii) change its company name to "MailUp S.p.A.". On 30 June 2023, Growens, in execution of the binding agreement signed with TeamSystem, transferred the aforementioned business unit to MailUp S.p.A., effective as of 11:59 p.m. of the same day, resulting in the subscription and full release of the capital increase;
• on 13 July 2023, following the closing of the transaction agreed with TeamSystem, the sale of the Growens Email Service Provider business unit MailUp and of the shares held in Contactlab S.p.A., Acumbamail S.L., MailUp Nordics A/S and its subsidiary Globase International A.p.S. to TeamSystem S.p.A. was finalised for a total consideration of Euro 76.7 million;
• on 2 August 2023, the repurchase of a 1.67% stake (87,500 shares) in the share capital of Bee Content Design Inc. from Massimo Arrigoni for a total consideration of Euro 0.67 million, thus raising the Group's shareholding percentage from 95.24% to 96.9%.

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