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Wiit

Interim / Quarterly Report Aug 12, 2024

4197_ir_2024-08-12_dd87b0a3-5f77-42c3-a523-d94d12c4e68a.pdf

Interim / Quarterly Report

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WIIT Group

Consolidated Half-Year Financial Report

at June 30, 2024

1 | Consolidated Half-Year Report at June 30, 2024

Data

Company: WIIT S.p.A.

Registered office: 20121 - Milan, Via dei Mercanti No.12

Tax and VAT number: 01615150214

Share capital: Euro 2,802,066.00 fully paid-in

Milan Companies Registration Office: No. 01615150214

R.E.A. No. 1654427

2 | Consolidated Half-Year Report at June 30, 2024

Number of shares: 28,020,660

Contents

Profile 5
The Offer 5
Corporate Boards 8
Shareholders 9
Directors' Report 35
Transactions with subsidiary, associate and holding companies 91

| Consolidated Half-Year Report at June 30, 2024

Profile

The WIIT Group is a Cloud Computing enterprise with a key focus on the provision of IT infrastructure tailored to the specific needs of customers (mainly through the Managed Hosted Private Cloud and Hybrid Cloud and marginally also Colocation) and the provision of infrastructure configuration, management and control services which guarantee uninterrupted functionality and availability.

The Group provides secure Cloud services for the "critical applications" of its customers, i.e. those whose malfunction may impact business continuity and thus demand guaranteed optimal and non-stop functioning. These include the main ERP's (Enterprise Resource Planning) applications on the market, such as for example SAP, Oracle and Microsoft - in addition to critical applications developed ad hoc for customer business needs (custom applications) and all the non-interruptible business applications.

The Group mainly operates through its own Data Centers, three of which are TIER IV certified (maximum reliability level) by the Uptime Institute, two in Milan and the third in Dusseldorf.

By providing Group services through a number of servers and storage devices, customer "business continuity" can be guaranteed and uninterrupted availability ensured in the case of malfunctions or interruptions to individual systems. These are supported by the company's cyber security services, ensuring IT security internally and for its customers. Customers can also access Business Continuity and Disaster Recovery services, (replicating processing systems and all client critical data almost in real time). The Group also conducts daily backups in order to ensure both data depth over time and the ability to recover data in the event of a disaster.

The Offer

The WIIT Group focuses on the Hosted Private Cloud and the Hybrid Cloud for the building of tailor-made IT infrastructure for customers. The Group to a lesser extent provides Public Cloud services, integrating and managing more standardised solutions provided by the main players, adapting them to customers' specific needs. Within its core operations, the Group offers its services to customers by combining a range of base components of each service category so as to build a custom-made Hosted Private Cloud and/or Hybrid Cloud proposal, according to the specific service, performance and security needs of the customer.

services

The principal categories of service that the Group offers its customers are: Specifically, a description of services starting from Colocation, the most simple service, and then moving up to the Infrastructure as a Service category which forms the underlying component for the provision of other more advanced services - up to the more complex SaaS Digital Process Transformation service. The Datacenter Infrastructure layer is the basic layer on which the services provided by the Group are developed, and can be either Private or Public in a Hybrid Cloud logic.

Colocation: involves making the physical space and the energy used by the client infrastructure available within the Data Centers in Germany.

IaaS (Infrastructure as a Service): the provision of servers, storage and networks and relative Performance Monitoring and Backup services;

PaaS (Platform as a Service): is the layer dedicated to managed services, such as the provision of on-demand databases, ERP, smart working, cyber security and Kubernetes, , which include corrective and adaptive maintenance and the development of new functionalities;

Digital Process Transformation: : Software platforms and applications made available to the client as "services" and which also include the Digital Process Transformation offer, i.e. end-to-end services for the digital management of entire business processes which are part of the customer value chain.

Services are usually provided through a standard contract type for all categories (IaaS, PaaS, Digital Process Transformation) and combined within a single all-inclusive price structure and contract.

Contract duration is generally between three and five years and usually with automatic renewal for periods of equal length (unless terminated in the six months before the expiration date). They generally stipulate an initial provision of services for the "start-up" phase in support of the Group's services, whose consideration is generally included in the periodic fees, and subsequently the provision of specific services on-demand.

Certifications

The parent company owns three TIER IV Data Centers (maximum reliability level) certified by the Uptime Institute, two of which are located in Milan and one in Düsseldorf. To date in Europe only a select number of Data centers are TIER IV certified by the Uptime Institute in the "Constructed Facility" category (https://uptimeinstitute.com/tiercertification/construction) The Group as a whole also has sixteen Data Centers, particularly in Castelfranco Veneto, Düsseldorf, Stralsund, Limburgerhof and Munich.

In relation to its operating structure and Data Centers, the Parent Company has achieved international certifications, particularly in terms of management, security and continuity for its services such as ISO20000 (Service Management), ISO27001, ISO27017, ISO27018, ISO27035 (Information Security Management), and ISO22301 (Business Continuity Management) certifications and with service provision certified to the ITIL (Infrastructure Library) standard.

The Group has an integrated management system for all the aforementioned certifications, for all the activities relating to:

  • Infrastructure provision and management IaaS on premises, own and third-party DataCenters.
  • Enterprise Application Environments Operating Services, SAP and non-SAP.
  • Disaster Recovery and Managed Backup on proprietary (PaaS) and non-proprietary (Pure Managed Services) technologies.
  • Information Security, Cyber Security and Security Operation Center Services.
  • Desktop Management and Application Management Services.

The correct management and protection of data and information managed through its IT systems is guaranteed through the Parent Company's receipt in 2012 of the IS 27001 certification (international standard setting the requirements for information technology security management systems). It also developed and adopted an operational continuity method based on ISO 22301, promoting a structured approached not based only on technology, but capable of addressing all processes involved in operational recovery.

The parent company also applied international standard ISO 27035 for the organisation and proper management of the information security incident response processes.

Further to these certifications, the Parent Company is a SAP top partner and has obtained many SAP Outsourcing Operation certifications (https://www.sap.com/dmc/exp/2018\_Partner\_Guide/#/partners).

To date it has achieved the following certifications:

  • SAP Business Process Outsourcing BPO Operations (Italy)
  • SAP Cloud and Infrastructure Operations (Italy and Germany)
  • SAP DevOps (Italy)
  • SAP HANA Operations (Italy and Germany)
  • SAP Hosting Operations (Italy and Germany)
  • SAP Business Suite Solutions Operations (Italy)

Corporate Boards

BOARD OF DIRECTORS

Chairperson Enrico Giacomelli
Chief Executive Officer Alessandro Cozzi
Executive Director Francesco Baroncelli
Executive Director Enrico Rampin
Director Chiara Grossi
Independent Director Annamaria di Ruscio
Independent Director Nathalie Brazzelli
Independent Director Emanuela Basso Petrino
Independent Director Santino Saguto

BOARD OF STATUTORY AUDITORS

Chairperson of the Board of Statutory Auditors Vieri Chimenti
Statutory Auditor Chiara Olliveri Siccardi
Statutory Auditor Paolo Ripamonti
Alternate Auditor Igor Parisi
Alternate Auditor Cristina Chiantia

RISKS AND RELATED PARTIES COMMITTEE

Chairperson Annamaria Di Ruscio
Member Enrico Giacomelli
Member Nathalie Brazzelli

APPOINTMENTS AND REMUNERATION COMMITTEE

Chairperson Emanuela Basso Petrino Member Enrico Giacomelli Member Annamaria Di Ruscio

SUPERVISORY AND CONTROL BOARD

Chairperson of the Supervisory and Control Board Luca Valdameri

INDEPENDENT AUDIT FIRM Deloitte & Touche S.p.A.

Shareholders

IIT S.p. .'s main shareholders at June 30, 2024 are:

Shareholder Number of shares held
30.06.2024
%
Alessandro Cozzi (*) 15,822,202 56.47%
Treasury shares 1,930,437 6.89%
Market 10,268,021 36.64%
TOTAL 28,020,660 100%
FREE FLOAT (Treasury shares and Market) 12,198,458 43.53%
----------------------------------------- ------------ --------

(*)Alessandro Cozzi and companies relating to him

For the latest information, see the Wiit Group Investor Relations section under "Share information".

' p

Significant events

Updates on business combinations and other reorganisation transactions in the period

q " G & C OU " B U

On April 2, 2024, the Group, through the subsidiary WIIT AG, a wholly-owned subsidiary of WIIT S.p.A., acquired the "Edge Cloud" business unit of the German company German Edge Cloud GmbH Co. G ("GEC" , belonging to the Fridhelm Loh Group, for a fixed price of Euro 2.5 million, plus a potential earnout of up to Euro 4 million linked to specific revenue targets. On signing the acquisition agreement, the sum of Euro 608 thousand was paid. This acquisition sees the Group expand its presence in the strategic Frankfurt area, acquiring a portfolio of 40 loyal customers and strengthening the team in Germany with the arrival of new, highly qualified professionals.

Acquisition of 100% of ECONIS AG

On April 30, 2024, the Group, through its parent company Wiit S.p.A., acquired 100% of Econis AG.

Thie company is based in Zurich and is a Managed Services Provider focused on providing Private Cloud infrastructure design, implementation and management services for the Banking, Health Care and Manufacturing sectors in German-speaking Switzerland. The services offered can be summarised as follows:

i) Managed Services: recurring services for the management of private cloud infrastructures on its own infrastructure or at customer infrastructure;

ii) Consulting: IT infrastructure consulting services, including Cyber Security, and particularly delivered to new customers as a key to Managed Services;

The price paid was CHF 770 thousand. Representations and warranties, common in this kind of transaction, covered by an insurance policy (W&I) were made by the sellers.

Corporate reorganisation of WIIT AG

On April 12, the merger was completed of the companies Lansol, Global Access, myloc Managed IT and Boreus (jointly, the "Incorporated Companies" into IIT G, effective for legal purposes as of pril 15, 2024, while the accounting and tax effects run from January 1, 2024. This merger enables WIIT AG to take charge of all the activities previously conducted by the Incorporated companies. In general terms, the goal of the merger was to optimise the coordination, operation and synergies of the functions performed by the companies to be merged, as well as to lower the structural costs of operating legally distinct entities, which will bring benefits in terms of operational and financial efficiency and efficacy, thereby enabling the WIIT Group to strengthen its position as an industry leader in Europe. The merger of the wholly-owned incorporated companies did not involve any exchange or exchange ratio and had no effect on the consolidated financial statements.

Appointment of the new Board of Directors and Board of Statutory Auditors

n ay 16, the IIT S.p. . Shareholders' eeting appointed the Board of Directors for the 2024-2026 three-year period, and set the number of members as 9. The following were appointed as members of the Board of Directors:

  • Enrico Giacomelli, as Chairperson of the Board of Directors;
  • Alessandro Cozzi;
  • Francesco Baroncelli;
  • Enrico Rampin;
  • Chiara Grossi;
  • Annamaria Di Ruscio;
  • Emanuela Teresa Basso Petrino;
  • Nathalie Brazzelli;
  • Santino Saguto.

All the Directors, with the exception of Santino Saguto, were drawn from the slate submitted by shareholder WIIT Fin S.r.l, holder of 15,470,292 ordinary shares of the Company, equal to approximately 55.21% of IIT's share capital (" IIT Fin" , which received favourable votes representing 70.1% of the total voting rights and 89.3% of the total voting rights present. The Director Santino Saguto was drawn from the slate submitted by shareholder funds, holding a total of 1,131,977 ordinary shares of the Company, representing approximately 4.04% of IIT's share capital (the "Shareholder Funds" , which received favourable votes representing 8.4% of the total voting rights and 10.7% of the total voting rights present. The Directors Enrico Giacomelli, Annamaria Di Ruscio, Emanuela Teresa Basso Petrino, Nathalie Brazzelli and Santino Saguto declared that they satisfy the independence requirements, as per Article 148, paragraph 3 of the CFA and the Corporate Governance Code.

The IIT S.p. . Shareholders' eeting also appointed the Board of Statutory uditors for the 2024-2026 three-year period. The following were appointed as members of the Board of Statutory Auditors:

  • Vieri Chimenti, as Statutory Auditor and Chairperson of the Board of Statutory Auditors;
  • Paolo Ripamonti, as Statutory Auditor;
  • Chiara Olliveri Siccardi, as Statutory Auditor;
  • Igor Parisi, as Alternate Auditor;
  • Cristina Chiantia, as Alternate Auditor;

The Statutory Auditors Paolo Ripamonti, Chiara Olliveri Siccardi and Igor Parisi were drawn from the slate submitted by WIIT Fin, which received favourable votes representing 70.1% of the total voting rights and 89.3% of the total voting rights present. The Statutory Auditors Vieri Chimenti and Cristina Chiantia were drawn from the slate submitted by the Shareholder Funds, which received favourable votes representing 8.4% of the total voting rights and 10.7% of the total voting rights present.

Financial instrument based remuneration plan

n ay 16, the IIT S.p. . Shareholders' eeting approved, pursuant to rticle 114-bis of the CFA, a long-term monetary incentive plan called the "2024-2026 onetary Incentive Plan", which is also based on the performance of the WIIT share (the "LTI Plan"). This plan - intended for WIIT's Executive Directors, to be identified by the WIIT Board of Directors on the proposal of the Appointments and Remuneration Committee - pursues the following objectives (i) to link the remuneration of WIIT's key resources to the Group's actual operating performance and the creation of

value for the Group; (ii) to focus the Company's key resources towards strategies for the pursuit of medium/ longterm results; (iii) to align the interests of the Company's key resources with those of its shareholders; (iv) to enact retention policies designed to develop the loyalty of key resources and provide incentives for them to remain with the Company.

Amendment to the By-Laws to strengthen multi-voting rights

n ay 16, the Shareholders' eeting approved an amendment to the company's By-Laws (Article 7) to allow for strengthened multi-voting rights pursuant to Article 127-quinquies of the CFA, as replaced by Article 14, paragraph 2, of Law No. 21 of March 5, 2024. Specifically, the amendment to the By- aws allows "loyalty shareholders" who have accrued the right to the two-vote increase for each share held continuously for a period of 24 months, one additional vote after each 12-month period of uninterrupted holding, up to a total maximum of 10 votes per share, on the assumption that the shareholder has maintained the relevant requirements during the period of accrual of the additional voting rights.

Significant contracts

On May 15, 2024, WIIT S.p.A. announced that it had signed a new 5-year contract worth a total of more than Euro 7 million with a major Italian company operating in the medical sector. The Customer will partner with WIIT for the next five years, having chosen the latter as a partner for its well-established, reliable services, developed through many years of experience in the Cloud and critical applications sector. IIT's solutions, which feature specific and customisable features, are instrumental in ensuring security levels that meet the most stringent standards required in the medical industry. The health sector requires effective information management system in terms of both privacy and confidentiality and the large amount of sensitive data processed. It is a complex system that requires a proactive approach to managing industry-specific applications, which WIIT is able to offer thanks to its proven expertise in creating highly effective strategies to mitigate the risk of cyber attacks. The agreement provides for the migration of the Customer's information systems to IIT's Cloud. The Customer's critical applications, including its S P platform, which are crucial for ensuring the management and confidentiality of sensitive data, will be managed and hosted with a high degree of reliability in the Italy North-West Premium Zone. The contract will ensure that the Customer receives proactive support 7 days a week, 24 hours a day. In addition, activating Disaster Recovery capabilities in the North-East Standard Zone guarantees usability, resilience and continuity, all essential factors in critical business processes.

Other information

On January 19, 2024, WIIT S.p.A. announced that, pursuant to Article 2-ter, Paragraph 2, of Consob Regulation No. 11971/1999 (the "Issuers' Regulation"), it no longer qualifies as a "Small and Medium Enterprise" ("SME") pursuant to Article 1, Paragraph 1, Letter w-quater.1), of Legislative Decree No. 58/1998 (the "CFA") from January 1, 2024, having exceeded the market capitalization threshold of Euro 500 million for three consecutive years (2021, 2022 and 2023).

Share price and volumes at June 30, 2024

01.01.2024 – 30.06.2024 Period

Source: Bloomberg.

ALTERNATIVE PERFORMANCE MEASURES

In accordance with the ESMA recommendation on alternative performance measures (ESMA/2015/1415), as implemented by Consob Communication No. 0092543 at December 3, 2015, the Alternative Performance easures used to monitor the Group's operating and financial performance are outlined below.

Total adjusted revenues and operating income - A non-GAAP measure used by the Group to measure performance. Total adjusted operating revenues and income is calculated as Total operating revenues and income as per the income statement, in accordance with IFRS, less the non-recurring item regarding the negative goodwill (bargain purchase classified to " ther operating income" in 2024. Total adjusted revenues and operating income is not recognised as an accounting measure within IAS/IFRS adopted by the European Union. Consequently, the determination criterion applied by the Group may not be homogeneous with that adopted by other groups and, therefore, the amount obtained by the Group may not be comparable with the determined by the latter.

EBITDA - A non-GAAP measure used by the Group to measure performance. EBITDA is the sum of the net profit for the year, gross of taxes, financial income and expenses (including exchange gains and losses) and amortization, depreciation and write-downs. EBITDA is not recognised as an accounting measure within IAS/IFRS adopted by the European Union. Consequently, the determination criterion applied by the Group may not be homogeneous with that adopted by other groups and, therefore, the amount obtained by the Parent Company may not be comparable with the determined by the latter.

