Dominion Hosting Holding (DHH)

Share Issue/Capital Change • Dec 18, 2025

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Informazione Regolamentata n. 20088-65-2025

Data/Ora Inizio Diffusione 18 Dicembre 2025 17:40:10 Euronext Growth Milan

Societa' : DHH

Utenza - referente : DOMINIONN02 - Giandomenico Sica

Tipologia : REGEM; 3.1

Data/Ora Ricezione : 18 Dicembre 2025 17:40:10

Data/Ora Inizio Diffusione : 18 Dicembre 2025 17:40:10

Oggetto : The Board of Directors of DHH approves a

capital increase reserved for institutional

investors

Testo del comunicato

The Board of Directors of DHH approves a capital increase reserved for institutional investors

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The Board of Directors of DHH approves a capital increase reserved for institutional investors

The placement reserved for institutional investors has been launched through accelerated bookbuilding of a maximum of 300.000 newly issued shares resulting from the capital increase to service the base offer and a maximum of 30.000 shares offered for sale by Matija Jekovec, as well as an additional maximum of 134.000 newly issued shares to service the discretionary increase option.

Milan, 18 December 2025. DHH S.p.A. (DHH.MI) (ISIN shares IT0005203622 | ISIN warrants IT0005645541) ("DHH" or "Company") announces that the Company's Board of Directors, meeting today at the notary's office, has resolved, with the favorable opinion of the Board of Statutory Auditors, to partially execute the mandate conferred upon it by the Extraordinary Shareholders' Meeting on April 29, 2025, pursuant to Article 2443 of the Italian Civil Code, increasing the share capital, against payment and in divisible form, for a maximum nominal amount of Euro 43.400, plus a maximum share premium of Euro 9.938.600, and therefore for a total maximum amount of Euro 9.982.000, with the exclusion of option rights pursuant to Article 2441, paragraph 5, of the Italian Civil Code ("Capital Increase"), to be offered for subscription by December 31, 2025.

The Capital Increase will be carried out through the issue of a maximum of 434.000 new ordinary shares of the Company, without par value, of which 134.000 shares to service the discretionary increase option to cover any over-allocations following the sale of the MJ Sale Shares (as defined below) having the same characteristics as those already in circulation on the date of issue, with regular dividend rights ("New Shares").

In this context, shareholder and director Matija Jekovec ("Selling Shareholder") has expressed his interest in participating in the Placement by selling up to 30.000 DHH shares held by him (equal to 0,57% of the Company's share capital, pre-increase) ("MJ Sale Shares").

The New Shares and MJ Sale Shares will be offered for subscription and sale, respectively, through an accelerated bookbuilding procedure reserved for Italian and/or foreign qualified investors, as defined in Article 2, letter e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017, as well as to foreign institutional investors pursuant to Regulation S of the United States Securities Act of 1933 ("Institutional Investors"), at a price per share of Euro 23,00, of which Euro 0,10 is share capital and the remainder is share premium ("Placement").

The Capital Increase aims to quickly and efficiently raise the resources necessary to support the Company's growth and development projects. More specifically, the Capital Increase would enable the Company to seize market opportunities in a timely manner, ensuring the availability of financial resources to pursue its strategic objectives, as well as to develop both the projects already included in

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the business plan and any additional growth initiatives that may arise in the future, including any external expansion projects through M&A transactions consistent with the Company's industrial strategy.

The accelerated bookbuilding process will begin immediately. DHH and the Selling Shareholder reserve the right to close the Placement early. The results of the Placement will be communicated promptly at the end of the accelerated bookbuilding process.

As part of the transaction and in line with market practice for similar transactions, the Company and the Selling Shareholder (for any DHH shares in its possession at the end of the Placement) have entered into lock-up agreements with the Sole Bookrunner for a period of 180 days from the closing date of the Placement.

The New Shares will be admitted to trading on Euronext Growth Milan on the same terms as the shares already in circulation and in compliance with applicable laws and regulations.

