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M&A Activity • Mar 5, 2024

Informazione Regolamentata n. 20076-14-2024	Data/Ora Inizio Diffusione 5 Marzo 2024 18:30:15		Euronext Milan
Societa'	:	GIGLIO GROUP
Identificativo Informazione Regolamentata	:	186908
Utenza - Referente	:	GIGLION01 - Mazzitelli
Tipologia	:	3.1
Data/Ora Ricezione	:	5 Marzo 2024 18:30:15
Data/Ora Inizio Diffusione	:	5 Marzo 2024 18:30:15
Oggetto	:	APPROVAL OF A STRATEGIC AGREEMENT FOR THE RENTAL OF THE BUSINESS UNIT IN THE TRAVEL RETAIL SECTOR BETWEEN GIGLIO GROUP AND SALOTTO DI BRERA SRL

Testo del comunicato

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PRESS RELEASE

APPROVAL OF A STRATEGIC AGREEMENT FOR THE RENTAL OF THE BUSINESS UNIT IN THE TRAVEL RETAIL SECTOR BETWEEN GIGLIO GROUP AND SALOTTO DI BRERA SRL, IN EXECUTION OF THE FRAMEWORK AGREEMENT SUBSCRIBED ON 1 DECEMBER 2023, TOGETHER WITH THE CAPITAL INCREASE OF SALOTTO DI BRERA SRL

Milan, 5 March 2024 - Following what has already been disclosed in the previous press releases published on 1 December 2023 and 28 December 2023 regarding (i) the capital increase in kind (the "Capital Increase") resolved by the Shareholders' Meeting Extraordinary by Salotto di Brera Duty Free S.r.l. ("Salotto Brera") and signed by Meridiana Holding S.p.A. ("Meridiana") - majority shareholder of Giglio Group S.p.A., a company listed on Euronext Milan, Ticker GG ("Giglio Group" or the "Company") - and (ii) the framework agreement (the "Framework Agreement", together with the Capital Increase, hereinafter also referred to as the "Transaction") subscribed at the same time as the Capital Increase between Salotto Brera and the Company, we inform you that today the subscription operation between Giglio Group (as lessee) and Salotto Brera (as lessor) was approved by the Board of Directors of Giglio Group, in execution of the Framework Agreement, as the last executive act of the overall Transaction, of the rental contract of the "travel retail" business unit located in Milanofiori Assago (MI) and managed by Salotto Brera (the "Rental Agreement").

The Rental Agreement represents for Giglio Group (a leader in the distribution sector) an interesting and potentially profitable business opportunity that will allow it to expand its presence in the travel retail market, allowing it to continue carrying out distribution and sales activities already launched - in connection and synergy with the distribution activities already directly carried out by the Company - making use of the solid operational structure and consolidated relationships of Salotto Brera.

The Rental Agreement of the business unit is made up of the set of assets organized for the exercise of travel retail activities and includes, as better specified in the annexes thereto, (i) the subordinate employment contracts in place with the employees currently employed in the business unit, (ii) the contracts in place with customers and suppliers subscribed within the scope of the activity of the business unit, (iii) the assets instrumental to the exercise of the activity inherent to the business unit, (iv) the leasing contract of the property located in Assago Strada 1 Palazzo 7 Assago (MI); the same provides for a total duration of 1 (one) year, with possible renewal to be negotiated between the parties in good faith within 3 months of the relevant expiry and an agreed price for the rent for the first year equal to € 60,000.00 plus VAT, where due.

The agreement shall be subscribed in front of the notary on 11 March 2024.

Related-Parties Disclosure

The subscription of the Rental Agreement - to be subscribed between Salotto Brera (controlled by Meridiana for 51%, the latter in turn controlling Giglio Group and being controlled for 99% by Alessandro Giglio, Director and Chairman of the Board of Directors of the Company) and Giglio Group itself - constitutes a relevant related party transaction pursuant to the RPT Procedure and Consob Regulation no. 17221 of 12 March 2010 (as subsequently integrated and amended) and, given the connection with the Capital Increase already carried out, constitutes a Transaction of Greater Importance.

For this reason, the Internal Control, Risk and Related-Parties Committee today released its reasoned opinion, binding and positive, on the existence of the Company's interest and the convenience and substantial correctness of the conditions of the transaction before the approval of the Board of Directors of Giglio Group of the transaction itself.

The Disclosure Document on the overall Transaction, already published on 8 December 2023 and already integrated by the addendum published on 29 December 2023, will be further integrated by providing all useful information to guarantee full transparency on the overall Transaction.

It is noted that the documents related to the Transaction are already available to the public on the authorised storage mechanism , as well as on the website of the Company, at www.giglio.org, "Investor Relations/Informative Documents/OPC Capital Increase of Salotto di Brera" section. The addendum to the Disclosure Document and the new opinion of the Internal Control, Risk and Related-Parties Committee shall also be made available to the public within the terms and conditions of the law.

Information on Salotto di Brera:

Salotto di Brera is an Italian company that operates mainly in the travel retail sector, based in Milan, it is also active in the business sector, collaborating with other companies to offer personalized and innovative solutions in the travel retail field. Its strategic position and its consolidated reputation in the sector make it a reliable partner for travellers and for companies operating in the retail market.

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Information on Giglio Group:

Founded by Alessandro Giglio in 2003 and listed on the Borsa Italiana stock-exchange market ever since 2018 (currently on the EURONEXT MILAN segment), Giglio Group is the leading company for the design, creation and management of high value-added e-commerce platforms in Italy for Fashion, Design, Lifestyle, Food, Healthcare and Merchandising sectors. The Company is based in Milan, but it is also present with offices in New York, Rome, Lugano and Genoa. Thanks to its remarkable expertise, Giglio Group accompanies its customers in the online distribution of their products through a unique platform, starting from the implementation of fully tailor-made and managed monobrand e-store. Moreover, the Company integrates its business with the dedicated placement on main marketplaces worldwide, ensuring the online management of both new collections and inventories stock.. The uniqueness of a "complete-supply-chain" online service thus ensures a 100% sell-through rate.

For further information:

Giglio Group S.p.A. Public and Investor Relations: elena.gallo@giglio.org; ir@giglio.org (+39) 02 89693240

Fine Comunicato n.20076-14-2024	Numero di Pagine: 4