EBITDA Margin - measures the Group operating profitability as a percentage of consolidated revenues reported in the year and is defined as the ratio between EBITDA and Total revenues and operating income.

Adjusted EBITDA - A non-GAAP measure used by the Group to measure performance. Adjusted EBITDA is the sum of the net profit for the period, gross of taxes, financial income and expenses (including exchange gains and losses and deriving from the measurement at equity of investments), amortization, depreciation, writedowns and provisions, professional merger & acquisition (M&A) services, personnel internal reorganization costs, Put&Call option costs, Stock Option/Stock Grant incentive plan costs, and the non-recurring item related to negative goodwill (badwill classified under " ther revenues and operating income". ith regards to Adjusted EBITDA, the Group states that the adjustment (which defines Adjusted EBITDA) was made for the purposes of reflecting the Group's operating performance, net of the effects of certain events and transactions. This adjustment on certain expenses was necessary for improved comparability with the historic figures for the years under review, as such include cost items relating to company developments not concerning the normal operating management of the Group's business and related to professional services costs for 's. In order to improve the comparability of operating performance, the Group also excludes from the calculation of Adjusted EBITDA the costs of accounting for stock options and stock grants (IFRS2). Adjusted EBITDA is not recognised as an accounting measure within IAS/IFRS adopted by the European Union. Consequently, the determination criterion applied by the Group may not be homogeneous with that adopted by other groups and, therefore, the amount obtained by the Group may not be comparable with the determined by the latter.

Adjusted EBITDA Margin - measures the Group operating profitability as a percentage of consolidated revenues reported in the year and is defined as the ratio between Adjusted EBITDA and Adjusted total revenues and operating income.

EBIT - A non-GAAP measure used by the Group to measure performance. EBIT is the sum of the net profit for the year, gross of taxes and financial income and expenses (including exchange gains and losses). EBIT is not recognised as an accounting measure within IAS/IFRS adopted by the European Union. Consequently, the determination criterion applied by the Group may not be homogeneous with that adopted by other groups and, therefore, the amount obtained by the Group may not be comparable with the determined by the latter.

EBIT Margin - measures the earning capacity of Group sales. It is calculated as the ratio between EBIT and Total revenues and operating income.

Adjusted EBIT - A non-GAAP measure used by the Group to measure performance. Adjusted EBIT is the sum of the net profit for the period, gross of taxes, financial income and expenses (including exchange gains and losses and deriving from the measurement at equity of investments), amortisation, depreciation and writedowns, professional merger & acquisition (M&A) services, personnel internal reorganization costs, Put&Call option costs and Stock Option/Stock Grant incentive plan costs, the amortization/depreciation of the fixed assets from the Purchase Price Allocation from the acquisitions and the non-recurring item related to negative goodwill (bargain purchase classified under " ther revenues and operating income". ith regards to Adjusted EBIT, the Group states that the adjustment (which defines Adjusted EBIT) was made for the purposes of reflecting the Group's operating performance, net of the effects of certain events and transactions. This adjustment on certain expenses was necessary for improved comparability with the historic figures for the years under review, as such include cost items relating to company developments not concerning the normal operating management of the Group's business and related to professional services costs for 's. In order to improve operating performance comparability, the Group also excludes from the Adjusted EBIT the costs for the accounting of Stock options and Stock Grants (IFRS2) and the amortization and depreciation of assets from the Purchase Price Allocation; customer list, exclusive contracts and platform and Data Center amortization, related to the acquisitions.

Adjusted EBIT Margin - measures the earning capacity of Group sales. It is calculated as the ratio between Adjusted EBIT and Adjusted total revenues and operating income.

Adjusted net profit or loss – A non-GAAP measure used by the Group to measure its performance. The Adjusted net profit or loss is calculated as the net profit or loss for the period, gross of M&A costs, personnel internal reorganisation costs, Put&Call options costs, the costs for the accounting of Stock options and Stock Grants (IFRS2), the financial expense for the closure of the loan contracts, and the amortisation and depreciation of assets arising from the Purchase Price Allocation; customer list, exclusive contracts and platform and Data Center amortisation, related to the acquisitions and the related tax effects on the excluded items.

Net Financial Debt – this is a valid measure of the Group's financial structure. It is calculated in accordance with the provisions of Consob Communication No. 5/21 of April 29, 2021 and the ESMA 32-382-1138 recommendations. It is presented in the explanatory notes.

Adjusted Net financial debt – this is a valid measure of the Group's financial structure. It is determined in accordance with Consob Communication No. 5/21 of April 29, 2021 and in accordance with ESMA Recommendations 32-382-1138, including, where applicable, other non-current assets related to security deposits and excluding trade and other non-current payables. It is also presented net of the effects of IFRS 16. This measure is presented in the Directors' Report.

The H1 2024 reclassified income statement is compared below with the same period of the previous year (in Euro):

H1 2024 H1 2023 H1 2024
Adjusted
H1 2023 Adjusted
Revenues and operating income 74,576,478 64,150,846 72,749,937 64,150,846
Purchases and services (24,978,755) (23,454,167) (24,151,940) (22,243,223)
Personnel costs (21,849,553) (17,477,421) (21,645,682) (16,630,918)
Other costs and operating
charges
(362,042) (876,711) (362,042) (876,711)
Change in inventories 93,413 (61,764) 93,413 (61,764)
EBITDA 27,479,540 22,280,783 26,683,686 24,338,230
EBITDA Margin 36.8% 34.7% 36.7% 37.9%
Amortisation, depreciation & write
downs
(15,190,879) (13,260,664) (12,804,132) (10,959,665)
EBIT 12,288,660 9,020,119 13,879,554 13,378,565
EBIT Margin 16.5% 14.1% 19.1% 20.9%
Financial income and charges (3,970,191) (3,593,033) (3,970,191) (3,593,033)
Income taxes (1,798,736) (1,597,823) (2,593,901) (3,135,056)
Net Profit 6,519,734 3,829,263 7,315,462 6,650,476

For a better understanding of the company's profitability, the table below illustrates some of the performance indicators compared to previous years. The indicators are calculated on the basis of the consolidated financial statements.

Ratio Formula 30.06.2024 30.06.2023 30.06.2024
Adjusted
30.06.2023
Adjusted
ROE Net profit / equity 20.50% 11.92% 11.55% 10.92%
ROI EBIT / Capital employed 3.60% 2.93% 4.07% 4.34%
ROS EBIT / Revenues and operating
income
16.48% 14.06% 19.08% 20.85%

Main notes to the income statement

Revenues and operating income were up 16.3% on the same period of 2023. Compared to the previous year and excluding the income generated from the negative goodwill (bargain purchase) from the acquisition of Econis G, the growth ( djusted Revenues would have been 13.4%. This strong result reflects the Group's healthy income statement and the regard in which the Group is held among its customer base as a highquality and cost competitive player. The increase is due both to organic growth and the contribution of the new companies acquired in H1 2024. In particular, Econis AG and the Edge&Cloud business unit respectively generated in the period revenues of Euro 3.4 million and Euro 2.1 million. Therefore, net of the revenues generated by the newly-acquired companies from the acquisition date and the income generated from the bargain purchase of Econis AG, revenues would have amounted to Euro 67.2 million, growth on the previous year of 4.8%.

In the first half of 2024, revenues from the resale of products gradually reduced, with high added-value service revenues increasing, in line with the Group's strategic objectives. For details, see ote 21. Consequently, costs of products for resale decreased. Reference should be made to Note 22 for further details.

The following table shows the results achieved in the first six months of 2024, compared with the same period of 2023 in terms of total revenues and operating income, EBITDA, EBIT, profit before taxes and consolidated net profit.

H1 2023 H1 2022 H1 2023
Adjusted
H1 2022
Adjusted
%
Adj.Cge.
Total revenues and operating
income
74,576,478 64,150,846 72,749,937 64,150,846 13.4%
EBITDA 27,479,540 22,280,783 26,683,686 24,338,230 9.6%
EBIT 12,288,660 9,020,119 13,879,554 13,378,565 3.7%
Profit before taxes 8,318,469 5,427,086 9,909,363 9,785,532 1.3%
Consolidated net profit 6,519,734 3,829,263 7,315,462 6,650,476 10.0%

Consolidated Adjusted EBITDA was Euro 26.7 million (Euro 24.3 million in H1 2023), with the margin decreasing from 37.9% in H1 2023 to 36.7% in the reporting period. This slight decrease is due to the acquisitions in the period, Econis AG and the Edge & Cloud business unit, which present lower margins than the Group average. On a like-for-like basis with H1 2023, the adjusted EBITDA margin would be 39.8%, improving on H1 2023 due to the focus on Cloud services, the degree of optimization of process and operating services organisation, the reduction in costs for products for resale, for which reference should be made to note 22, cost synergies, and the ongoing improvement of the margins of the acquirees, which offset the impact of increasing energy costs, particularly in Germany. Adjusted EBITDA rose also in absolute terms by 9.6% on H1 2023, thanks to the factors outlined above.

Consolidated Adjusted EBIT was Euro 13.9 million (Euro 13.4 million in H1 2023), +3.74% on H1 2023, with a margin of 19.1% and write-downs of Euro 12.9 million, increasing on the same period of the previous year (Euro 11 million in H1 2023). For the same reasons outlined for Adjusted EBITDA, the margin would be 20.8%.

The Adjusted consolidated net profit amounted to Euro 7.3 million (Euro 6.6 million in H1 2023), up 10% on H1 2023 thanks to the factors outlined above for EBITDA and EBIT.

The reconciliation between the Net Result and EBITDA and Adjusted EBITDA for H1 2024 and H1 2023 are presented below:

H1 2024 % of Total
revenues
and
operating
income
H1 2023 % of Total
revenues
and
operating
income
Net Profit 6,519,734 8.96% 3,829,263 5.97%
Income taxes 1,798,736 2.47% 1,597,823 2.49%
Financial income (163,007) (0.22%) (6,374) (0.01%)
Financial expenses 4,124,708 5.67% 3,598,305 5.61%
Exchange gains/(losses) 8,490 0.01% 1,102 0.00%
Amortisation & depreciation 15,190,879 20.88% 13,260,664 20.67%
EBITDA 27,479,540 37.77% 22,280,783 34.73%
M&A professional services costs (i) 522,011 0.72% 734,600 1.15%
Costs for Stock options and RSU - IFRS2 (ii) 356,660 0.49% 618,649 0.96%
Other costs (iii) 152,015 0.21% 704,198 1.10%
Other positive income components
(Bargain Purchase) (iv)
(1,826,540) (2.51%) 0 0.00%
Adjusted EBITDA 26,683,686 36.68% 24,338,230 37.94%
  • (i) The Group incurred M&A professional service costs of approx. Euro 522 thousand, of which approx. Euro 374 thousand concerning the acquisition of the company Econis, approx. Euro 89 thousand concerning the acquisition of the Edge&Cloud business unit and approx. Euro 59 thousand for the reorganisation project in Germany through the merger of the German companies into Wiit AG;
  • (ii) The Group reports costs of Euro 357 thousand following the distribution of stoc options and RSU's as per IFRS 2.
  • (iii) The Group recognised Euro 152 thousand for costs related to the staff reorganisation.

  • (iv) The Group recognised positive income components of Euro 1.8 million as the bargain purchase from the acquisition of the Swiss company Econis AG.

The reconciliation between the Net Result and Adjusted EBITDA for H1 2024 and H1 2023 are presented below:

H1 2024 % of Total
revenues and
operating
income
H1 2023 % of Total
revenues and
operating
income
Net Profit 6,519,734 8.96% 3,829,263 5.97%
Income taxes 1,798,736 2.47% 1,597,823 2.49%
Financial income (163,007) (0.22%) (6,374) (0.01%)
Financial expenses 4,124,708 5.67% 3,598,305 5.61%
Exchange gains/(losses) 8,490 0.01% 1,102 0.00%
EBIT 12,288,660 16.89% 9,020,119 14.06%
M&A professional services costs (i) 522,011 0.72% 734,600 1.15%
Costs for Stock options and RSU - IFRS2 (ii) 356,660 0.49% 618,649 0.96%
Other costs (iii) 152,015 0.21% 704,198 1.10%
Other positive income components (Badwill) (iv) (1,826,540) (2.51%) 0 0.00%
Amortisation Customer list from PPA (v) 1,649,667 2.27% 1,602,842 2.50%
Amortisation Data Center, Building and Platform from PPA (vi) 737,080 1.01% 698,156 1.09%
Adjusted EBIT 13,879,554 19.08% 13,378,565 20.85%
  • (v) The Group recorded amortisation for the business list recognized following the Purchase Price Allocation: for Euro 105 thousand concerning Adelante, for Euro 150 thousand Matika, for Euro 80 thousand Etaeria, for Euro 244 thousand MyLoc, for Euro 396 thousand Boreus, for Euro 44 thousand Mivitec, for Euro 80 thousand ERPtech, for Euro 144 thousand Lansol, for Euro 40 thousand Global and for Euro 47 thousand Edge&Cloud. These refer to non-recurring transactions that do not require additional investments.
  • (vi) The Group recorded depreciation relating to the surplus value allocated to the Data Center acquired as part of the Purchase Price Allocation of MyLoc for Euro 342 thousand, of Boreus for Euro 86 thousand, the depreciation of the surplus value allocated to the Boreus building for Euro 193 thousand and the depreciation of the surplus value of the Digital platform for Euro 39 thousand. This amortisation was recognised to the " mortisation, depreciation and write-downs" account.

The reconciliation between the Net Result and Adjusted Net Result for H1 2024 and H1 2023 are presented below:

H1 2024 % of Total
revenues and
operating
income
H1 2023 % of Total
revenues and
operating
income
Net Profit 6,519,734 8.96% 3,829,263 5.97%
M&A professional services costs (i) 522,011 0.72% 734,600 1.15%
Costs for Stock options and RSU - IFRS2 (ii) 356,660 0.49% 618,649 0.96%
Other costs (iii) 152,015 0.21% 704,198 1.10%
Other positive income components (Badwill) (iv) (1,826,540) (2.51%) 0 0.00%
Amortisation Customer list from PPA (v) 1,649,667 2.27% 1,602,842 2.50%
Amortization Data Center, Building and Platform from PPA
(vi)
737,080 1.01% 698,156 1.09%
Tax effects of reconciled items (795,165) (1.09%) (1,537,233) (2.40%)
Adjusted Net Profit 7,315,462 10.06% 6,650,476 10.37%

Statement of financial position highlights

The reclassified statement of financial position of the Group for the first half of 2024 is compared with the previous year below (in Euro):

30.06.2024
Consolidated
31.12.2023
Consolidated
Net intangible assets 179,786,335 179,301,843
Net tangible assets 82,290,405 66,858,383
Equity investments and other financial assets 5 5
Other long-term receivables 529,665 711,300
Deferred tax assets 1,708,672 1,724,090
Fixed assets 264,315,082 248,595,622
Inventories 260,392 166,980
Trade receivables 38,672,685 25,842,136
Current financial assets 1,061,434 11,602,736
Other receivables 16,561,165 9,195,557
Cash and cash equivalents 19,709,163 13,690,212
Current assets 76,264,840 60,497,621
Capital employed 340,579,923 309,093,243
Bank loans (within one year) 13,686,307 12,120,143
Financial indebtedness related to Bond facilities (within one year) 8,760,607 7,897,960
Payables to other lenders (within one year) 10,589,403 7,695,550
Payables to suppliers (within one year) 29,665,746 18,294,275
Tax payables 4,472,079 2,857,006
Other current financial liabilities 4,326,965 948,035
Other payables 16,010,335 9,301,897
Current liabilities 87,511,442 59,114,866
Employee benefits 3,293,765 3,042,572
Bank loans (beyond one year) 28,064,140 27,805,467
Financial indebtedness related to Bond facilities (beyond one year) 155,978,861 157,442,669
Payables to other lenders (beyond one year) 19,232,246 13,289,335
Provisions for risks and charges 570,287 567,886
Other non-current financial liabilities 4,926 331,938
Other medium/long-term payables 108,357 109,884
Other payables and non-current liabilities 121,515 60,566
Deferred tax payables 13,893,513 14,779,476
Medium/long-term liabilities 221,267,611 217,429,793
Non-controlling interests share capital 308,779,053 276,544,659
Equity 31,800,870 32,548,583
Own funds 31,800,870 32,548,583
Own funds & Minority interest share capital 340,579,923 309,093,243

Main notes to the statement of financial position

The increase in fixed assets reflects investments of approx. Euro 17.229 million, including the right-of-use of Euro 11.286 million, of which: Euro 8.4 million relating to leasing charges measured according to the finance method (IFRS 16, already partly recognised under IAS 17), and for the remaining amount to property and motor vehicle lease contract payables. The increase is partially offset by amortisation and depreciation of approx. Euro 15.1 million. The acquisition of the Edge&Cloud BU resulted in increased fixed assets of Euro 4.646 million, in addition to an increase in goodwill of Euro 26 thousand, and the "Customer ist", recognised to intangible assets, of Euro 1.873 million. The acquisition of the company Econis AG resulted in an increase in property, plant and equipment of Euro 7.3 million.

With reference to net working capital, during the period trade receivables and payables increased, in particular in Germany following the reorganisation (mergers into WIIT AG) which resulted in Q2 in receivable and payable cycle process delays. These events are considered extraordinary and temporary. Management expects to return to normal processes over the coming months.

