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Wiit Capital/Financing Update 2025

Sep 19, 2025

4197_rns_2025-09-19_56fed55a-7923-4b1a-a0fc-f97d12da48af.pdf

Capital/Financing Update

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Informazione
Regolamentata n.
20101-70-2025
Data/Ora Inizio Diffusione
19 Settembre 2025 14:55:20
Euronext Star Milan
Societa' : WIIT
Identificativo Informazione
Regolamentata
: 210075
Utenza - referente : WIITNSS01 - PASOTTO STEFANO
Tipologia : 2.2
Data/Ora Ricezione : 19 Settembre 2025 14:55:20
Data/Ora Inizio Diffusione : 19 Settembre 2025 14:55:19
Oggetto : WIIT_PR_Approval of the issue of non
convertible notes
Testo
del
comunicato

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

PRESS RELEASE

Approval of the issue of non-convertible notes

Milan, 19 September 2025 – The Board of Directors of WIIT S.p.A. ("WIIT" or the "Company"; ISIN IT0005440893; WIIT.MI), one of the leading European players in the enterprise Cloud Computing market, focused on the provision of continuous Private and Hybrid Cloud services for critical applications, today has approved the issue of non-convertible, unrated, unsubordinated, and unsecured notes for a nominal amount of Euro 150 million(1) (the "Notes").

The resolution provides that the Notes will have a term of 5 years from the date of issue, a Sixed interest rate not lower than 4.00% gross per annum, coupons paid annually and repayment at par at maturity, subject to certain limited early repayment options in line with market practice; it is also provided that the Notes shall be subject, inter alia, to compliance with covenants relating to the assumption of new debt in line with market practice and that the Notes shall be issued at par, with a denomination of Euro 1,000.

The proceeds from the Notes are expected to be used for corporate treasury purposes (also considering the expected maturity, in 2026, of "Up to €150,000,000 Senior Unsecured Fixed Rate Notes due October 7, 2026" (ISIN XS2377768366) as well as the debt securities for a total nominal amount of Euro 20 million due 29 December 2026) and to support the Company's growth strategy.

It is also expected that, subject to the necessary authorizations being granted, the Notes will be admitted to listing and trading on the "Mercato Telematico delle Obbligazioni" (MOT), a regulated market organized and managed by Borsa Italiana S.p.A..

For the purposes of the public offering and listing of the Notes, the publication of an English prospectus to be approved by the "Commissione nazionale per le società e la borsa" (CONSOB) is expected. Once approved, the prospectus will be available in accordance with applicable regulations, including in the relevant section of the Company's website (https://www.wiit.cloud/).

Equita SIM S.p.A. will act as Placement Agent and Joh. Berenberg, Gossler & Co. KG and Banca Finint as Co-Lead Managers.

Subject to obtaining admission to listing by Borsa Italiana S.p.A. and approval of the prospectus by CONSOB, and depending on market conditions, the offering of the Notes is expected to commence in October. The start and end dates of the offering period and further information relating to the offering will be indicated in the prospectus and communicated in a subsequent press release.

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 and the District of Columbia), Canada, Australia, Japan or South Africa or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain

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(1) It may be increased for a further equal amount.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

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.

This press release has been prepared on the basis that any offer of securities as per the Prospectus Regulation in the United Kingdom and in any Member State of the European Economic Area and except in the case of a public offer in Italy on the basis of an English-language prospectus approved by CONSOB, will be made pursuant to an exemption from the requirement to publish a prospectus for offers of securities provided for in the Prospectus Regulation. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 (this Regulation and amendments together with any delegated act and implementing measures) and Regulation (EU) 2017/1129 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"). This document is not a prospectus for the purposes of the Prospectus Regulation.

This publication, and any investment activity to which it relates, is available only to persons who (i) are outside the United Kingdom, (ii) are "investment professionals" falling within article 19(5) of the [inancial services and markets act 2000 ([inancial promotion) order 2005, as amended (the "Order"), (iii) are persons falling within article 49(2)(a) to (d) of the Order ("high net worth companies, unincorporated associations etc."), or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Order) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated under the Order (all such persons together being referred to as "Relevant Persons"). This announcement is directed only at Relevant Persons and must not be acted or relied on in the United Kingdom by anyone who is not a Relevant Person.

Neither Equita SIM S.p.A., Joh. Berenberg, Gossler & Co. KG, Banca Finint S.p.A., nor their directors, personally liable shareholders, managers, employees, consultants or representatives assume any responsibility whatsoever or make any declaration or guarantee, either express or implied, as to the truthfulness, accuracy or completeness of the information regarding WIIT, its subsidiaries or associates, nor for any loss deriving from the use of this announcement or its contents or in relation to the same.

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WIIT S.p.A., a company listed on the Euronext Star Milan ("STAR") segment, is a European leader in the Cloud Computing market. It operates in key markets such as Italy, Germany, and Switzerland, positioning itself among the main players in providing innovative technological solutions for Private and Hybrid Cloud. WIIT operates through managed processes, specialised resources and technology assets including proprietary data centres spread across 7 regions: 4 in Germany, 1 in Switzerland and 2 in Italy, 3 of which are Premium Zone enabled i.e. with guaranteed high availability, maximum levels of resilience and security by design; two of these host data centres certiTied Tier IV by the Uptime Institute. WIIT has 6 SAP certiTications at the highest level of specialisation. Its end-to-end approach enables the company to provide its partner companies with customised, high value-added services with the highest security and quality standards for the management of critical applications and business continuity, while guaranteeing maximum reliability in the management of the main international application platforms (SAP, Oracle and Microsoft). Since 2022, the WIIT Group has joined the UN Global Compact. (www.wiit.cloud)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

For more information:

Investor Relations WIIT S.p.A.:

Stefano Pasotto – CFO & Investor Relations Director Francesca Cocco – Lerxi Consulting – Investor Relations T +39.02.3660.7500 Fax +39.02.3660.7505 [email protected] www.wiit.cloud

Media Relations:

Image Building Rafaella Casula Tel. +39 348 3067877 Simona Porcino Tel. +39 340 9844532 Francesca Alberio Tel. +39 340 0547370 [email protected]