SG S p A : Company Società Benefit S.p.A. – Notice of Option Offer

NOTICE OF OPTION OFFER

PURSUANT TO ARTICLE 2441, PARAGRAPH 2, OF THE ITALIAN CIVIL CODE OF A MAXIMUM OF 6,172,544 ORDINARY SHARES OF SG COMPANY SB SPA

Milan, 26 November 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), following the announcement made on 20 November 2021, announces that the Notice of the Rights Offering, available on the Company's website (SG Company - The Bod determines the final conditions for the capital increase) has been filed with the competent Companies' Register and the text of which is reproduced in full.

OFFER UNDER OPTION

OF A MAXIMUM OF 6,172,544 ORDINARY SHARES SG COMPANY SB SPA

Pursuant to Article 2441, paragraph 2, of the Italian Civil Code

WHEREAS:

1. On 20 November 2021, the Extraordinary Shareholders' Meeting of SG Company SB S.p.A. ("SG" or the "Company") resolved to increase the company's share capital, for cash and in divisible form, for a maximum total amount of € 1,500,000, including share premium, to be paid in cash, through the issue of ordinary shares, with no indication of nominal value and regular dividend rights, to be offered as an option to shareholders holding ordinary shares in proportion to the number of shares held, according to Article 2441, paragraphs 1, 2 and 3 of the Italian Civil Code. (the "Capital Increase"). The Capital Increase must be subscribed by and no later than 31.03.2022 and fully paid-in at the time of subscription, it is understood, however, that if not fully subscribed by the aforementioned deadline, the Capital Increase will remain firmly within the limits of the subscriptions collected by that date;
2. On 23 November 2021, the resolution was registered with the competent office of the Milan Monza Brianza Lodi Companies' Register;
3. The Board of Directors of the Company, which met on 24 November 2021 (meeting started the previous day), resolved the final terms of the Capital Increase, namely the issue of a maximum of 6,172. 544 ordinary shares, with no indication of nominal value and regular dividend rights, having the same characteristics as those outstanding, for €0.20, of which €0.05 is share capital and the remaining €0.15 is share premium, with a maximum offering value of €1,234,508.80.

All of the above

SG Company Società Benefit S.p.A.

offers in option

according to Article 2441(2) of the Italian Civil Code, up to a maximum of 6,172,544 ordinary shares of the Company, with no indication of nominal value and regular dividend rights, with the same characteristics as those outstanding (the "New Shares"); the New Shares are offered to all existing shareholders in proportion to the shares held (the "Offer").

Price of the New Shares: the subscription price of each New Share is Euro 0.20 each, of which Euro

0.05 is share capital and the remaining Euro 0.15 is share premium ("Offer Price"); the maximum counter value of the Offer is Euro 1,234,508.80.

Characteristics of the New Shares: the New Shares will be without any indication of nominal value and will have the same characteristics and will grant the same administrative and patrimonial rights as the SG Company shares in circulation at the date of their issue; they will have regular dividend rights and will be traded, like those already in circulation, on Euronext Growth Milan, a multilateral trading system organized and managed by Borsa Italiana S.p.A. with the same ISIN code IT0005337172 as the ordinary shares of the Company currently in circulation.

Offer Period: The option rights ("Option Rights") valid for the subscription of the New Shares must be exercised on pain of forfeiture, from 29 November 2021 to 16 December 2021, inclusive (the "Option Period") and will be negotiable on the EGM from 29 November 2021 to 10 December 2021, inclusive. The Rights to subscribe for the New Shares will be made available to those entitled thereto through Monte Titoli S.p.A. The Rights to subscribe for the New Shares have been assigned the ISIN code IT0005467664. The ex-dividend date of the relevant option rights is 29 November 2021. The coupon representing the options right is number 5. Acceptance of the Offer must be made by signing the forms specifically prepared by the authorized intermediaries belonging to the centralized management system of Monte Titoli S.p.A., with whom the Rights are deposited. The intermediaries will be required to give the relevant instructions to Monte Titoli no later than 2.00 p.m. on 16 December 2021. Therefore, each subscriber must submit a specific subscription request by the methods and within the time limit communicated to him by his depository intermediary to ensure compliance with the above deadline. Subscription to the Offer will be irrevocable and may not be subject to conditions.

Payment and delivery of the New Shares: full payment for the New Shares must be made at the time of their subscription to the authorized intermediary to which the subscription request is submitted and following the terms and procedures indicated in the subscription form; no additional charges or expenses are envisaged by the Issuer for the applicant. The New Shares subscribed by the end of the Option Period, together with the related Warrants, will be credited to the accounts of the intermediaries belonging to the centralized management system managed by Monte Titoli at the end of the settlement phase on the last day of the Option Period, with availability on the same date. After the deadline of 16 December 2021, the Option Rights not exercised by the end of the Option Period will be offered on the Stock Exchange, with ISIN code IT0005467672, in the sessions that will be communicated to the market in due time, according to Article 2441(3) of the Italian Civil Code.

This notice is simultaneously filed with the Companies Register of Milan Monza Brianza Lodi according to Article 2441, paragraph 2, of the Italian Civil Code.

Milan, 26 November 2021

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 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 on 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 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]
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