Condensed Statement of Cash Flow

The condensed statement of cash flow for the period, compared to the end of the previous year and the same period for the previous year, is presented below.

30.06.2024 30.06.2023
Net profit from continuing operations 6,519,734 2,187,857
Adjustments for non-cash items 19,954,156 9,021,231
Cash flow generated from operating activities before working capital changes 26,473,890 11,209,088
Changes in current assets and liabilities (9,001,839) (822,493)
Changes in non-recurring current assets and liabilities 4,210,874 (20,336)
Cash flow generated from operating activities (4,245,876) (2,205,878)
Net cash flow generated from operating activities (a) 17,437,049 8,160,382
Net cash flow used in investment activities (b) 4,390,562 (11,580,585)
Cash flows from financing activities (c) (15,808,660) 5,579,464
Net increase/(decrease) in cash and cash equivalents (a+b+c) 6,018,951 2,159,263
Cash and cash equivalents at end of the period 19,709,163 33,617,342
Cash and cash equivalents at beginning of the period 13,690,212 31,458,079
Net increase/(decrease) in cash and cash equivalents 6,018,951 2,159,263

During the first half of the year, excellent cash flows of Euro 6.018 million were generated, mainly from operating activities for Euro 17.437 million and investing activities for Euro 4.39 million (investments in tangible and intangible assets absorbed Euro 5.942 million of cash, the business combination activities (Econis and Edge&Cloud) absorbed cash of Euro 589 thousand, against divestments of current financial assets of Euro 10.919 million). These cash flows were partially offset by financing activities which absorbed Euro 7.827 million for the distribution of dividends, Euro 6.014 million for the settlement of loan principal amounts, Euro 2.626 million for the settlement of Bond principal amounts, Euro 6.462 for the payment of leasing instalments and Euro 0.412

million for the acquisition of treasury shares. Financing activities include the undertaking of new loans for Euro 8 million in the first half of 2024.

Key Financial Indicators

The net financial position at June 30, 2024 is as follows:

30.06.2024 30.06.2023
A - Cash and cash equivalents 19,709,163 22,483,673
B - Securities held for trading 0 0
C - Current financial assets 1,061,434 1,199,534
D - Liquidity (A + B + C) 20,770,598 23,683,207
E - Current bank payables (13,686,307) (7,630,343)
F - Other current financial liabilities (4,326,965) (1,930,371)
G - Payables to other lenders (10,589,403) (8,632,813)
H - Current financial indebtedness related to Bond facilities (8,760,607) (8,175,477)
I - Current financial debt (E + F + G + H) (37,363,282) (26,369,004)
J - Current net financial debt (I - D) (16,592,684) (2,685,797)
K - Bank loans (28,064,140) (20,786,868)
L - Payables to other lenders (19,232,246) (13,767,791)
M - Non-current financial indebtedness related to Bond facilities (155,978,861) (161,101,352)
N - Other non-current financial liabilities (4,926) (332,254)
O - Trade payables and other non-current payables 0 0
P - Non-current financial debt (K + L + M + N + O) (203,280,174) (195,988,265)
Q - Group net debt (J + P) (219,872,858) (198,674,062)
- Lease payables IFRS 16 (current) 3,349,644 3,010,920
- Lease payables IFRS 16 (non-current) 8,216,347 9,123,070
R - Net financial debt excluding the impact of IFRS 16 for the Group (208,306,867) (186,540,072)

The net financial position is based on the definition contained in Consob Clarification No. 5/21 of pril 29, 2021: "Recommendations for the uniform implementation of the European Commission regulation on financial statements". It is the opinion of the Directors that there are no components of implied indebtedness pursuant to the Disclosure Requirements Guidelines under the Prospectus Regulation issued by ESMA on March 3, 2021. Similarly, the Group has no reverse factoring or supply agreement transactions in place.

For a better understanding of the financial situation, the table below illustrates some financial performance ratios compared to the previous year.

H1 2024 H1 2023
Primary liquidity Current Assets / Current Liabilities 0.87 1.00
Debt Third-party capital / Own capital 2.39 1.65

Financial Instruments

The Group does not have any derivative financial instruments at June 30, 2024.

Treasury shares or Parent Company shares

In accordance with Article 2428 points 3) and 4) of the Civil Code, WIIT S.p.A. holds 1,930,437 treasury shares, but does not hold shares in parent companies, even through trust companies or nominees, nor have shares of the parent company or its subsidiaries been acquired and/or sold during the period, even through trust companies or nominees.

Opt-out from the obligation to publish disclosure documents on undertaking significant corporate transactions

In accordance with Article 3 of Consob Resolution No. 18079 of January 20, 2012, the Parent Company decided to apply the opt-out as per Articles 70, paragraph 8, and 71, paragraph 1-bis of Consob motion no. 11971/99, as amended, applying therefore the exception from publication of the required disclosure documents concerning significant merger, spin-off, share capital increases through conferment of assets in kind, acquisition, and sales operations.

The environment and personnel

In relation to the societal role of the company as set out in the Directors' Report of the Italian ccounting Professionals Body (Consiglio Nazionale dei Dottori Commercialisti e degli Esperti Contabili), the following information relating to the environment and to personnel is provided.

Personnel

In H1 2024, no deaths of registered employees occurred at the workplace.

In H1 2024, no serious workplace accidents took place involving serious injury to registered employees.

In H1 2024, no issues in relation to workplace health matters concerning employees or ex-employees or misconduct against the company arose.

Environment

In H1 2024, no environmental damage was declared against the company.

In H1 2024, no penalties were incurred for offences or environmental damage.

| Consolidated Half-Year Report at June 30, 2024

Disclosure relating to risks and uncertainties pursuant to Article 2428, paragraph 2, point 6-bis of the Civil Code

Risk management

As in all businesses, risk factors which may affect the Group results exist and therefore preventative actions have been taken. Specifically, the Group prioritizes assessment of all types of risk and implements procedures for their control and mitigation. These procedures concern the commitment and responsibilities undertaken and are subject to maximum transparency and correctness.

On 30/07/2013, following approval of the Organizational and Management Model which includes Risk analysis in accordance with Article 6, paragraph 1, letter a) of Legislative Decree No. 231/01, the Board of Directors approved the appointment of a Supervisory Board to oversee the application of and compliance to the Model, as well as updates to it.

The risk analysis carried out for the implementation of the Model considers the scenario whereby the company was already equipped with an integrated management system, the DPS and its evolution, and in possession of the certifications relating to quality (ISO 9001), IT Services Management (ISO 20000), and "security" (ISO 27001).

The risk factors in accordance with article 2428 of the Civil Code are outlined below and further more general considerations can be found in the specific documentation.

Financial Risks

The Group is not particularly exposed to financial risks. As operating mainly in the Eurozone, it in fact only has a marginal exposure to exchange rate risk from transactions in foreign currency. Operating revenues and cash flows are not subject to market interest rate fluctuations and no significant credit risks exist as the financial counterparties are leading customers considered solvent by the market.

The financial risks to which the Group is exposed are mainly related to the sourcing of funds on the market (liquidity risk) and interest rate fluctuations (interest rate risk).

In the choice of financing and investing operations the Group adopted prudent criteria and limited risk and no operations were taken of a speculative nature. The Group funds these financial charges with liquidity from operations. In order to monitor financial risks through an integrated reporting system and ensure analytical planning of future activities, the Group has adopted a management control system.

The main categories of financial risk are however outlined below, indicating the level of exposure to the various categories of risk.

Currency risk

Currency risk is defined as the risk of the value of a financial instrument changes following exchange rate movements. The WIIT Group has a limited exposure to exchange rate risk since the subsidiaries that prepare their financial statements in currencies other than the Euro are small and the transactions in foreign currency are not significant.

Interest rate risk

The management of the interest rate risk has the objective to ensure a balanced debt structure, minimising interest costs over time.

Interest rate risk concerns that affecting the value of a financial instrument on the basis of market interest rate fluctuations.

The Group over the years has contracted loans at both fixed and variable rates. In particular, the largest loans to which the company is exposed are at fixed rates, while the variable loans undertaken over the last two years - against a backdrop in which interest rates are expected to decline - do not present a factor of uncertainty and/or risk for management.

The breakdown of existing loans is reported in the Explanatory Notes.

With regards to variable rate financial assets and liabilities at June 30, 2024, amid a hypothetical increase (decrease) of interest rates by 100 basis points against the interest rate at the same date, with the other variables remaining constant, financial expenses would increase on an annual basis by approx. Euro 236 thousand.

Market risk

Market risk is defined as the risk that the value of a financial instrument changes due to fluctuations in market prices. The Group is exposed to the risks stemming from the global economic environment, and in particular the Italian market performance as the main market for the services provided by the Group. Specifically, political, general economic and global financial instability (and in particular in Italy may significantly impact the Group's production capacity and growth outlook, with possible impacts on the operations, prospects and financial statements of the parent company and of the Group. In addition, the Russia-Ukraine conflict and more generally the greater awareness of ESG topics are placing a greater focus on energy sourcing. In particular, the Russia-Ukraine conflict has created geo-political tensions that have raised the cost of energy to which the Wiit Group is exposed to run its servers. The Group is closely monitoring rising energy prices and by 2022 had already put in place strategies to ensure price stability over the long-term, so as to enable the Group to better monitor the margins associated with customer contracts, which are almost always of long-term duration. Against this backdrop, also with an ESG focus, the Group is shifting its supplies towards renewable energy.

The WIIT Group has marginal exposure to the Russian or Ukrainian and Israeli markets.

Also at the ESG level, the Group may be exposed to earthquake risk, which could result in damage to its servers with consequent loss of data. The procedures introduced by the Group are, however, designed to prevent this occurrence through backup procedures located in different data centers at a safe distance to avoid or minimise the possibility of contextual damage.

Credit risk

Credit risk is defined as the probable financial loss generated by the non-fulfilment by third parties of a payment obligation to the company.

The WIIT Group is exposed to the risk that its customers may be late or not comply with their payment obligations, according to the agreed terms and conditions and that the internal procedures adopted to assess credit standing and the solvency of clients are not sufficient to ensure collection.

Any missed payments, late payments or other defaults may be due to the insolvency or bankruptcy of the customer, economic events or specific issues affecting the customer. Payment delays may delay cash inflows.

The Group does not have significant concentrations of credit risk, also due to the fact that it does not significantly deal with, as a strategic choice, the public sector.

The Group manages this risk through choosing counterparties considered as solvent by the market and with a high credit rating, or through providing highly critical services which may not be easily interrupted by its customers.

For commercial purposes, policies have been adopted to ensure the solvency of customers and limit the exposure to the credit risk of an individual customer through evaluation and monitoring.

All receivables are periodically subject to an assessment by customer type, with write-downs made where impairments are identified.

Receivables are initially stated at fair value, corresponding to their nominal value, and subsequently measured according to the amortised cost method, net of a write-down provision.

In relation to trade receivables and other receivables, the Company has applied the simplified approach indicated by IFRS 9 to measure the doubtful debt provision as the expected loss over the life of the receivable. The Company measures the amount of expected losses through the use of a past due provisioning matrix, calculated on the basis of the sector and country risk rates.

The breakdown of trade receivables is provided in the Explanatory Notes.

Liquidity risk

Liquidity risk is defined as the risk that the Group encounters difficulties in sourcing the funds necessary to satisfy the obligations related to financial liabilities.

Prudent management of liquidity risk is pursued by monitoring the cash flows, financial needs and the liquidity of the company, so as to ensure the proper management of financial resources through appropriately allocating any excess or on demand liquidity and the undertaking of adequate lines of credit.

Economic environment risks

The Information Technology market is naturally linked to the general economic performance. A poorly performing economy may slow demand with consequent impacts on the financial statements, in particular for the subsidiaries.

Cyber Security Risk

Risks associated with information systems and cyber attacks

Reliability, operational performance, integrity and continuity in the Group's ICT infrastructure and technology networks are essential for the Group's business, prospects and reputation.

Malfunctions may be caused by migration to new technological or application environments, by significant changes in the production environment, or by human error, insufficient and incomplete testing and acceptance, cyber attacks, unavailability of infrastructure services (e.g., power or network connectivity), or natural phenomena (e.g., flooding, fire, or earthquake).

The WIIT Group is therefore exposed to the risk that a malfunction of its IT systems could jeopardize the performance of its core business and interrupt service delivery to its customers. The Group is also exposed to the risk of hacking attacks on its systems that might entail theft of corporate secrets or unauthorised access to customer data, the intentional or unintentional use of such data, theft, loss or destruction, by current or former employees, consultants, suppliers or other persons who have had access thereto. These kinds of cyber attacks could also disable the computer systems used and result in the need to pay a ransom to remove access restrictions caused by any malware that has infected the systems ("ransomware" .

The occurrence of such circumstances could potentially lead to claims for damages, loss of clients or of a portion of the sales generated by such clients, causing adverse effects on the Group's reputation and thus on the business, outlook, operating results and financial position of the Parent Company and of the Group.

In response to these threats, the WIIT Group has hired highly specialised professionals and technicians and its IT infrastructure is undergoing constant technological development and updates to ensure IT security and reduce the risks of hacking. In particular, in IT security, in addition to its "Business Continuity and Disaster Recovery Plan", the IIT Group has implemented further security tools such as (i) two-factor (strong) authentication management software for external access to IIT's networ , (ii a Password Access Management (PAM) system that reinforces the security of access privileges within the infrastructure, allowing access to be monitored on the basis of the user's role, (iii a next-generation firewall (NGFW) with advanced anti-malware and intrusion detection features for server traffic and (iv) an anti-virus with EDR (Endpoint Detection & Response) functions and disc encryption for user workstations. In addition, the Group conducts on a recurring basis specific Vulnerability anagement and "penetration test" sessions, taking a risk-based approach (e.g., analysis of the level of protection applied to the Active Directory services) to detect and manage any vulnerabilities in the infrastructure.

The Group is therefore required to pay ongoing costs to update and improve its IT security systems and processes, and to integrate them into newly acquired companies. However, there is no guarantee that the security systems or processes in place or which the Group may introduce in the future will be able to prevent or mitigate damage from cyber attacks or other malfunctions.

Cyber security personnel training has also become a key focus: an ongoing internal project has been launched to improve the awareness of WIIT Group personnel around cyber security issues, in collaboration with the HR team and with the goal of developing an organic training plan. After the first training phase, the project will update the training plan with the involvement of WIIT staff in Italy through recurrently planned training sessions.

Appropriate internal phishing campaigns have also been initiated with the aim of raising the level of staff awareness of this family of threats.

In this area, it also appears strategic to adopt appropriate models for the proper management of security within the WIIT organisation. An information security management system (ISMS) has been developed and adopted in line with the ISO 27001 standard, while applying other frameworks of the same family for web services (27017-27018) and security incident management (27035).

Risks connected with regulatory developments

In operating as a hosting provider, the Group is subject to Directive 2000/31/EC and Legislative Decree No. 70/2003. Although the above-stated regulations assign merely a passive role to the hosting provider, limited to "merely technical, automatic and passive operations", the most recent jurisprudence in both Italy and the EU has in certain cases recognised to the provider also an active role.

This means - where this new interpretation is confirmed - that providers may be held responsible also for the content of the information stored on its servers, as considered the manager. The Group therefore may in the future be considered responsible for the content stored on Group infrastructure (such as information uploaded by customers on their websites) and as such may be involved in the relative disputes (with regards, for example, to intellectual property and civil and/or criminal liability).

The Group companies are therefore considered data owners as per Regulation EC 679/2016 on the protection of natural persons with regards to the processing of personal data, and are therefore required to comply with the relative regulations, with consequent compliance costs (see First Section, Chapter 4, Paragraph 4.1.9 of the Prospectus).

Finally, the Parent Company is held to incur costs and expenses, also at a significant nature, to ensure compliance with the legislation and regulations applicable to companies listed on a regulated market, such as the MTA.

INTERNAL RISKS

Risks connected to the employment of key personnel

The parent company and the Group are exposed to the risk of interruptions to professional relationships with top managers undertaking key roles, in addition to the risk of not being in a position to replace such individuals in an adequate and timely manner. In fact, although the Group has not recorded over recent years the turnover of its top management and although considering itself to have an operating structure capable of ensuring operational continuity, it is however exposed to this risk.

The Parent Company considers in fact that the success of the WIIT Group depends significantly on a number of key top managers, who - thanks to consolidated sector experience and in terms of specific roles and expertise - have over time assumed a critical role in managing Group operations, significantly contributing to developments.

Although, as stated, from an operating and management viewpoint the Group considers itself to have a structure in place capable of guaranteeing operating continuity, the loss of the professional contribution of one or more key individuals may impact operational developments and the timeframe for executing the Group's growth strategy. The consolidating company however consistently monitors this risk in order to replace in a timely manner such individuals with equally qualified and appropriate staff, so as to ensure the same operating and professional contribution and to avoid possible impacts on operations and the growth prospects of the parent company and of the Group.

Concentration risks

The parent company and the Group now offer services to enterprises operating on a range of markets (e.g., Finance, Legal, Service Provider, Defence, Gaming, Luxury, Pharma, Manufacturing and Utility) and with highly divergent characteristics.

Group revenues are equally distributed. Despite this fact, the loss of certain significant customers may impact the company's financial statements, without however putting the company's going concern in danger.

Risks associated with contractual commitments

The Group provides high technological content and high value outsourcing services and the relative underlying contracts may stipulate the application of penalties for non-compliance with the agreed service levels.

Penalties are provided for in contracts in relation to the value of the services provided.