The explanatory report prepared by the Board of Directors pursuant to Article 2441, paragraph 6, of the Italian Civil Code and the fairness opinion of the Board of Statutory Auditors prepared pursuant to the same article will be made available to the public on the Company's website www.dhh.international.

The offer of shares as part of the Placement will be exempt from the preparation and publication of a prospectus relating to the subscription offer pursuant to the exemption referred to in Article 1, paragraph 4, letter a) of the Prospectus Regulation. Furthermore, it should be noted that the Capital Increase does not require the publication of an admission document pursuant to Article 27 of the Euronext Growth Milan Issuers' Regulations.

In the context of the Placement, Intermonte SIM S.p.A. is acting as Sole Bookrunner and ADVANT Nctm has acted as legal advisor.

About DHH S.p.A.

DHH S.p.A. (DHH.MI) (ISIN shares IT0005203622) is dedicated to reshaping internet infrastructure through the integration of next-generation technology and artificial intelligence. Based in Europe, the company leverages open-source technologies to enhance digital connectivity across various industries and regions. With a commitment to continuous research and open innovation, DHH aligns technological progress with stringent data privacy standards. This approach promotes technological excellence while safeguarding individual privacy, aiming to position the company as a relevant player in the evolution of global internet infrastructure. www.dhh.international

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Contact DHH S.p.A. Via Caldera 21, 20153 Milano +39 02 87365100 info@dhh.international www.dhh.international

Euronext Growth Advisor EnVent Italia SIM S.p.A. Via degli Omenoni 2, 20121 Milano +39 02 22175979 ega@envent.it

Disclaimer

This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia), Canada, South Africa, Australia or Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States without registration thereunder or pursuant to an available exemption therefrom. Neither this document nor the information contained herein constitutes or forms part of an offer to sell, or the solicitation of an offer to buy, securities in the United States. There will be no public offer of any securities in the United States or in any other jurisdiction. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the issuer or the selling security holder and that will contain detailed information about the company and management, as well as financial statements.

Pursuant to the Prospectus Regulation, in member states (each, a "Relevant Member State") of the European Economic Area ("EEA"), this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Regulation ("Qualified Investors"). For these purposes, the expression "Prospectus Regulation" means Regulation (EU) 2017/1129 and includes any relevant implementing measure in the Relevant Member State. In the United Kingdom this announcement is directed exclusively at persons who are "qualified investors" (as defined in the Prospectus Regulation as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018) who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (ii) persons referred to in Article 49(2) (a) to (d) of the Order (high net worth entities, non-registered associations, etc.) and (iii) other persons to whom this document may be lawfully communicated or caused to be communicated; any other persons in the United Kingdom should not take any action on the basis of this announcement and should not act on or rely on it.

This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.

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No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Intermonte SIM S.p.A. (the "Sole Bookrunner") or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

In connection with the offering of the shares of DHH S.p.A. (the "Shares"), the Sole Bookrunner and any of its affiliates acting as an investor for their own account may take up as a proprietary position any Shares and in that capacity may retain, purchase or sell for their own account such Shares. In addition the Sole Bookrunner or its affiliates may enter into financing arrangements and swaps with investors in connection with which the Sole Bookrunner (or its affiliates) may from time to time acquire, hold or dispose of Shares. The Sole Bookrunner does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in the Shares.

Any investment decision in connection with the Shares must be made solely on the basis of all publicly available information relating to the Shares (which has not been independently verified by the Sole Bookrunner).

The Sole Bookrunner is acting on behalf of the Company and the Selling Shareholder and no one else in connection with any offering of the Shares and will not be responsible to any other person for providing the protections afforded to clients of the Sole Bookrunner nor for providing advice in relation to any offering of the Shares.

This communication and any subsequent offer of securities may be restricted by law in certain jurisdictions and persons receiving this communication or any subsequent offer should inform themselves about and observe any such restriction and must not under any circumstances forward this communication to any other person. Failure to comply with such restrictions may violate securities laws of any such jurisdiction.

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Fine Comunicato n.20088-65-2025 Numero di Pagine: 6