Planetel

M&A Activity • Sep 4, 2025

Informazione Regolamentata n. 20204-22-2025	Data/Ora Inizio Diffusione 4 Settembre 2025 14:18:17		Euronext Growth Milan
Societa'	:	PLANETEL
Identificativo Informazione Regolamentata	:	209650
Utenza - referente	:	PLANETELN03 - MICHELE PAGANI
Tipologia	:	3.1
Data/Ora Ricezione	:	4 Settembre 2025 14:18:17
Data/Ora Inizio Diffusione	:	4 Settembre 2025 14:18:17
Oggetto	:	PLANET SIGNS THE CONTRACT FOR A LEASE OF THE CORPORATE DIVISION OF ORA-0 S.R.L. SOCIETA' BENEFIT
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PRESS RELEASE

PLANET SIGNS THE CONTRACT FOR A LEASE OF THE CORPORATE DIVISION OF ORA-0 S.R.L. SOCIETA' BENEFIT

STRENGTHENING OF EXPERTISE AND PRESENCE IN THE CYBERSECURITY, ICT AND RESEARCH & DEVELOPMENT SECTORS

Treviolo (Bergamo), 4 September 2025 – Planetel S.p.A., (the "Company", "Planetel" or the "Lessee"), the parent company of the group of the same name operating nationwide in the telecommunications sector, listed on Euronext Growth Milan, the multilateral trading system organised and run by Borsa Italiana S.p.A., announces that it has signed a corporate division lease agreement with ORA-0 S.r.l. Società Benefit a responsabilità limitata ("ORA-0" or "Lessor"), relating to the complex of assets, contracts, know-how and human resources used in the provision of Cybersecurity, SOC – SIEM services, IT and telecommunications consulting, and scientific and engineering experimental research and development (the "Transaction").

The lessor has run into financial problems and a shortage of liquidity due to adverse circumstances, which could lead it to seek bankruptcy protection.

Pending this, Planetel has declared itself willing to enter into a lease for the corporate division immediately, in order to conserve its value with a view to a future acquisition in the context of the bankruptcy protection procedure to be activated. A corporate division leasing agreement is the most suitable mechanism for allowing the continuation of the business, the maintenance of the orders in progress and continuity of employment, to retain as much as possible of the workforce and avoid the loss of jobs.

Planetel has committed to draw up a separate proposal for an acquisition within a timescale that allows completion of the due diligence already begun with the purpose of establishing a fair price.

This proposal will only be accepted further to a suitable competitive bidding procedure.

The lease, effective from 4 September 2025, entered into with the aim of acquisition of the corporate division and with initial duration of three months, may be protracted for additional periods until the sale of the division, although it may be terminated in accordance with the specified terms. The lease charge agreed is €1,500 per month plus VAT.

Planetel will fund the transaction entirely from its own equity.

In 2024 the corporate division recorded a value of production of about €2,590,000.00, including extraordinary transactions worth about €450,000.00, with an EBITDA of €273,000.00.

Bruno Pianetti, Chairman and CEO of Planetel, commented: "This arrangement consolidates our capability for operation in high-tech sectors like cybersecurity and also reinforces our in-house expertise with the addition of the specialist know-how and skills of ORA-0's more than 21 technical staff. The lease of the corporate division is a strategic step which enables us immediately to launch new lines of service and to test models of collaboration in the field with a view to a future acquisition, confirming our determination to full this asset's full potential. This transaction will help to enrich our offering of services in strategic areas, and contribute to our group's lasting growth."

Rationale of the transaction

The lease of the corporate division provides Planetel with the opportunity to proceed gradually and thoroughly with the integration of the Ora-0 S.r.l. division, at the same time guaranteeing continuity of employment and protecting jobs, know-how and solid customer relations. Any definitive acquisition, which will take place in the context of the procedure through a competitive bidding process, will enable Planetel to consolidate its offering to the business and institutional world and establish itself in new strategic segments and market areas, reinforcing its vertical expertise in digital services, especially in the cybersecurity sector.

Purpose and Scope of the Transaction

The corporate division includes tangible and intangible fixed assets, the know-how relating to the corporate division for the management of the clientele and the continuity of business and the transfer of the employment contracts of the staff. The transaction does not include receivables and payables relating to periods prior to the date when the contract comes into force.

Declarations and guarantees

The Contract includes the usual safeguarding clauses for transactions of this kind, including: (i) full title to and availability of the leased assets; (ii) the leased assets are supplied free from constraints, burdens and encumbrances; (iii) the absence of unpaid tax liabilities; (iv) a non-competition undertaking on the part of the lessor throughout the duration of the lease agreement.

It is also stated that the Acquisition does not constitute a significant transaction for the intents and purposes of art. 12 of the Euronext Growth Milan Issuers' Regulations, since the relevance indicators provided in table Three of the Euronext Growth Milan Issuers' Regulations, calculated on the basis of the Planetel and ORA-0 financial reporting data, give a value of less than 25%.

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This press release is available from Borsa Italiana S.p.A., from the company's registered office and in the Investitori / Investor Relations / Price sensitive press releases section of the website www.planetel.it. For its compulsory reporting, Planetel uses the eMarket SDIR circuit managed by Teleborsa S.r.l., with registered office at Piazza Priscilla 4, Rome.

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For further information:

Michele Pagani Alantra Capital Markets CFO and Investor Relations Manager Milan, Via Borgonuovo 16 +39 035.204094 +39 334.6267243 ir@planetel.it ega@alantra.com

Investor Relations Media Relations POLYTEMS HIR POLYTEMS HIR Bianca FERSINI MASTELLONI - Silvia MARONGIU Paolo SANTAGOSTINO +39 06.69923324-06.6797849 +39 349.3856585 s.marongiu@polytemshir.it p.santagostino@polytemshir.it

PLANETEL S.p.A. Euronext Growth Advisor and Corporate Broker

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Specialist MIT SIM S.p.A. +39 02.30561270 info@mitsim.it

Holding company of the Group of the same name that offers telecommunication services at national level, Planetel S.p.A. has developed a proprietary fibre optic network for the ultra-broadband connectivity of about 296 municipalities and provides TLC/IT services to over 54,200 customers in Lombardy, Veneto and Campania, through a multi-channel approach. Among the first Italian Internet Service Providers (ISP and WISP) to gradually develop its position in the telecommunication and system integration market, the company has been able to stand out on the territory as a single player offering integrated digital solutions, ASP / Cloud services and other IT solutions. Planetel, formerly a national phone operator, can now provide Business, Wholesale and Residential customers with fibre optic network connections, with the most advanced ultra-broadband connectivity and integrated communication solutions with FTTH-FTTP (Fibre to the Home – Fibre to the Premises) network architectures; its offer covers the entire value chain of ICT services that allows companies to accelerate their digitization process and time-to-market. Planetel's primary assets include a fibre optic network of approximately 3,310 Km. – CLOUD infrastructure in 4 Datacentres – 127 Planetel Points in 106 Municipalities – 1,234 Cabinets on the ground, etc.

Planetel's main goal is the strategic development of a high-speed – up to 1.4Tb/s proprietary backbone – which will allow more stable, faster and more secure connections with a guarantee of greater continuity of service for its customers.

Ticker: PLN - ISIN Code of ordinary shares: IT0005430951

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