The Group also signed insurance policies deemed adequate to protect against risks resulting from civil liability for an annual ceiling of Euro 5 million.

Further to the above coverage, additional policies are taken out for significant economic/financial projects to avoid negative impacts on the Group's economic/equity and financial position.

Climate change and possible impacts on the WIIT Group

The increasing attention devoted to environmental issues and climate change by the foremost global institutions and the increasing awareness amongst the world's population of the impacts that businesses have on the climate through their activities have led the Directors to assess the possible effects that such changes might have on the management of the Group's business. The main consequences of this situation may relate to increased energy costs, especially with reference to energy from renewable sources, due to an increase in demand from energy-intensive companies increasingly seeking to make green choices. At the same time there could be an increase in the cost of

energy from fossil fuels due to tighter regulations that are increasingly oriented toward environmental protection. The Directors consider that while the climate change risk faded over the year as a result of the stabilization of energy prices, they cannot rule out the possibility that future rises may affect the Group's operating and financial situation, with currently 6.26% of revenues spent on electricity (6.33% in 2023). Development drivers both within the Group and on the market are also pushing increasingly in the direction of reducing overall consumption, using all-flash units and adopting compression and data deduplication technologies that allow for a more efficient use of resources, thereby lowering energy consumption. This is done in order to access advanced technological resources in a flexible, scalable manner, thereby reducing the environmental impact of operations by adopting sustainable practices, such as remote work and paperless processes.

The Group is not particularly exposed to weather-related risks as it conducts its business in various geographical areas and has disaster recovery and redundancy systems linked to datacenters located in different and distant locations.

Condensed Consolidated Half-Year Financial Statements of the WIIT Group at June 30, 2024

35 | Consolidated Half-Year Report at June 30, 2024

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

30.06.2024 31.12.2023
ASSETS
Intangible assets 1 58,682,504 58,224,012
Goodwill 2 121,103,831 121,077,831
Right-of-use 3 12,942,869 11,870,441
Plant & machinery 3 9,049,459 8,737,760
Other tangible assets 3 60,298,077 46,250,182
Deferred tax assets 16 1,708,672 1,724,090
Equity investments 5 5
Other non-current contract assets 4 24,356 24,357
Other non-current assets 4 505,309 686,944
NON-CURRENT ASSETS 264,315,082 248,595,622
Inventories 5 260,392 166,980
Trade receivables 6 38,672,685 25,842,136
Current financial assets 7 1,061,434 11,602,736
Other receivables and other current assets 7 16,561,166 9,195,557
Cash and cash equivalents 8 19,709,163 13,690,212
CURRENT ASSETS 76,264,841 60,497,621
TOTAL ASSETS 340,579,923 309,093,243

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

30.06.2024 31.12.2023
H
HO
' QU
N
B
Share capital 2,802,066 2,802,066
Share premium reserve 44,598,704 44,598,704
Legal reserve 560,413 560,413
Other reserves 6,294,082 5,576,744
Treasury shares in portfolio reserve (30,726,592) (30,566,915)
Reserves and retained earnings (accumulated losses) 1,531,712 1,074,273
Translation reserve 25,713 22,610
Group net result 6,488,452 8,285,649
G OU
H
HO
' QU
9 31,574,549 32,353,544
Result attributable to non-controlling interests 31,282 60,569
Non-controlling interests equity 226,319 195,039
TOTAL SHAREHOLDERS' EQUITY 9 31,800,870 32,548,583
Payables to other lenders 10 19,232,246 13,289,335
Non-current financial indebtedness related to Bond
facilities
Bank loans
11
12
155,978,861
28,064,140
157,442,669
27,805,467
Other non-current financial liabilities 13 4,926 331,938
Employee benefits 14 3,293,765 3,042,572
Provisions for risks and charges 15 570,287 567,886
Deferred tax liabilities 16 13,893,513 14,779,476
Non-current contract liabilities 17 108,356 109,882
Other payables and non-current liabilities 17 121,515 60,566
NON-CURRENT LIABILITIES 221,267,612 217,429,794
Payables to other lenders 10 10,589,403 7,695,550
Current financial indebtedness related to Bond
facilities 11 8,760,607 7,897,960
Short-term bank loans 12 13,686,307 12,120,143
Current income tax liabilities 18 4,472,079 2,857,006
Other current financial liabilities 13 4,326,965 948,035
Trade payables 19 33,381,112 18,294,275
Current contract liabilities 20 6,138,496 3,492,306
Other payables and current liabilities 20 6,156,473 5,809,591
CURRENT LIABILITIES 87,511,441 59,114,866
TOTAL LIABILITIES 308,779,054 276,544,660
TOTAL LIABILITIES & SHARE. EQUITY 340,579,923 309,093,243

CONSOLIDATED INCOME STATEMENT

H1 2024 H1 2023
REVENUES AND OPERATING INCOME
Revenues from sales and services 21 72,008,326 63,738,159
Other operating income 21 2,568,151 412,687
Total revenues and operating income 74,576,478 64,150,846
OPERATING COSTS
Purchases and services 22 (24,978,755) (23,454,167)
Personnel costs 23 (21,849,553) (17,477,421)
Amortisation, depreciation and write-downs 24 (15,190,879) (13,260,664)
Other costs and operating charges 25 (362,042) (876,711)
Change in Inventories of raw mat., consumables and
goods
- 93,413 (61,764)
Total operating costs (62,287,817) (55,130,727)
EBIT 12,288,660 9,020,119
Financial income 26 163,007 6,374
Financial expenses 27 (4,124,708) (3,598,305)
Exchange gains/(losses) 28 (8,490) (1,102)
PROFIT BEFORE TAXES 8,318,469 5,427,086
Income taxes 29 (1,798,736) (1,597,823)
NET PROFIT 6,519,734 3,829,263
Group Result 11 6,488,452 3,816,437
Non-controlling interest result 11 31,282 12,826
Earnings per share
Basic earnings per share (Euro per share) 0.29 0.14
Diluted earnings per share (Euro per share) 0.30 0.14

STATEMENT OF COMPREHENSIVE INCOME

H1 2024 H1 2023
NET PROFIT 6,519,734 3,829,263
Items not reclassified subsequently to the income
statement
Discounting Provisions for employee benefits (IAS19)
Tax effect on components of comprehensive income that
139,314 39,930
will not be reclassified subsequently to the income
statement
(38,869) (11,140)
Total 100,445 28,790
Items reclassified subsequently to the income statement
Profits (losses) from conversion of accounts of overseas
companies
3,103 15,842
Tax effect on components of comprehensive income that
will be reclassified subsequently to the income statement
0 0
Total 3,103 15,842
TOTAL COMPREHENSIVE INCOME 6,623,282 3,873,895

STATEMENT OF CHANGES IN CON O H HO ' EQUITY

Euro Share
capital
Share
premium
reserve
Legal
Reserve
Treasury
shares
acquired
reserve
Other
reserves
Translation reserve Retained earnings and
losses carried forward
Net result Group
Shareholders'
equity
Non
controlling
interests
share. Eq.
Total
G
p h h
' q y
31.12.2022
2,802,066 44,598,704 560,413 (19,410,233) 2,692,251 (4,022) 1,028,475 7,845,609 40,113,264 134,056 40,247,320
Net Result 3,816,437 3,816,437 12,825 3,829,263
Other Comprehensive Income
Statement components
28,790 15,842 44,632 44,632
Comprehensive net income 28,790 15,842 0 3,816,437 3,861,069 12,825 3,873,895
Allocation of 2022 result
Legal reserve 0 0
Distribution of dividends (1,806,368) (6,011,746) (7,818,114) (7,818,114)
Carried forward 1,833,863 (1,833,863) 0 0
IFRS 2 Reserve 618,649 618,649 618,649
Use/Sale of treasury shares 5,454,693 1,735,807 7,190,500 7,190,500
Acquisition of treasury shares (11,999,171) (11,999,171) (11,999,171)
Other changes (18,300) 18,300 0 0
G
p h h
' q y
30.06.2023
2,802,066 44,598,704 560,413 (25,954,711) 5,057,196 11,820 1,074,274 3,816,437 31,966,199 146,881 32,113,081
Net Result 4,469,212 4,469,212 48,157 4,517,369
Other Comprehensive Income
Statement components
(94,515) 10,790 (83,724) (83,724)
Comprehensive net income (94,515) 10,790 0 4,469,212 4,385,488 48,157 4,433,645
Allocation of 2022 result
Legal reserve 0 0
Distribution of dividends 0 0
Carried forward 0 0
IFRS 2 reserve 614,062 614,062 614,062
Sale of treasury shares 0 (0) 0 0
Acquisition of treasury shares (4,612,202) (4,612,202) (4,612,202)
Use of treasury shares 0 0
Other changes 0 0
G
p h h
' q y
31.12.2023
2,802,066 44,598,704 560,413 (30,566,915) 5,576,744 22,610 1,074,274 8,285,649 32,353,545 195,038 32,548,583

40 | Consolidated Half-Year Report at June 30, 2024

M N OF CH NG N CON O H HO ' QU

Euro Share
capital
Share
premium
reserve
Legal
Reserve
Treasury shares
acquired
reserve
Other
reserves
Translation
reserve
Retained
earnings and
losses carried
forward
Net result Group
Shareholders'
equity
Non
controlling
interests
shareholders'
equity
Total
Group h h
' q y
31.12.2023
2,802,066 44,598,704 560,413 (30,566,915) 5,576,744 22,610 1,074,274 8,285,649 32,353,545 195,038 32,548,583
0 0 (0) 0 (0) 0 0 0 (1) 1 (0)
Net Result 6,488,452 6,488,452 31,281 6,519,734
Other Comprehensive Income Statement
components
100,446 3,103 103,549 103,549
Comprehensive net income 100,446 3,103 0 6,488,452 6,592,001 31,281 6,623,283
Allocation of 2023 result
Legal reserve 0 0
Distribution of dividends (1,464,527) (6,363,140) (7,827,667) (7,827,667)
Carried forward 1,922,509 (1,922,509) 0 0
IFRS 2 reserve 356,660 356,660 356,660
Use of treasury shares 252,496 260,232 512,728 512,728
Acquisition of treasury shares (412,173) (412,173) (412,173)
Other changes (544) (544) (544)
G
p h h
' q y
30.06.2024
2,802,066 44,598,704 560,413 (30,726,592) 6,294,082 25,713 1,531,712 6,488,452 31,574,549 226,320 31,800,870

CONSOLIDATED STATEMENT OF CASH FLOWS

CONSOLIDATED STATEMENT OF CASH FLOWS 30.06.2024 30.06.2023
Net profit from continuing operations 6,519,734 3,829,263
Adjustments for non-cash items:
Amortisation, depreciation, revaluations and write-downs 15,190,879 12,785,254
Change in employee benefits 251,192 (13,085)
Financial income and expenses 3,970,191 3,593,033
Income taxes 1,798,736 1,597,823
Other non-cash charges/(income)* (1,256,842) 184,182
Cash flow generated from operating activities before working capital changes 26,473,890 21,976,470
Changes in current assets and liabilities:
Decrease (increase) in inventories (93,413) 61,764
Decrease (increase) in trade receivables (9,516,763) (1,216,271)
Increase (decrease) in trade payables 9,541,031 4,916,093
Increase (decrease) in tax receivables and payables 1,397,579 (850,680)
Decrease (increase) in other current assets (7,582,385) (919,477)
Increase (decrease) in other current liabilities (2,747,888) 612,132
Decrease (increase) in other non-current assets 232,724 (9,993)
Increase (decrease) in other non-current liabilities 35,406 94,966
Decrease (increase) in contract assets 1,298,081 41,152
Increase (decrease) in contract liabilities 2,644,663 (184,085)
Income taxes paid (2,170,406) (2,798,404)
Interest paid/received (2,075,470) (1,574,657)
Cash flows generated from operating activities (a) 17,437,049 20,149,010
Net increase intangible assets (2,978,313) (4,228,398)
Net increase tangible assets (2,964,579) (5,916,362)
Increases in financial investments 10,919,278 0
Cash flows from business combinations net of cash and cash equivalents (585,824) (7,333,214)
Cash flows used in investing activities (b) 4,390,562 (17,477,973)
New financing 8,000,000 12,000,000
Repayment of loans (6,014,209) (3,960,609)
Bond principal repayment (2,656,836) 0
Lease payables (6,462,421) (5,307,190)
Payment of deferred fees for business combinations 0 (650,000)
Drawdown (settlement) other financial investments (435,354) (592,859)
Dividends paid (7,827,667) (7,818,114)
(Purchase) Sale treasury shares (412,173) (5,316,671)
Cash flows from financing activities (c) (15,808,660) (11,645,443)
Net increase/(decrease) in cash and cash equivalents a+b+c 6,018,951 (8,974,406)
Cash and cash equivalents at end of the period 19,709,163 22,483,673
Cash and cash equivalents at beginning of the period 13,690,212 31,458,079
Net increase/(decrease) in cash and cash equivalents 6,018,951 (8,974,406)

(*) in 2024 mainly concerning the recognition of the bargain purchase of Econis, the recognition of the effects of the stock options as per IFRS 2 and the recognition of employee benefits as per IAS 19.

EXPLANATORY NOTES

Group Structure

Parent

• WIIT S.p.A.

Direct or indirect subsidiaries and Group holdings

At June 30, 2024, the WIIT Group comprised six companies, of which five subsidiaries consolidated line-byline:

  • i. WIIT S.p.A., the consolidating company, a joint-stock company incorporated in Italy with registered office in Via dei Mercanti No. 12, Milan, and its subsidiaries.
  • ii. WIIT Swiss S.A., a company incorporated in Switzerland with registered office in Dottikon Bleicheweg 5 (CH), wholly owned,
  • iii. Gecko mbH, a German company with registered office in Rostock Deutsche-Med-Platz 2 18057 Germany, wholly-owned;
  • iv. Codefit Sp.z.o.o., a Polish company with registered office in Katowice Porcelanowa 19 40246 Poland, held 51%;
  • v. WIIT DE GmbH, a German company with registered office in Düsseldorf Gatherhof 44 40472 Germany, wholly-owned.
  • vi. Econis AG, a Swiss company with registered office in Neumattstrasse, 7 8953 Dietikon, Zurich Switzerland, acquired on April 30, 2024 and wholly-owned.

In the first half of 2024, the following companies were merged by incorporation into WIIT AG:

  • i. myLoc managed IT AG, a German company with registered office in Düsseldorf Gatherhof 44 40472 Germany, wholly-owned;
  • ii. Boreus GmbH, a German company with registered office in Stralsund Schwedenschanze 2 18435 Germany, wholly-owned;
  • iii. Lansol Gmbh (operative), a German-registered company with a share capital of Euro 25,000 and with registered office in Rheingonheimer Weg 13, Limburgerhof, 67117 - Germany, wholly-owned by Lansol Datacenter GmbH.
  • iv. Global Access Internet Services GmbH, a German-registered company with registered office in Munich Leopoldstr. 158 - 80804 Germany, wholly-owned.

In addition, during the period the "Edge Cloud" business unit was acquired by IIT G. All the Group companies undertake the same business as the Parent Company, Wiit S.p.A., or complementary businesses, as is the case for Gecko m.b.H., which develops data management applications and analysis for large organizations.

Accounting standards

This document has been prepared in accordance with IAS 34 (Interim Financial Reporting).

The condensed consolidated half-year financial report does not contain all the disclosure and explanatory notes required for the annual financial report and must therefore be read jointly with the 2023 consolidated annual accounts of Wiit S.p.A.

The accounting standards and policies are in line with those used to prepare the financial statements at December 31, 2023, to which reference should be made, with the exception, where applicable, of the new standards effective from January 1, 2024, as outlined elsewhere.

These condensed consolidated financial statements at June 30, 2024 (hereinafter also the "Half-Year Financial Statements" have been prepared in Euro, the functional currency of the Group. They consist of the consolidated statement of financial position, the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of changes in shareholders' equity, the consolidated statement of cash flow and these explanatory notes. The statement of financial position is compared with December 31, 2023, while the income statement, statement of cash flow, and the statement of changes in shareholders' equity are compared with June 30, 2023. This method was utilized also for the additional level of disclosure.

The half-year financial statements have been prepared on the going-concern basis despite the challenges of the current economic and financial landscape. The Group considers - also in view of its strong competitive positioning, its strong profitability and the solidity of its balance sheet and financial position - to operate as a going concern as per paragraphs 25 and 26 of IAS 1. Therefore, no uncertainties have emerged in relation to events or circumstances which, considered individually or as a whole, could give rise to doubts as to the company's ability to continue as a going concern.

Financial Statements

The Group has adopted the following presentation of the financial statements:

  • a consolidated statement of financial position which separately presents current and non-current assets and current and non-current liabilities;
  • a consolidated income statement that expresses costs using a classification based on their nature;
  • a comprehensive statement of consolidated income which presents the revenue and cost items not recognised to the profit (loss) for the year, as required or permitted by IFRS;
  • a consolidated statement of cash flow which presents cash flows from operating activities according to the indirect method.

The adoption of these statements permits the best representation of the Group's equity, economic and financial situation.

Consolidation scope

The Interim Financial Statements of the WIIT Group includes the half-yearly figures for WIIT and its subsidiaries, both those directly and indirectly held, according to the financial statements approved locally, appropriately adjusted, where necessary, in order to comply with the IAS/IFRS adopted by the Group to prepare the Interim Financial Statements.

