Digital Bros

AGM Information • Oct 26, 2022

PRESS RELEASE

DIGITAL BROS S.P.A. SHAREHOLDERS' GENERAL MEETING

APPROVAL OF THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR 2021-2022

€0.18 SHARE DIVIDEND DISTRIBUTION

APPROVAL OF THE SECOND SECTION OF THE REMUNERATION REPORT

AUTHORIZATION FOR THE PURCHASE AND NEGOTIATION OF TREASURY SHARES

Milan, October 26 th , 2022 - The Shareholders' Meeting of Digital Bros Group, listed on the Euronext STAR segment of Borsa Italiana, member of Euronext Tech Leaders and operating in the videogames market, today approved the Financial Statements for the fiscal year 2021/2022 (July 1 st , 2021 – June 30th , 2022).

Digital Bros Group's key consolidated results for the fiscal year 2021/2022 are as follows:

• Consolidated gross revenue of Euro 132,238 thousand, compared to Euro 150,703 thousand as of June 30th, 2021 (-12.3% YoY);
• EBITDA of Euro 54,128 thousand (40.9% of consolidated gross revenue), compared to Euro 57,796 thousand as of June 30th, 2021 (-6,3% YoY);
• EBIT of Euro 35,960 thousand (27.2% of consolidated gross revenue), increased by 17.7% compared to Euro 30,549 thousand as of June 30th, 2021;
• Profit before tax of Euro 40,161 thousand, increased by 15.4% compared to Euro 34,814 thousand as of June 30th , 2021;
• Net profit increased to Euro 28,656 thousand, compared to Euro 31,936 thousand as of June 30th, 2021;
• Net financial position of Euro 3,707 thousand, decreasing from Euro 38,246 thousand as of June 30th, 2021 by Euro 34,539 thousand as of June 30th, 2021 (Euro 9,727 thousand post IFRS 16 adjustments).

As of June 30th, 2022, the gross revenue of the Parent Company Digital Bros S.p.A. amounted to Euro 9,235 thousand, down by 3.5% compared to Euro 9,569 thousand realized in the previous fiscal year. Net profit amounted to Euro 7,325 thousand compared to the net profit of Euro 8,433 thousand as of June 30th, 2021.

RESOLUTIONS OF THE SHAREHOLDERS' GENERAL MEETING

DIVIDEND PER SHARE

The Shareholders' Meeting approved the payment of a dividend of Euro 0.18 per share, amounting to a total consideration of Euro 2,568 thousand approximately. The dividend will have a payment date of December 7 th, 2022, with the exclusion of treasury shares held, by clipping coupon no. 12 on December 05 th, 2022 and record date on December 06 th, 2022, in accordance with the Borsa Italiana calendar.

The Shareholders' Meeting resolved to keep the remaining profit of Euro 4,757 thousand as part of the retained earnings.

REMUNERATION REPORT

The Shareholders' Meeting voted in favour of the Second Section of the Remuneration Report pursuant to art. 123-ter (6) of the Legislative Decree no.58 of February 24th, 1998 ("T.U.F.").

The Remuneration Report is available on the Company's website www.digitalbros.com in the "Governance/Shareholders' Meeting" and "Governance/Remuneration" sections.

AUTHORIZATION TO PURCHASE AND DISPOSE OF TREASURY SHARES

The Shareholders' Meeting authorized the Board of Directors to purchase and dispose of treasury shares up to a maximum of 10% of the existing share capital, for a period not exceeding 18 months from the date of the Shareholders' resolution, pursuant to Art. 2357-2357-ter of the Italian Civil Code and Art. 132 of the T.U.F..

The purchase will be in compliance with the provision of the Law, in particular Art. 132 of the T.U.F., Art.144-bis of Consob regulation 11971/99, and potentially pursuant to the Delegated Regulation (EU) no.1052/2016 and Art.13 of the Regulation (EU) no.596/2014.

The purchase shall be made for the purposes provided by the Law, which include:

• market liquidity and efficiency;
• retention for future purposes including consideration in extraordinary transactions through the exchange of shares, contribution or other act of disposition with other subjects, shares at the service of convertible bonds also including the convertible bonds with warrants; and
• use in compensation plans based on financial instruments in favor of the Group directors, employees or contractors pursuant to Art. 114-bis of the T.U.F., as well as the shares allocation to Shareholders.

The Shareholders' Meeting has also resolved:

• to override the previous resolution authorizing the purchase and disposal of treasury shares dated October 27 th, 2021;
• that the purchases will take place at a unitary consideration not lower than the official price recorded on the stock market in the trading session of the day before each single operation, decreased by 20% and not higher than the official price recorded on the stock market in the trading session of the day before each single operation, increased by 10%, in compliance Art. 5 of EU Regulation no.596/2014 and Art. 3 of Delegated Regulation (EU) no.1052/2016;
• to authorize the Board of Directors to dispose in whole and/or in part, without time limits, of the treasury shares purchased pursuant to Art. 2357-ter of the Italian Civil Code, setting the price and the rules of disposal and making any accounting booking necessary or appropriate, in compliance with the applicable Law and accounting standards;
• to entrust the Board of Directors (and on its behalf to the Chairman and CEO) with the appropriate powers to purchase, sell, exchange and transfer treasury shares, to implement the above resolutions even through a legal representative, signing the executive instructions of the relative purchase programs, including buy-back plans pursuant to the Delegated Regulation (EU) no. 1052/2016, in compliance with any competent authorities' requirements.

As of June 30th , 2022, Digital Bros S.p.A. did not hold any treasury shares, and no transactions have been performed in the period.

This press release is available on the websites www.digitalbros.com and .

ART. 154-BIS OF THE T.U.F.

As required by paragraph 2, Art. 154-bis of the T.U.F., Digital Bros Group's Chief Financial Officer, Stefano Salbe, declares that the information contained in this press release corresponds to the Group's underlying documents, books and accounting records.

DIGITAL BROS GROUP

Listed on the Euronext STAR segment of Borsa Italiana, Digital Bros Group is a global company that has been operating since 1989 as a developer, publisher and distributor of videogames through its brand 505 Games. The Group distributes its contents on both retail and digital channels. Digital Bros Group is active around the world through its own direct operations in Italy, United States, UK, France, Spain, Germany, Czech Republic, China, Japan, Australia and Canada with approximately 379 employees.

For further information please contact: Digital Bros S.p.A. Stefano Salbe - CFO Tel. + 39 02 413031 ir@digitalbros.com