The companies over which the Group simultaneously has the following three elements are considered subsidiaries: (a) power over the entity; (b) exposure, or rights, to variable returns deriving from involvement with the same; (c) capacity to utilise the power to influence the amount of these variable returns. Subsidiaries, where undertaking significant activities to correctly represent the equity, economic and financial situation of the Group, are consolidated from the date at which control occurs until the moment at which it terminates. The consolidation scope at June 30, 2024 includes the parent WIIT S.p.A., WIIT AG, Econis AG, WIIT Swiss SA, Gecko Mbh and Codefit SP zoo, held 51% by Gecko Mbh.

The consolidated income statement reflects the Group's half-year figures.

Segment Information

For the purposes of IFRS 8 – Operating Segments, Group activities are organised into six operating segments based on the business and location of the companies of the Group.

In 2020, the Group initially provided segment information based on the geographical location of the markets served (i.e. Italy and International), following the acquisition of the German company myLoc Managed IT AG. The different characteristics of the services, which allow for expansion of the product portfolio in different geographical areas, has led to a breakdown of

operational performance initially into two original CGUs denominated "Italy" and "International".

In 2021 and 2022, following the acquisitions of Boreus, Gecko and of the Lansol Group, the Group added two operating segments coinciding with the acquired companies. In the first half of 2023, following the acquisition of Global Access, a new ad hoc operating segment was created.

In the first half of 2024, following the merger by incorporation of the German subsidiaries into Wiit AG, the company reviewed the CGU's, bringing the " Y C", " S ", "B REUS" and "G B " CGU's under the " IIT G" CGU, as the companies underta e the same core business. In addition, following the acquisition of the Swiss company Econis G, the Group established a new "EC IS" CGU.

This segment disclosure has been prepared in accordance with the strategy outlined above.

The reporting used by the Directors presents the results in the following operating segments, coinciding with the CGU's, and therefore:

  • " " , in which the parent and Wiit Swiss SA operate
  • "WIIT AG" segment , in which the company WIIT AG operates
  • "ECONIS" segment , in which the company ECONIS AG operates
  • "G CKO" , in which the companies Gecko GmbH and Codefit Sp z.o.o operate

The Group assesses the performance of these operating segments in terms of Adjusted EBITDA, Adjusted EBIT and Adjusted net profit/(loss), and net financial debt. No reconciliation between these segment figures and the figures of the financial statements presented herein is necessary given that all income components presented are measured utilising the same accounting policies adopted for the presentation of the Group consolidated financial statements.

The figures by operating segment for the Group in H1 2024 are as follows:

30.06.2024 Italy segment Gecko
segment
Econis
segment
Wiit AG
Segment
Other Total
Revenues and operating income 29,830,475 8,674,047 3,432,578 30,812,837 1,826,540 74,576,478
Intercompany by segment 0 0 0 0 0 0
Net sales revenues from third parties 29,830,475 8,674,047 3,432,578 30,812,837 1,826,540 74,576,478
Adjusted EBITDA 15,389,100 2,437,953 (66,428) 10,749,600 (1,826,540) 26,683,686
EBITDA 14,447,468 2,437,953 (66,428) 10,660,547 0 27,479,540
Non-recurring charges (adjustments) 795,854
Amortisation & depreciation (12,804,132)
PPA amortisation (2,386,748)
Write-downs and revaluations 0
Financial income and charges (3,970,191)
Profit before taxes 8,318,469
Income taxes (1,798,736)
Profit 6,519,734
Total investments 12,401,912 121,861 164,078 4,541,153 17,229,003
Net financial debt (188,896,635) 5,562,608 (2,960,070) (33,073,452) (219,367,549)

Basis of Consolidation

The consolidated financial statements based on the half-year financial statements prepared by the Directors of the Parent Company and of each subsidiary. These financial statements were reclassified and adjusted, where necessary, in order to apply uniform international accounting standards and uniform classifications adopted by the Group.

The criteria adopted for the consolidation were as follows:

  • a) the assets and liabilities, the income and charges of the financial statements consolidated under the lineby-line method are included in the financial statements of the Group, without consideration of the holding in the subsidiary. The carrying value of the investments are eliminated against the relative net equity of the investee companies.
  • b) The positive differences resulting from the elimination of the investments against the book net equity at the date of initial consolidation is allocated to the higher values attributed to the assets and liabilities, and the residual part to goodwill.
  • c) The payables/receivables, costs/revenues between consolidated companies and the gains/losses resulting from inter-company transactions are eliminated.

d) Where minority shareholders are present, the share of net equity and of the net result is assigned to the relative accounts of the consolidated statement of financial position and income statement.

Conversion into Euro of financial statements prepared in foreign currencies

The separate interim financial statements of each company belonging to the Group are prepared in the primary currency where they operate (operational currency). For the purposes of the consolidated financial statements, the financial statements of each foreign entity are expressed in Euro, which is the operational currency of the Group and the presentation currency of the consolidated interim financial statements.

The conversion of the statement of financial position items expressed in currencies other than the Euro is made applying current exchange rates at period-end. The income statement accounts are converted at the average exchange rate for the period.

The exchange differences on the translation between the initial net equity translated at current exchange rates and those translated at historic exchange rates, as well as the differences between the result expressed at average exchange rates and those at current exchange rates, are allocated to the net equity account "Translation reserve".

The exchange rates utilised to convert into Euro the financial statements of the overseas subsidiary, prepared in local currency, are presented in the following table:

Currency Exchange rate at
30.06.2024
Average exchange rate
H1 2024
CHF - Swiss Franc 0.963 0.975
PLZ - Polish Zloty 4.3090 4.3059

Discretional evaluations and significant accounting estimates

The preparation of the Interim Financial Statements at June 30, 2024 and the relative explanatory notes in application of IFRS require that management makes discretional valuations and accounting estimates on the values of the assets and liabilities, revenues and costs in the financial statements and on the disclosures in the notes to the financial statements. The actual results could differ from those estimated.

The estimates are used for the measurement of goodwill, the recording of doubtful debt provisions, the valuation of tangible and intangible assets, the calculation of amortisation and depreciation, the calculation of income taxes and the calculation of provisions for risks and charges.

In addition, the Directors have exercised this discretion in order to assess the existence of the conditions to operate as a going concern. The estimates and assumptions are reviewed periodically and the effects of all variations are immediately recognized in the statement of profit and loss.

For further information on the main accounting estimates, reference should be made to the Consolidated Financial Statements at December 31, 2023.

IFRS STANDARDS, AMENDMENTS AND INTERPRETATIONS APPLIED FROM JANUARY 1, 2024

The following IFRS accounting standards, amendments and interpretations were applied for the first time by the Group from January 1, 2024:

  • n January 23, 2020, the I SB published an amendment entitled " mendments to I S 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current" and on ctober 31, 2022 published an amendment entitled " mendments to I S 1 Presentation of Financial Statements: Non-Current iabilities with Covenants". The purpose of the amendments is to clarify how to classify payables and other short or long-term liabilities. In addition, the amendments also improve the information that an entity must provide when its right to defer settlement of a liability for at least 12 months is subject to meeting certain parameters (i.e. covenants).
  • On September 22, 2022, the IASB published an amendment entitled "Amendments to IFRS 16 Leases: ease iability in a Sale and easebac ". The document requires the seller-lessee to measure the lease liability arising from a sale & leaseback transaction so as not to recognise income or losses relating to the retained right of use. The adoptions of these amendments do not have any effects on the Group consolidated financial statements.
  • n ay 25, 2023, the I SB published an amendment entitled " mendments to I S 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier Finance rrangements". This requires an entity to provide additional information on reverse factoring arrangements to enable users of financial statement to assess how financial arrangements with suppliers may affect the entity's liabilities and cash flows and to understand the effect of such arrangements on the entity's exposure to liquidity risk. The adoptions of these amendments do not have any effects on the Group consolidated financial statements.

IFRS STANDARDS, AMENDMENTS AND INTERPRETATIONS NOT YET ENDORSED BY THE EUROPEAN UNION

At the reporting date, the relevant bodies of the European Union had not yet concluded the process necessary for the implementation of the amendments and standards described below.

  • On May 30, 2024, the IASB published the document " h C Measurement of Financial Instruments— F 9 F 7″. This clarifies a number of problematic issues emerging from the post-implementation review of IFRS 9, including the accounting treatment of financial assets whose returns vary upon achievement of ESG objectives (i.e., green bonds). Specifically, the changes aim to:
    • o Clarify the classification of financial assets with variable returns and linked to environmental, social and corporate governance (ESG) objectives and the criteria to be used for the SPPI test assessment;
    • o determine that the date of settlement of liabilities through electronic payment systems is the date on which the liability is settled. However, an entity is permitted to adopt an accounting

policy to allow a financial liability to be derecognised before transferring liquidity on the settlement date under certain specific conditions.

With these amendments, the IASB has also introduced additional disclosure requirements with respect to investments in equity instruments designated to FVOCI in particular.

The amendments will be applicable to financial statements for periods beginning January 1, 2026. The Directors do not expect this amendment to have a significant impact on the Group consolidated financial statements.

  • On April 9, 2024, the IASB published a new standard IFRS 18 Presentation and Disclosure in Financial Statements - which will replace IAS 1 Presentation of Financial Statements. The new standard seeks to improve the presentation of key financial statement formats and introduces important changes to the income statement format. Specifically, the new standard requires that:
    • o Revenues and expenses are classified into three new categories (operating section, investment section, and financial section), in addition to the tax and discontinued operations categories already in the income statement;
    • o Two new sub-totals are presented: operating income and earnings before interest and taxes (i.e., EBIT).

The new standard also:

  • o Requires more information on the performance indicators defined by management;
  • o Introduces new criteria for aggregation and disaggregation of information; and,
  • o introduces a number of changes to the format of the cash flow statement, including a requirement that operating income is used as the starting point for the presentation of the cash flow statement prepared using the indirect method and that certain classification options are eliminated for some existing items (such as interest paid, interest received, dividends paid and dividends received).

The standard will be effective from January 1, 2027, although advance application is permitted.

• On 15 August 2023, the IASB published an amendment entitled "Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability". The document requires an entity to apply a consistent methodology in order to ascertain whether one currency can be converted into another and, when this is not possible, how to determine the exchange rate to be used and the disclosure to be made in the notes to the financial statements. The amendment will be applicable from January 1, 2025, although advance application is permitted. The Directors do not expect this amendment to have a significant impact on the Group consolidated financial statements.

Business combinations

Business combinations are recognised according to the acquisition method. According to this method, the amount transferred in a business combination is recognised at fair value, calculated as the sum of the fair value of the assets transferred and the liabilities assumed by the Group at the acquisition date and of the equity instruments issued in exchange for control of the company acquired.

At the acquisition date, the identifiable assets acquired and the liabilities assumed are recorded at fair value at the acquisition date; the following items form an exception, which are instead valued according to the applicable standard:

  • deferred tax assets and liabilities;

  • assets and liabilities for employee benefits;

  • liabilities or equity instruments relating to share-based payments of the company acquired or share-based payments relating to the Group issued to replace contracts of the entity acquired;

  • assets held-for-sale and discontinued assets and liabilities.

Goodwill is calculated as the excess of the amounts transferred to the business combination, of the value of non-controlling interests' net equity and the fair value of any holding previously held in the acquired company compared to the fair value of the net assets acquired and liabilities assumed at the acquisition date. If the value of the net assets acquired and the liabilities assumed at the acquisition date exceeds the sum of amounts transferred, of any non-controlling interest and the fair value of any holding previously held in the acquired company, this excess (" egative goodwill" is immediately recorded to the income statement as income deriving from the transaction concluded.

The share of equity attributable to non-controlling interests, at the acquisition date may be measured at fair value (ta ing account of any options or any rights held by third parties or in proportion to the acquiree's recognised net assets. The valuation method is chosen on the basis of each individual transaction.

The costs related to business combinations are recognised in the income statement.

Any liabilities related to business combinations for payments subject to conditions are recognised at the estimated fair value at the acquisition date of the businesses and business units relating to the business combination.

Where all or part of a previously acquired company (whose acquisition produced goodwill) is sold, the corresponding residual value of goodwill is considered when calculating the capital gains or losses generated by such sale.

With regard to acquisitions prior to adopting IFRS, the Group has exercised the option provided by IFRS 1 not to apply IFRS 3 relating to business combinations to acquisitions prior to the transition date. As a consequence, the goodwill arising from a business combination in the past is not adjusted and recorded at the value determined on the basis of the previous accounting standards, net of the accumulated amortisation up to December 31, 2013, the date of transition to international accounting standards of the parent company and any impairments.

ECONIS AG

On April 30, 2024, the full acquisition of Econis AG was finalised. The price paid was CHF 770 thousand and no price-adjustment clauses are stipulated. Representations and warranties, common in this kind of transaction, covered by an insurance policy (W&I) were made by the sellers. The company joined the consolidation scope from May 1, 2024.

Econis AG, a Zurich-based company, is a Managed Services Provider focused on providing Private Cloud infrastructure design, implementation and management services for the Banking, Health Care and Manufacturing sectors in German-speaking Switzerland. The services offered can be summarised as follows: - Managed Services: Recurring services for the management of private cloud infrastructures on its own infrastructure or at customer infrastructure; - Consulting: IT infrastructure consulting services, including Cyber Security, and particularly delivered to new customers as a key to Managed Services; - HW/SW Trading: Resale of cloud infrastructure when initiating relationships with new customers or renewing the infrastructure of existing customers.

The values of the transaction are presented below.

In Euro Fair value of net assets acquired
Intangible assets 0
of which Business List 0
Other tangible assets 6,528,206
of which Datacenter 0
Right-of-use 728,122
Other non-current assets 51,088
Trade receivables 3,391,272
Other receivables and other current assets 1,459,280
Cash and cash equivalents 828,081
Non-current payables to other lenders (2,964,197)
Other non-current liabilities (25,544)
Payables to other lenders (938,842)
Current income tax liabilities (217,494)
Trade payables (5,545,806)
Other payables and current liabilities (673,156)
Total net assets acquired (fair value) (a) 2,621,010
Consideration for acquisition of control, including deferred consideration
(b)
794,470
NEGATIVE GOODWILL – (Bargain purchase) (b-a) (1,826,540)
Payments made (794,470)
Cash acquired 828,081
NET CASH FLOWS for Econis AG business combination 33,611

s indicated in the above table, the transaction was recognised according to the "acquisition method" from the date of acquisition of control.

The loss generated from the acquisition of Euro 1,826,540 was fully allocated to negative goodwill (bargain purchase), which, as per IFRS 3 - Business Combinations, was classified to " ther operating income" in the consolidated income statement.

In addition to that identified and reported in the table, no contingent liabilities have been identified in accordance with paragraph 85 of IAS 37.

In the period between the date of acquisition of control by the Group and the closing date of the Half-Year Report at June 30, 2024, the Company reported total revenues of Euro 3,432 thousand, an operating loss of Euro 523 thousand and a net loss of Euro 567 thousand. The Group considers the purchase price allocation at June 30, 2024 as definitive.

EDGE&CLOUD

On April 2, 2024, the Group, through the subsidiary WIIT AG, a wholly-owned subsidiary of WIIT S.p.A., acquired the "Edge Cloud" business unit of the German company German Edge Cloud GmbH Co. G ("GEC" , belonging to the Fridhelm Loh Group, for a fixed price of Euro 2.5 million, plus a potential earnout of up to Euro 4 million linked to specific revenue targets. On signing the acquisition agreement, the sum of Euro 608 thousand was paid. This acquisition sees the Group expand its presence in the strategic Frankfurt area, acquiring a portfolio of 40 loyal customers and strengthening the team in Germany with the arrival of new, highly qualified professionals.

At June 30, 2024, the price paid of Euro 608 thousand has been fully settled. The price paid is the net of the initial price of Euro 2.5 million, less advances to customers for Euro 1.9 million. At the acquisition date, Earn Outs of Euro 4 million were estimated, subject to the achievement of the above outlined objectives.

In Euro Fair value of net assets
acquired
Intangible assets 1,873,000
of which Business List 1,873,000
Other tangible assets 4,645,576
of which Datacenter 0
Other payables and current liabilities (1,936,116)
Total net assets acquired (fair value) (a) 4,582,460
Consideration for acquisition of control, including deferred consideration (b) 4,608,460
GOODWILL (b-a) 26,000
Payments made (608,460)
Cash acquired 0
NET CASH FLOWS for E&C business combination (608,460)
Price adjustment to be settled (4,000,000)

The values of the transaction are presented below.

The transaction was recognised according to the "acquisition method" from the date of acquisition of control.

The surplus value generated by the acquisition has been allocated for Euro 1,873 thousand to intangible assets as the Business list for which a useful life of 10 years was established, based on an analysis of the past development of revenues generated by the E&C customer portfolio, and the remainder of Euro 26 thousand to goodwill, related to both the cost and process synergies and the economies of scale that this acquisition will generate in the future for the Wiit Group.

In addition to that identified and reported in the table, no contingent liabilities have been identified in accordance with paragraph 85 of IAS 37.

The fair value of the assets acquired (under the purchase price allocation process) is considered definitive in accordance with IFRS 3. For the determination of the price allocation, the Group utilised an outside consultant.

The business combination resulted in the recognition of total costs related to the acquisition of Euro 89 thousand. In the period between the date of acquisition of the BU by the Group and the closing date of the Half-Year Report at June 30, 2024, the business unit reported total revenues of Euro 2.1 million. The Group considers the purchase price allocation at June 30, 2024 as definitive.

Reconciliation between the shareholders' equity and the net result of the parent company and consolidated shareholders' equity and net result

Group result Group
h
h
'
Equity
Parent Company 1,622,785 25,652,613
djusted shareholders' equity and results of the
consolidated companies attributable to the Group
5,918,740 41,199,453
Elimination of the net carrying amount of the
consolidated investees
(34,029,406)
Consolidated 7,541,525 32,822,661
Attributable to non-controlling interests 31,282 226,319

Net financial debt

As required by the CONSOB communication of July 2 , 2006, the Group's net financial position is shown below:

30.06.2024 31.12.2023
A - Cash and cash equivalents 19,709,163 13,690,212
B - Securities held for trading 0 0
C - Current financial assets 1,061,434 11,602,736
D - Liquidity (A + B + C) 20,770,598 25,292,948
E - Current bank payables (13,686,307) (12,120,143)
F - Other current financial liabilities (4,326,965) (948,035)
G - Payables to other lenders (10,589,403) (7,695,550)
H - Current financial indebtedness related to Bond facilities (8,760,607) (7,897,960)
I - Current financial debt (E + F + G + H) (37,363,282) (28,661,688)
J - Current net financial debt (I - D) (16,592,684) (3,368,740)
K - Bank loans (28,064,140) (27,805,467)
L - Payables to other lenders (19,232,246) (13,289,335)
M - Non-current financial indebtedness related to Bond facilities (155,978,861) (157,442,669)
N - Other non-current financial liabilities (4,926) (331,938)
O - Trade payables and other non-current payables 0 0
P - Non-current financial debt (K + L + M + N + O) (203,280,174) (198,869,409)
Q - Group net debt (J + P) (219,872,858) (202,238,149)
- Lease payables IFRS 16 (current) 3,349,644 2,585,627
- Lease payables IFRS 16 (non-current) 8,216,347 7,998,155
R - Net financial debt excluding the impact of IFRS 16 for the Group (208,306,867) (191,654,367)

The net financial position is based on the definition contained in Consob Clarification No. 5/21 of April 29, 2021: "Recommendations for the uniform implementation of the European Commission regulation on financial statements", in accordance with updated ESMA Recommendation No. 32-382- 1138.

It is the opinion of the Directors that there are no components of implied indebtedness pursuant to the Disclosure Requirements Guidelines under the Prospectus Regulation issued by ESMA on March 3, 2021. Similarly, the Group has no reverse factoring or supply agreement transactions in place.

Main notes to the statement of financial position

1. INTANGIBLE ASSETS

30.06.2024 31.12.2023 Changes
58,682,504 58,224,012 458,492
Description 31.12.2022 Increases Business
combinations
Decr. Amort. Reclass. 31.12.2023
Business List 44,297,593 0 1,597,000 0 (3,205,685) 0 42,688,908
Concessions
and brands
6,984,335 4,536,986 0 0 (3,201,793) 0 8,319,528
Development
costs
2,352,949 0 0 0 (808,974) 793,575 2,337,551
Assets in
progress
1,992,328 1,084,271 0 0 0 (793,575) 2,283,024
Other 2,486,622 947,926 3,909 0 (843,456) 0 2,595,002
Total 58,113,828 6,569,182 1,600,909 0 (8,059,908) 0 58,224,012
Description 31.12.2023 Increases Business
combinations
Decr. Amort. Reclass. 30.06.2024
Business List 42,688,908 0 1,873,000 0 (1,649,668) 0 42,912,240
Concessions
and brands
8,319,528 1,991,765 0 (226,208) (1,847,321) 0 8,237,765
Development
costs
2,337,551 208 0 0 (436,762) 981,995 2,882,992
Assets in
progress
2,283,024 942,653 0 0 0 (981,995) 2,243,682
Other 2,595,002 269,894 0 0 (459,070) 0 2,405,826
Total 58,224,012 3,204,520 1,873,000 (226,208) (4,392,820) 0 58,682,504

The net book value at the beginning of the period was therefore:

Description Historic cost Acc. Amort. Net value 31.12.2023
Business List 53,653,237 10,964,329 42,688,908
Concessions and
brands
17,025,165 8,705,637 8,319,528
Development costs 5,302,338 2,964,788 2,337,551
Assets in progress 2,283,024 0 2,283,024
Other 5,770,477 3,175,475 2,595,002
Total 84,034,240 25,810,228 58,224,012

The net book value at the end of the period was therefore:

Description Historic cost Acc. Amort. Net value 06.2024
Business List 55,526,237 12,613,996 42,912,241
Concessions and
brands
18,790,722 10,552,957 8,237,765
Development costs 6,284,541 3,401,550 2,882,991
Assets in progress 2,243,682 0 2,243,682
Other 6,040,371 3,634,546 2,405,825
Total 88,885,553 30,203,049 58,682,504

Business List

The account includes the amounts allocated to the business list following the acquisitions, net of accumulated amortisation.

Description 31.12.2023 Business
combinations
Decr. Amort. 30.06.2024
Adelante S.r.l. 2,943,728 0 0 (105,133) 2,838,595
Matika S.p.A. 4,507,337 0 0 (150,245) 4,357,092
Etaeria S.p.A. 2,548,864 0 0 (79,652) 2,469,212
myLoc Managed IT AG 7,821,976 0 0 (244,437) 7,577,539
Mivitec GmbH 620,275 0 0 (44,305) 575,970
Boreus Rechenzentrum
GmbH
13,452,100 0 0 (395,650) 13,056,450
Gecko Gesellschaft für
Computer und
Kommunikationssysteme mbH
4,997,300 0 0 (356,950) 4,640,350
Erptech S.p.A. 459,299 0 0 (80,410) 378,889
Lansol 3,820,879 0 0 (106,136) 3,714,744
Global Access Internet
Services GmbH
1,517,150 (39,925) 1,477,225
Edge & Cloud 0 1,873,000 0 (46,825) 1,826,175
Total 42,688,908 1,873,000 0 (1,649,667) 42,912,241

Concessions and brands

This account mainly includes the document software platform relating to Digital Services based on the ALFRESCO platform and the K-File platform owned by the Parent Company. Together, these make up the WIIT Digital Platform by which the Group provides Enterprise Information management (EIM) services to our customers.

The increase in the period concerns software licences activated on projects allocated to customers, the duration of which matches the duration of the agreement with the customer (generally 5 years), of approx. Euro 2 million. The remainder refers to long-term licences related, primarily, to the network and cyber security technologies that the Group uses within the scope of service provision.

Development costs

The account includes costs incurred both in-house and externally, mainly for the development of ICT infrastructure. This infrastructure enables the WIIT Group to provide its services effectively and competitively. They are substantially for installing the IT platform and framework, mainly by the Parent Company, through which the Group provides and manages the contractually covered services and interfaces with customers. IT Security is one of the projects in which the Group is heavily investing, as demand from customers is expected to significantly rise in view of the continuously and quickly developing cyber risks. The cost of activities is mainly related to the introduction of the "W Cyb y p", a set of projects focused on raising the security level of the entire architecture, with the goal of analysing the main technologies, planning the evolution of the infrastructure, and enabling an upgrade of the cyber security services offered. A thorough analysis of the infrastructure was therefore carried out over the years, resulting in an assessment of the best solutions available on the market.

The "WIIT Digital Platform" is another of the main development projects undertaken by the WIIT Group. It comprises integrated application and technology assets subject to evolutionary or upgrade projects and which have:

  • expanded the functional scope of the various proprietary components and open-source technologies with the goal of supporting upselling and cross-selling with the customer base in addition to the proposition of new customers
  • enabled the activation and software development of new satellite application modules for the ature platform
  • enabled the activation of new technologies related to intelligent automation and content composition processes
  • enabled new developments aimed at upgrading the API framework of the WIIT digital platform
  • enabled the activation and/or evolution of standard vertical applications with which to offer the market the management of specific digital processes

All of the above projects stem from an identifiable asset that provides the Group with future economic benefits in terms of future upselling and/or cost savings.

Assets in progress

The evolutionary projects of the WIIT systems (WIIT Platform) to support the integration between the various Group companies; in particular, the currently ongoing projects refer to the following components of the WIIT Platform:

  • Trouble Ticketing System Evolution
  • Digital Order Booking Process Evolution
  • Alfresco Enterprise Content Management (ECM) system evolution
  • Digital Provisioning Process Assessment
  • SAP Platform Evolution Finance & Controlling
  • Onboarding German Group companies on the Salesforce system
  • Integration of the Asset instrument within the TT instruments
  • Preparation of the data structure for WIIT Platform

Other projects in progress concern the upgrading of the cloud infrastructure, such as:

  • VMWare infrastructure optimisation (phase 2 and 3)
  • Implementation of RDM infrastructure on the customer perimeter
  • Commvault implementation on the customer perimeter (phase 2)
  • Implementation of monitoring system for all Storage in Datacenters and at customer offices using Stor2RRD
  • Implementation of integration between Icinga-based centralised monitoring system and Trouble Ticketing management tool for automatic ticket opening and closing.

In the area of Cyber Security, the following projects are considered as ongoing:

  • Revision and update of log source in the internal Security Operations Center for WIIT, updating QRadar correlation rules with the goal of increasing monitoring of the internal WIIT perimeter;
  • Revamping Log Management. Migration launched of customer log management service by moving from the Manage Engine solution to Qradar
  • Adjustment of the SOC processes to the ISO27035 standard. Ongoing improvement process in collaboration with the Compliance function for the ISO certification processes defined.
  • Vulnerability Management activities for WIIT internal critical infrastructure. Infrastructure scanning service via Tenable solution

Other intangible assets

This account includes development activities that the Group purchases from third parties in order to provide Cloud services to our customers, through long-term contracts. These investments are primarily made by the Company to implement the information systems of its customers.

2. GOODWILL

Description 31.12.2023 Increases Business
combinations
Decr. Amort. 30.06.2024
Goodwill 121,077,831 0 26,000 0 0 121,103,831
Total 121,077,831 0 26,000 0 0 121,103,831

At June 30, 2024, the Group had total goodwill of Euro 121,103,831 thousand allocated to the cash generating units (CGUs) through which the Group operates.

They indicate the following at June 30, 2024:

  • " y" CGU, including the parent company. This CGU was allocated a goodwill value of Euro 25,382 thousand.
  • "W G" CGU, which includes the company WIIT AG, into which the companies myLoc, Boreus, Global and Lansol were merged in the period. This CGU was allocated a goodwill value of Euro 86,682 thousand.
  • "G k " CGU, including the subsidiaries Gecko GmbH and Codefit Sp.zoo. This CGU was allocated a goodwill value of Euro 9,040 thousand;
  • " CON " CGU, in which the subsidiary Econis AG operates, which joined the WIIT Group on May 1, 2024 and to which no goodwill has been allocated. For further information, reference should be made to the note "Business combinations".

This goodwill came mainly from the following transactions:

  • the merger by incorporation of the subsidiary Sevenlab S.r.l., with accounting and tax effects from January 1, 2014 and recognised to assets following the approval of the Board of Statutory Auditors for an amount of Euro 930 thousand;

  • the acquisition of the Visiant Technologies (Visiant Group) business unit, which manages the Data center services and infrastructure for an amount of Euro 381 thousand;

  • the acquisition of control of Foster S.r.l. through the acquisition of the remaining 65.03% of the share capital in December 2018 and the recognition of the residual consolidation difference to goodwill of Euro 1,206 thousand following the definitive allocation of the acquisition cost to the acquired assets and liabilities;

  • the full acquisition of Adelante S.r.l. in 2018 for Euro 8,030 thousand

  • the acquisition of control of Matika S.p.A. in 2019 for Euro 7,054 thousand

  • the acquisition of control of Etaeria S.p.A. in 2020 for Euro 5,555 thousand.

  • the acquisition of the Aedera business unit (Kelyan Group) in 2020 for Euro 1,508 thousand;

  • the full acquisition of myLoc managed IT AG in 2020 and the full acquisition of its subsidiary Mivitec GmbH for Euro 33,867 thousand;

  • the full acquisition of the German company Boreus Rechenzentrum GmbH and the full acquisition of its subsidiary Reventure GmbH for Euro 34,292 thousand;

  • the full acquisition of the German company Gecko für Computer und Kommunikationssysteme mbH and its subsidiary Codefit spół a z ograniczoną odpowiedzialnością, 51% held, for a total of Euro 9,040 thousand.

  • the full acquisition of ERPtech S.p.A. in March 2022 for Euro 718 thousand;

  • the full acquisition of the German Group Lansol in September 2022 for Euro 12,575 thousand.

  • the acquisition of the Edge&Cloud business unit in April 2024 for Euro 26 thousand. Reference should be made in this regard to the "Business Combinations" note for further details.

Goodwill is not subject to amortisation; rather, in accordance with the accounting standard IAS 36, it is tested for impairment at least annually by comparing the recoverable amount of the CGU - determined according to the value in use method - with its carrying amount, which takes account of the goodwill and other assets allocated to the CGU.

Taking into account that the identification of a CGU involves a subjective assessment, as per paragraph 68 of IAS 36, the Directors confirm to operate with reference to Italy, through a single CGU in which the parent company operates.

The Directors confirm that the company WIIT AG and the companies merged by incorporation in April 2024 into the former comprise the " IIT G" CGU. The company operates in a single area of activity (Strategic Business Unit) related to the provision of Cloud solutions, for B2B and B2C customers located almost entirely in Germany, which mainly involves the management of IT infrastructure and related management services.

With respect to the "GECKO" CGU, the Directors consider that Gecko and Codefit should be considered a separate CGU as it generate independent cash inflows and taking into account that it currently operates without undertaking transactions with the other Italian companies and to a minimal extent with the other German companies, as it specialises in two business areas (Strategic Business Units) related to Software development services and IT services, mainly in Germany, which it hosts mostly at its end customers. Group management has already put in place strategies to shift Gecko towards the development of Software-as-a-Service products and solutions independently of the rest of the German companies;

ith reference to the "Econis" CGU, the Directors consider that the Econis G should be considered a separate CGU as it generates independent cash inflows, and taking into account the fact that it operates in Switzerland and that it currently underta es minimal transactions with the Group's Italian and German companies.

Impairment test

The recoverability of assets with indefinite lives was valued at December 31, 2023 in an impairment test conducted on the basis of the 2024-2026 forecast, which was approved by the Board of Directors on March 12, 2024, as disclosed in the Wiit S.p.A. Group consolidated financial statements at December 31, 2023, to which reference should be made.

The Directors conducted the impairment test with support from an independent expert.

The recoverable amount of the CGU's was determined as its value in use, calculated as the sum of the discounted future cash flows generated on an ongoing basis by NCE (Unlevered Discounted Cash Flow method). The value in use is based on estimates and assumptions by the directors regarding, inter alia, the CGU's expected cash flows according to the 2024-2026 business plan approved by the Board of Directors.

On drawing up this Half-Year Financial Report, the Directors verified the reliability of the forecasts in the 2024- 2026 plan used for the impairment test at December 31, 2023, in light of the actual figures for the first half of 2024. The Directors therefore confirmed the sustainability of the book value of the assets, including goodwill at June 30, 2024.

The analysis carried out, which takes account of the current market environment (Russia-Ukraine conflict with reference to the impacts on energy costs), did not highlight any indicators of impairment, also considering the sector in which the Group operates and the mitigation actions taken by the Group on energy costs, with the Group hedging this fluctuation risk by entering into fixed-price supply contracts in Germany. In particular, it should be noted that, considering the results in line with the Plan used for the impairment test at December 31, 2023, in addition to the coverage resulting from the impairment tests of the recognized statement of financial position amounts (as per the sensitivity analysis carried out at December 31, 2023), no elements of uncertainty exist with regards to their recoverability. In addition, with regards to the outlook, the Directors consider that the plan estimates used for the impairment test may be confirmed, also in view of the type of contracts in place and the counterparties involved, the majority of whom are recurring and long-term and therefore permitting good results visibility.

Therefore, it is considered reasonable not to undertake an impairment test at June 30, 2024.

In any case, constant monitoring will be carried out throughout the year.

3. RIGHT-OF-USE, TANGIBLE ASSETS AND OTHER TANGIBLE ASSETS

30.06.2024 31.12.2023 Changes
82,290,405 66,858,383 15,432,022

Movements of Property, plant and equipment:

Description 31.12.2022 Increases Business
combinations
Decr. Deprec. Reclass. 31.12.2023
Right-of-use 10,267,121 5,460,630 1,144,371 (169,713) (4,831,967) 0 11,870,441
Plant &
machinery
9,216,120 1,141,356 2,993 0 (1,142,693) (480,016) 8,737,760
Other
tangible
assets
41,355,990 17,025,698 310,413 (38,379) (12,883,556) 480,016 46,250,182
Total 60,839,231 23,627,684 1,457,776 (208,093) (18,858,216) 0 66,858,383
Description 31.12.2023 Increases Business
combinations
Decr. Deprec. Reclass. 30.06.2024
Right-of-use 11,870,441 2,862,258 728,122 0 (2,517,953) 0 12,942,869
Plant &
machinery
8,737,759 784,495 0 (2,287) (470,539) 0 9,049,430
Other tangible
assets
46,250,183 10,987,114 11,173,781 (380,891) (7,732,080) 0 60,298,107
Total 66,858,383 14,633,868 11,901,903 (383,177) (10,720,573) 0 82,290,405

The net book value at the beginning of the period was therefore:

Description Historic cost Acc. Deprec. Net value
Right-of-use 27,906,751 (16,036,309) 11,870,441
Plant & machinery 19,701,687 (10,963,928) 8,737,760
Other tangible
assets
107,216,239 (60,966,058) 46,250,182
Total 154,824,677 (87,966,294) 66,858,383

The net book value at the end of the period was therefore:

Description Historic cost Acc. Deprec. Net value
30.06.2024
Right-of-use 31,497,131 (18,554,262) 12,942,869
Plant &
machinery
20,483,897 (11,434,467) 9,049,430
Other
tangible assets
128,996,244 (68,698,138) 60,298,106
Total 180,977,272 (98,686,867) 82,290,405

Right-of-use (recognised separately)

The "Right-of-Use" account stems from the adoption of IFRS 16 which had an impact on the recognition of assets acquired by the Group through property lease contracts ("operative" , which do not stipulate the redemption of the assets. The other right-of-use related to what were formerly known as finance leases, which include a purchase option, are included in the related category of non-current assets and are detailed in the specific table below. The Right-of-use account includes the rental of properties and the long-term hire of the company vehicle fleet, which are recognised separately and comprise:

Description 31.12.2022 Increases Business
combination
s
Decr. Deprec. Reclass. 31.12.2023
Right-of-use
Rental cars 1,098,904 1,236,430 26,358 0 (735,473) 0 1,626,220
Colocation 0 2,289,055 0 0 (806,133) 0 1,482,921
Property leases 9,113,076 1,935,146 1,118,013 (169,715) (3,268,305) 0 8,728,216
Other company
devices
55,141 0 0 0 (22,056) 0 33,085
Total 10,267,121 5,460,631 1,144,371 (169,715) (4,831,967) 0 11,870,441
Description 31.12.2023 Increases Business
combinations
Decr. Deprec. Reclass. 30.06.2024
Right-of-use
Rental cars 1,626,220 577,867 0 0 (437,705) 0 1,766,381
Colocation 1,482,921 590,433 0 0 (386,485) 0 1,686,869
Property
leases
8,728,215 1,693,960 728,122 (2) (1,682,734) 0 9,467,560
Other
company
devices
33,084 0 0 0 (11,027) 0 22,057
Total 11,870,440 2,862,259 728,122 (2) (2,517,952) 0 12,942,869

The net carrying amount at the beginning of the year is broken down as follows:

Description Historic cost Acc. Deprec. Net value
31.12.2023
Right-of-use
Rental cars 3,267,586 (1,641,367) 1,626,220
Colocation 2,289,055 (806,133) 1,482,921
Property
leases
16,082,387 (7,354,172) 8,728,215
Other
company
devices
55,141 (22,056) 33,085
Total 21,694,169 (9,823,728) 11,870,441

The net book value at the end of the period was therefore:

Description Historic cost Acc. Deprec. Net value
30.06.2024
Right-of-use
Rental cars 3,845,453 (2,079,072) 1,766,381
Colocation 2,879,487 (1,192,619) 1,686,869
Property
leases
18,504,467 (9,036,906) 9,467,560
Other
company
devices
55,140 (33,083) 22,058
Total 25,284,547 (12,341,680) 12,942,868

Right-of-use related to finance lease agreements, which include a purchase option at the end of the lease period and which are recognized in the asset category to which the leased asset refers, specifically within " ther tangible assets", are detailed below:

Description 31.12.2022 Increases Business
combinations
Decr. Deprec. Reclass. 31.12.2023
Right-of-use
EDP 11,880,949 3,735,791 239,777 (34,467) (5,928,986) 0 9,893,063
Total 11,880,949 3,735,791 239,777 (34,467) (5,928,986) 0 9,893,063
Description 31.12.2023 Increases Business
combinations
Decr. Deprec. Reclass. 30.06.2024
Right-of-use
EDP 9,893,063 8,423,853 1,329,364 0 (3,408,705) 0 16,237,575

The net carrying amount at the beginning of the year is broken down as follows:

Description Historic
cost
Acc. Deprec. Net value
31.12.2023
Right-of-use
EDP 26,112,741 (16,219,678) 9,893,063
Total 26,112,741 (16,219,678) 9,893,063

The net book value at the end of the period was therefore:

Description Historic
cost
Acc.
Deprec.
Net value
30.06.2024
Right-of-use
EDP 35,865,958 (19,628,383) 16,237,575
Total 35,865,958 (19,628,383) 16,237,575

"Plant and machinery" include the costs for all tangible assets such as air conditioning units, electrical plant, fire prevention machinery and continuity group equipment (ups) at the Milan, Castelfranco Veneto and Düsseldorf Data Centers.

" ther tangible assets" principally concern the assets acquired under leases, including storage, networ equipment and software to provide cloud services to customers, in addition to the technology to ensure the operation and production of the datacenters, and the capital assets needed to upgrade the existing infrastructure (maintenance capex) and the Group-owned Data Centers.

4. OTHER NON-CURRENT CONTRACT ASSETS AND OTHER NON-CURRENT FINANCIAL ASSETS

Contract assets are the part of the costs incurred in advance associated with the right to receive payment in exchange for the goods and services which the Group has transferred to the customer, where the right is conditional on the provision of future goods or services by the entity. They refer to costs incurred for up-front fees for the set-up of the service that with effect from 2019 are managed within periodic fees.

At June 30, 2024, this account concerning non-current contract assets amounts to Euro 24,356 and stems from the application of IFRS 15.

Other non-current assets include a guarantee deposit of Euro 250,000 to the parent company Wiit Fin S.r.l. for the rental of property and, for the residual amount, guarantee deposits for various utilities.

5. INVENTORIES

The balance of Euro 260 thousand relates to EDP purchased for resale.

6. TRADE RECEIVABLES

Description 30.06.2024 31.12.2023 Change
Trade receivables 40,269,105 27,369,971 12,899,133
Doubtful debt provision (1,596,420) (1,527,835) (68,585)
Total 38,672,685 25,842,136 12,830,548

No transactions with the obligation to return goods exist (Article 2427, paragraph 1, No. 6-ter of the Civil Code).

The increase of approx. Euro 12.9 million reflects the business combination of approx. Euro 1.4 million, with the remainder relating to the increase in sales and the periodic nature of invoicing. The Group in the period made an accrual of Euro 77 thousand in reflection of the credit risk.

The changes in the doubtful debt provision in the period ended June 30, 2023 were as follows:

Balance at 31.12.2023 1,527,835
Utilisations in the period (8,900)
Provisions in the period 77,485
Balance at 30.06.2024 1,596,420

Receivables by region are broken down as follows:

Country 30.06.2024 31.12.2023 Change
Italy 19,291,325 16,711,755 2,579,570
EU countries 18,877,993 10,523,407 8,354,586
Non-EU countries 2,099,789 134,810 1,964,979
Doubtful debt provision (1,596,421) (1,527,836) (68,585)
Total 38,672,687 25,842,136 12,830,551

Receivables in EU countries are mainly attributable to the overseas subsidiaries.

7. FINANCIAL ASSETS, ASSETS FROM CONTRACTS, OTHER RECEIVABLES AND OTHER CURRENT ASSETS

Description 30.06.2024 31.12.2023 Change
Prepayments 6,200,437 2,460,007 3,740,429
Current financial assets 1,061,435 11,602,736 (10,541,300)
Current tax receivables 3,487,215 4,445,388 (958,172)
Other receivables 6,873,511 2,290,162 4,583,349
Total 17,622,598 20,798,293 (3,175,694)

Prepayments of Euro 6,200 thousand, of which Euro 2 million concerning the newly-acquired Econis AG, concern for Euro 6,185 thousand the advance invoicing by suppliers, mainly for the purchase of annual licenses, whose cost is recognised to the income statement on an accruals basis.

Current financial assets of Euro 1,061 thousand mainly include the receivables of the German subsidiary WIIT AG from a payments platform.

Tax Receivables mainly include the receivable of the parent company from the holding company WIIT FIN Srl for the tax consolidation for Euro 1.2 million, overseas taxes for Euro 256 thousand, with the remainder concerning a receivable of the parent company totalling Euro 1.9 million for withholdings concerning the collection of the dividends of the overseas subsidiaries, on which withholding tax was paid and subsequently claimed back in accordance with the double taxation agreement between Italy and Germany.

" ther receivables" at June 30, 2024 amount to Euro 6, 73 thousand and principally concern advances to suppliers and prepaid third party services.

8. CASH AND CASH EQUIVALENTS

Cash and cash equivalents of Euro 19,709,163 at June 30, 2024 comprise current account balances. For further information on the movements, reference should be made to the Statement of Cash Flow.

9. H HO ' QU

The share capital comprises 28,020,660 shares without nominal value. At June 30, 2024, the shares in circulation therefore numbered 28,020,660.

The Group's share capital is comprised as follows ( rticle 2427, first paragraph, os. 17 and 1 of the Civil Code).

Shares Number
Ordinary 28,020,660

The Shareholders' Equity accounts are divided by origin, the possibility of utilisation, distribution and any utilisation in the previous three years (Article 2427, first paragraph, No. 7 bis of the Civil Code)

Treasury shares

The Shareholders' eeting of ay 16, 2024 revo ed, for the part not executed, the authorization for the purchase and utilization of ordinary treasury shares approved by the Shareholders' eeting of ay 4, 2023. Pursuant to Article 2357 and subsequent of the Civil Code and for a period of 18 months from the effective date of the authorisation, the Meeting also authorised the acquisition of a maximum of 2,802,066 ordinary WIIT S.p.A. shares without par value, in one or more tranches and at any time and in compliance with applicable laws and regulations, including at EU level. This decision was made to allow the Group to hold a stock of treasury shares to be used as consideration for any corporate transactions and/or other uses of financialoperating and/or strategic interest for the Group, also for exchanges of investments with others to support operations in the company's interest, and to service any financial instrument-based remuneration plans that the Company might adopt.

At June 30, 2024, the parent Wiit S.p.A. holds 1,930,437 treasury shares (6.89% of the share capital), recognized to the financial statements for a total amount of Euro 30,762,592.

In compliance with International Financial Reporting Standards (IFRS), this amount was recognized to a specific reserve as a reduction of shareholders' equity.

The market value of treasury shares at June 30, 2024 was Euro 44,400,051.

Share-b p y : k ( U' ) k p plans

2021-2024 "RSU" PLAN

The 2021-2024 RSU Plan is addressed to employees of the WIIT Group and based on the achievement of corporate objectives in order to incentivise them to add value to the WIIT Group in the medium/long-term and to function as a tool to generate loyalty. The Plan provides for the grant of a maximum of 80,000 RSUs, valid for the allocation of a maximum of 0,000 shares. The award of RSU's to Beneficiaries may ta e place over four award cycles during the financial years 2021, 2022, 2023 and 2024. RSU's may also be assigned on different dates to each of the Beneficiaries, provided that they are assigned respectively by December 31, 2021 for the first cycle, by December 31, 2022 for the second cycle, by December 31, 2023 for the third cycle and by December 31, 2024 for the fourth cycle.

RSU's are freely assigned. Beneficiaries will therefore not be required to pay any consideration to the Company for the assignment. If matured according to the terms and conditions set out in the Plan and in the Regulation, each RSU assigned shall entitle the holder to the free assignment of one share. The assignment of shares is also conditional on and commensurate with the achievement of performance objectives based on the Consolidated djusted EBITD set out in the IIT Group's 2021-2024 Strategic Plan. Once granted, they will not be subject to lock-up periods.

In January 2022, the Board of Directors identified a number of beneficiaries from among the employees of the Parent and the subsidiaries of the RSU plan, assigning an additional 6,050 RSUs, corresponding to 6,050 shares.

Grant
date
Assignment
date
No. of
Options
Granted at
31.12.2023
No. of
Options
Granted
2023
Shares
cancelled
2023
No. of
Options
Granted
at
30.06.2024
Vesting
period
Exercise
Period
Shares
exercised
Shares
not
exercised
Fair
value
14.06.2021 14.06.2021 12,500 - 350 12,150 31.12.2021 01.01.2025 - - 21.56
14.06.2021 14.06.2021 12,500 - 350 12,150 31.12.2022 01.01.2025 - - 21.56
14.06.2021 14.06.2021 12,500 - 350 12,150 31.12.2023 01.01.2025 - - 21.56
14.06.2021 14.06.2021 12,500 - 350 12,150 31.12.2024 01.01.2025 - - 21.56
14.06.2021 28.01.2022 2,983 - - 2,983 31.12.2022 01.01.2025 - - 21.56
14.06.2021 28.01.2022 2,984 - - 2,984 31.12.2023 01.01.2025 - - 21.56
14.06.2021 28.01.2022 2,984 - - 2,984 31.12.2024 01.01.2025 - - 21.56
Total 58,950 - 1,400 57,550 - -

The delivery of the shares will take place within 10 days following approval of the consolidated financial statements for the year ended December 31, 2024 by the Board of Directors.

The grant date has been set as June 14, 2021, which is the date on which most of the participation letters were submitted, as this is the moment in which both parties are informed of the plan regulation.

In order to determine their fair value, the RSU's are considered call options with a stri e price of zero and with a weighted average share value at the end of the plan of Euro 21.56 (as compared to a value of Euro 17.62

at the grant date), calculated by way of a Monte Carlo simulation with 5,000 iterations and repeated at the end of each year.

The fair value was calculated considering:

    1. Working days in the period between the grant date (identified as 14.06.2021) and 31.12.2024;
    1. Average risk free rate for Italy, as estimated by Fernandez (2021), of 1%;
    1. Annualised standard deviation of LTM daily returns (June 14, 2021) of 39.30%.
    1. Equity risk premium of 4.69% obtained as ∗ the equity beta (0.781) is calculated using the unlevered beta of the EU Internet software industry (source: Damodaran). The Market Risk Premium of 6% is based on the estimates of Fernandez (2021)
    1. Continuous dividend yield, calculated each year, i.e. 0.0187 at December 31, 2021, 0.0107 at December 31, 2022, 0.0077 at December 31, 2023, and 0.0035 at December 31, 2024.

The fair value calculated as described above applied to a number of granted shares that was adjusted to take account of expected turnover (of 10%) and assuming a probability of reaching the EBITDA target each year of 100%. The cost will be calculated at the end of each quarter, for the purposes of the periodic reports published on the market.

t June 30, 2024, personnel costs and recognition of the related equity reserve (hereinafter the "stoc grant reserve" was Euro 259,3 7 and concerned the period from the grant date of June 14, 2021, to June 30, 2024.

The Shareholders' eeting of ay 4, 2023 of IIT S.p. ., meeting in ordinary session, approved the adoption of the "2023-2027 RSU Plan". The objective of the Plan is to incentivise Beneficiaries to achieve the WIIT Group's operating performance objectives, to align their interests with the interests of shareholders in the creation of value in the medium/long term, and to retain key staff of the WIIT Group, providing incentives for them to remain with the Company.

2023-2027 "RSU" PLAN

The 2023-2027 RSU Plan is addressed to employees of the WIIT Group and based on the achievement of corporate objectives in order to incentivise them to add value to the WIIT Group in the medium/long-term and to function as a tool to generate loyalty. The Plan provides for the grant of a maximum of 100,000 RSUs, valid for the allocation of a maximum of 100,000 shares. The grant of RSUs to Beneficiaries may take place over four award cycles during the financial years 2023, 2024, 2025 and 2026. RSU's may also be assigned on different dates to each of the Beneficiaries, provided that they are assigned respectively by December 31, 2023 for the first cycle, by December 31, 2024 for the second cycle, by December 31, 2025 for the third cycle and by December 31, 2026 for the fourth cycle. The terms of the plan are the same as those for the previous 2021- 2024 plan.

In May 2023, the Board of Directors identified a number of beneficiaries from among the employees of the Parent Company and the subsidiaries of the RSU plan, assigning 15,550 RSUs, corresponding to 15,550 shares.

Grant date Assignment
date
No. of
Options
Granted
at
31.12.2023
Shares
cancelled
2024
No. of
Options
Granted
at
30.06.2024
Vesting period Exercise
Period
Shares
exercised
Shares
not
exercised
Fair value
11.05.2023 19.05.2023 15,550 2000 13,050 31.12.2023 01.01.2027 - - 18.09
11.05.2023 02.08.2023 1,000 - 1,000 31.12.2023 01.01.2027 18.09
Total 16,550 2000 14,050 - -

The delivery of the shares will take place within 10 days following approval of the consolidated financial statements for the year ended December 31, 2026 by the Board of Directors.

The grant date has been set as May 19, 2023, which is the date on which most of the participation letters were submitted, as this is the moment in which both parties are informed of the plan regulation.

In order to determine their fair value, the RSU's are considered call options with a stri e price of zero and with a weighted average share value at the end of the plan of Euro 18.09 (as compared to a value of Euro 19.24 at the grant date), calculated by way of a Monte Carlo simulation with 5,000 iterations and repeated at the end of each year.

The fair value was calculated using the binomial method. The value of the underlying was calculated for each of the 250 periods into which the remaining duration of the plan was divided, and on the basis of which the branches of the binomial tree were identified, according to the model's probability developments. After identifying the possible values of the underlying asset in the various periods, we proceeded by backward deduction to calculate the value of the RSU, starting from its max value (Sn-K;0) on the exercise date. The value of the option thus identified is Euro 18.09.

The fair value calculated as described above applied to a number of granted shares that was adjusted to take account of expected turnover (of 8%) and assuming a probability of reaching the EBITDA target each year of 100%.

The cost will be calculated at the end of each quarter, for the purposes of the periodic reports published on the market.

t June 30, 2024, personnel costs and recognition of the related equity reserve (hereinafter the "stoc grant reserve" was Euro 97,273 and concerned the period from the grant date of ay 19, 2023, to June 30, 2024.

STOCK OPTION PLANS

The "2021-2026 Stock Option Plan" is addressed to Executive Directors and Senior Executives of the group and the parent company, and may be extended to those assuming the role of Executive Director or Senior Executive during the duration of the Plan. It provides for the free allocation of Options giving the Beneficiary the right to receive the Shares in the Parent Company's portfolio to which he/she is entitled following the exercise of the Options, at a ratio of 1 Share for every 1 Option exercised. The Plan purpose is the assignment of a maximum of 1,000,000 Options, valid for the assignment of a maximum of 1,000,000 Treasury Shares of the Parent Company. The strike price of each Option (which entitles the holder to purchase 1 share for each Option exercised) is equal to Euro 18.

The duration of the Plan is until July 1, 2027, and the Options may be exercised by the beneficiaries, as indicated by the Parent Company in the participation letter, in whole or in part for a maximum number equal to 50% of the total

Options granted to each beneficiary as of January 1, 2024 or July 1, 2024; and for 100% of the total Options granted to each beneficiary as of, alternately, January 1, 2026 or July 1, 2026. The allocation of shares is also conditional on and commensurate with the achievement of the performance objectives.

In May 2021, the Board of Directors of WIIT identified the beneficiaries of the plan and granted 775,000 options.

Grant date No. of options
granted
Vesting period Exercise Period Options
exercised
Options
cancelled
Options not
exercised
Strike price Fair value
14.06.2021 From 14.06.2021 From 01.01.2024 to - - 18.00
100,000 to 31.12.2023 01.01.2027 - 3.77
14.06.2021 From 14.06.2021 From 01.07.2024 to - - 18.00
287,500 to 30.06.2024 01.01.2027 - 4.13
14.06.2021 From 14.06.2021 From 01.01.2026 to
100,000 to 31.12.2025 01.01.2027 - - - 18.00 5.01
14.06.2021 From 14.06.2021 From 01.07.2026 to
287,500 to 30.06.2026 01.01.2027 - - - 18.00 5.24
Total 775,000 - - -

The grant date is the date of the participation letters, as this is the moment in which both parties are informed of the plan regulation.

For the purposes of measuring fair value, an incremental value was assumed for the strike price for the exercise of the options of Euro 3.77 - 4.13 - 5.01 - 5.24 at the respective vesting dates of 01.01.24 - 01.07.24 - 01.01.26 - 01.07.26, which was calculated using the Black-Scholes model and corresponds to share values of 21.77 – 22.13 – 23.01 – 23.24, as compared to a value of Euro 17.62 at the grant date. Average risk free rate for Italy, as estimated by Fernandez (2021), of 1%;

To account for volatility over a time period consistent with that of the plan, the annualised standard deviation of returns were calculated over the period July 10, 2018 to June 14, 2021. The earliest useful date considered is July 10, 2018 since the stock price was constant prior to that date. The dividend yield is calculated as the 2020 dividend per share (0.105) on the stock price at the assignment date of June 14, 2021.

The fair value calculated as described above applied to a total number of options granted prudently estimating that at the conclusion date of the plan nine of the nine beneficiaries (100%) will still be in service.

The cost will be calculated at the end of each quarter, for the purposes of the periodic reports published on the market.

n pril 21, 2022, the Shareholders' eeting of IIT S.p. ., meeting in ordinary session, approved the adoption of the incentive plan nown as the "2022-2027 Stock Option Plan". The pillars of the Plan are to incentivise Beneficiaries to achieve the WIIT Group's operating performance objectives, to align their interests with the interests of shareholders in the creation of value in the medium/long term, and to retain key staff of the WIIT Group, providing incentives for them to remain with the Company.

The "2022-2027 Stock Option Plan" is addressed to Executive Directors and Senior Executives of the group and the parent company, and may be extended to those assuming the role of Executive Director or Senior Executive during the duration of the Plan. It provides for the free allocation of Options giving the Beneficiary the right to receive the Shares in the Parent Company's portfolio to which he/she is entitled following the exercise of the Options, at a ratio of 1 Share for every 1 Option exercised. The Plan purpose is the assignment of a maximum of 250,000 Options, valid for the assignment of a maximum of 250,000 Treasury Shares of the Parent Company. The strike price of each Option (which entitles the holder to purchase 1 share for each Option exercised) is equal to Euro 40.

The duration of the Plan is until July 1, 2028, and the Options may be exercised by the beneficiaries, as indicated by the Parent Company in the participation letter, in whole or in part for a maximum number equal to 100% of the total Options granted to each beneficiary as of, alternately, from July 1, 2028.

In September 2022, the Board of Directors of WIIT identified the beneficiaries of the plan and granted 152,000 options.

Grant date No. of options
granted
Vesting
period
Exercise
Period
Options
exercised
Options
cancelled
Options not
exercised
Strike price Fair value
23.09.2022 152,000 From
23.09.2022
to 31.12.2027
At 01.07.2028 - - - 40 1.29
Total 152,000 - - -

The grant date is the date of the participation letters, as this is the moment in which both parties are informed of the plan regulation.

For the purposes of measuring fair value, an incremental value was assumed for the strike price (Euro 40) for the exercise of the options of Euro 1.29 on maturity at 01.07.28 which corresponds to a share value of 41.29 at the maturity date as compared to a value of Euro 14.31 at the grant date. Average risk free rate for Italy equal to 2.18%;

The fair value calculated as described above applied to a total number of options granted prudently estimating that at the conclusion date of the plan 4 of the 4 beneficiaries (100%) will still be in service.

The cost will be calculated at the end of each quarter, for the purposes of the periodic reports published on the market.

At June 30, 2024, the portion of the reserve for incentive plans related to stock options was Euro 3,161,784.

The plans were evaluated with support from an independent expert.

Both plans make use of the treasury shares of Wiit S.p.A..

Non-Controlling Interests

Company City % Held Currency Total
Assets
h
h
'
Equity
Net
revenues
Net
Profit
for the
period
Total
dividends
distributed
Codefit spół a
zograniczoną
odpowiedzialnością
Katowice
(PL)
51% Zloty 552,220 452,085 439,752 63,840 0

These figures refer to June 30, 2024.

Earnings per share

The basic earnings per share is calculated by dividing the profit/loss attributable to the shareholders of the Parent Company by the average weighted number of ordinary shares outstanding during the period. Share results and information are shown below for the calculation of basic losses per share.

EARNINGS PER SHARE 30.06.2024 30.06.2023
Net profit for the period 6,488,452 3,816,437
Average number of ordinary shares, net of treasury shares 26,165,516 26,361,430
Basic earnings per share (Euro per share) 0.25 0.14
Average number of ordinary shares in circulation, excluding
treasury shares for only the portion not allocated to RSU
programmes and stock options
25,172,831 26,670,582
Diluted earnings per share (Euro per share) 0.26 0.14

STATEMENT OF CHANGES IN CON O H HO ' QU

Euro Share
capital
Share
premium
reserve
Legal
Reserve
Treasury
shares
acquired
reserve
Other
reserves
Translation reserve Retained earnings and
losses carried forward
Net result Group
Shareholders'
equity
Non
controlling
interests
shareholders'
equity
Total
G
p h h
' q y
31.12.2022
2,802,066 44,598,704 560,413 (19,410,233) 2,692,251 (4,022) 1,028,475 7,845,609 40,113,264 134,056 40,247,320
Net Result 3,816,437 3,816,437 12,825 3,829,263
Other Comprehensive Income
Statement components
28,790 15,842 44,632 44,632
Comprehensive net income 28,790 15,842 0 3,816,437 3,861,069 12,825 3,873,895
Allocation of 2022 result
Legal reserve 0 0
Distribution of dividends (1,806,368) (6,011,746) (7,818,114) (7,818,114)
Carried forward 1,833,863 (1,833,863) 0 0
IFRS 2 Reserve 618,649 618,649 618,649
Use/Sale of treasury shares 5,454,693 1,735,807 7,190,500 7,190,500
Acquisition of treasury shares (11,999,171) (11,999,171) (11,999,171)
Other changes (18,300) 18,300 0 0
G
p h h
' q y
30.06.2023
2,802,066 44,598,704 560,413 (25,954,711) 5,057,196 11,820 1,074,274 3,816,437 31,966,199 146,881 32,113,081
Net Result 4,469,212 4,469,212 48,157 4,517,369
Other Comprehensive Income
Statement components
(94,515) 10,790 (83,724) (83,724)
Comprehensive net income (94,515) 10,790 0 4,469,212 4,385,488 48,157 4,433,645
Allocation of 2022 result
Legal reserve 0 0
Distribution of dividends 0 0
Carried forward 0 0
IFRS 2 reserve 614,062 614,062 614,062
Sale of treasury shares 0 (0) 0 0
Acquisition of treasury shares (4,612,202) (4,612,202) (4,612,202)
Use of treasury shares 0 0
Other changes 0 0
G
p h h
' q y
31.12.2023
2,802,066 44,598,704 560,413 (30,566,915) 5,576,744 22,610 1,074,274 8,285,649 32,353,545 195,038 32,548,583

76 | Consolidated Half-Year Report at June 30, 2024

M N OF CH NG N CON O H HO ' QU

Euro Share
capital
Share
premium
reserve
Legal
Reserve
Treasury shares
acquired
reserve
Other
reserves
Translation
reserve
Retained
earnings and
losses carried
forward
Net result Group
Shareholders'
equity
Non
controlling
interests
shareholders'
equity
Total
Group h h
' q y
31.12.2023
2,802,066 44,598,704 560,413 (30,566,915) 5,576,744 22,610 1,074,274 8,285,649 32,353,545 195,038 32,548,583
0 0 (0) 0 (0) 0 0 0 (1) 1 (0)
Net Result 6,488,452 6,488,452 31,281 6,519,734
Other Comprehensive Income Statement
components
100,446 3,103 103,549 103,549
Comprehensive net income 100,446 3,103 0 6,488,452 6,592,001 31,281 6,623,283
Allocation of 2023 result
Legal reserve 0 0
Distribution of dividends (1,464,527) (6,363,140) (7,827,667) (7,827,667)
Carried forward 1,922,509 (1,922,509) 0 0
IFRS 2 reserve 356,660 356,660 356,660
Use of treasury shares 252,496 260,232 512,728 512,728
Acquisition of treasury shares (412,173) (412,173) (412,173)
Other changes (544) (544) (544)
G
p h h
' q y
30.06.2024
2,802,066 44,598,704 560,413 (30,726,592) 6,294,082 25,713 1,531,712 6,488,452 31,574,549 226,320 31,800,870

10.PAYABLES TO OTHER LENDERS

Description 30.06.2024 31.12.2023 Change
Current lease payables 10,589,403 7,695,551 2,893,853
Non-current lease
payables
19,232,246 13,289,335 5,942,911
Total 29,821,649 20,984,885 8,836,764

Lease payables and financial payables include the principal amounts of future leasing charges measured according to the finance method (IFRS 16, partly already recognised under IAS 17). The increase in the account reflects for Euro 3.903 million the balance of the Econis AG business combination and the signing of lease contracts in H1 2024 of Euro 11.1 million, net of payments for Euro 6.4 million.

11.BOND LOANS

Description 30.06.2024 31.12.2023 Change
Current financial
indebtedness related to
Bond facilities
8,760,608 7,897,960 862,648
Non-current financial
indebtedness related to
Bond facilities
155,978,861 157,442,669 (1,463,808)
Total 164,739,469 165,340,629 (601,160)

Financial indebtedness related to bond facilities increased in terms of the interest accrued on the Euro 150 million bond, which shall be settled in October 2024, with the capital portion decreasing by Euro 2.6 million, settled in June, with regards to the Euro 20 million bond contracted at the end of 2022.

12.BANK LOANS

The bank loans at June 30, 2024 of Euro 41,750,447 include the payable for loans and indicates the effective payable for capital, interest and accessory charges matured and due. The current portion is Euro 13,686,307, while the long-term portion is Euro 28,064,141.

ISSUING ENTITY Current Non-Current Total Maturity Interest Rate
INTESA 255,095 0 255,095 30.08.2024 FIXED 1.05%
CREDEM 189,905 0 189,905 02.01.2025 FIXED 0.75%
CREDEM 808,041 552,502 1,360,543 28.02.2026 EUR3M+1.1%
BANCO POPOLARE 1,012,175 1,065,852 2,078,027 30.06.2026 CGE. 1.2% +
spread
MEDIOCREDITO 1,269,063 2,106,809 3,375,872 31.10.2026 EUR6M+1.23%
MPS 510,754 728,780 1,239,534 30.11.2026 EUR6M+0.594%
CREDIT AGRICOLE 1,020,687 1,553,229 2,573,916 05.12.2026 FIXED 1.15%
INTESA 3,125,000 5,625,000 8,750,000 30.09.2027 EUR3M+1.1%
SPARKASSE 2,274,371 6,075,190 8,349,561 31.12.2027 EUR3M+1.6%
CREDIT AGRICOLE 452,156 1,199,931 1,652,087 05.01.2028 FIXED 1.50%
BANCO POPOLARE 748,779 2,257,177 3,005,956 30.06.2028 EUR3M+1.55%
CREDIT AGRICOLE 1,250,000 3,750,000 5,000,000 30.06.2028 EUR3M+1.25%
SPARKASSE 23,942 0 23,942 30.11.2025 FIXED 1.99%
DEUTSCHE BANK 619,441 2,229,544 2,848,985 31.12.2028 FIXED 1.11%
VOLKSBANK 16,667 345,035 361,702 31.12.2038 FIXED 4.97%
NÄV 56,667 566,667 623,333 31.12.2038 FIXED 5.55%
HYPOVEREINSBANK 28,565 2,174 30,740 30.06.2025 FIXED 1.85%
COMMERZBANK 25,000 6,250 31,250 30.06.2025 FIXED 1.00%
Total 13,686,307 28,064,141 41,750,447

13.OTHER CURRENT AND NON-CURRENT FINANCIAL LIABILITIES

Description 30.06.2024 31.12.2023 Change
Other current payables to third parties 4,326,965 948,036 3,378,929
Other non-current payables to third parties 4,926 331,938 (327,012)
Total 4,331,891 1,279,974 3,051,917

Other payables to third parties at June 30, 2024 were as follows:

Description Current Non-Current Total
Payables for Aedera acquisition 314,877.39 0 314,877
Payable for Edge & Cloud Acquisition 4,000,000 0 4,000,000
Other financial liabilities 12,088 4,926 17,014
Total 4,326,965 4,926 4,331,891

In the first half of 2024, payables to third parties reduced as a result of the payment through treasury shares of the residual amount due of Euro 500 thousand for the acquisition of Matika S.p.A., as stipulated in the contract. In the same period, a payable of Euro 4,000 thousand was recognised for the acquisition of the Edge&Cloud business unit in Germany.

14.EMPLOYEE BENEFITS

Description 30.06.2024 31.12.2023 Change
Liabilities at January 1 2,534,014 2,218,425 315,589
Financial expenses 46,788 70,367 (23,579)
Service cost 167,456 313,305 (145,849)
Payments made (139,027) (188,224) 49,197
Actuarial losses (57,217) 120,142 (177,359)
Total post-employment benefits 2,552,014 2,534,014 18,000
Description 30.06.2024 31.12.2023 Change
Liabilities at January 1 508,558 500,853 7,705
Provision in the period 504,696 341,944 162,752
Financial expenses 15,424 14,078 1,346
Payments made (204,830) (319,333) 114,503
Actuarial losses (82,097) (28,984) (53,113)
Total stay bonus 741,751 508,558 233,193
Total Employee Benefits 3,293,765 3,042,572 251,193

The valuation of Post-employment benefits is based on the following assumptions:

Financial assumptions

30.06.2024 31.12.2023
Discount rate 3.00% 3.00%
Inflation 2024: 3.0%
2025: 2.5%
2026 and beyond: 2.0%
2024: 3.0%
2025: 2.5%
2026 and beyond: 2.0%

Demographic assumptions

30.06.2024 31.12.2023
Mortality rate ISTAT 2022 ISTAT 2022
Personnel turnover 11% per year on all ages 11% per year on all ages
Advances 1.2% per year 1.2% per year
Pensionable age Minimum access
requirements established by
the Monti-Fornero reforms
Minimum access requirements
established by the Monti
Fornero reforms

With regards to specific management personnel, the Group has stipulated a Stay Bonus to incentivise continuance at the company.

The bonus is fixed by individual agreement between the parties and consists of an amount paid in monthly instalments, provided that the beneficiary does not terminate employment with the company before the contractually-identified maturity. Otherwise, or in the event of termination before that date (due to resignation or any other reason beyond the control of the Company), the beneficiary will be required to repay the fees paid to him/her up to that point.

On the basis of the provisions of IAS 19R, stay bonuses are included among "Other long-term employee benefits". These are therefore indemnities paid during the course of employment, which must be recognised using actuarial methods.

In terms of the international accounting standards, the valuation was carried out using the actuarial "Projected Unit Credit ethod" (articles 67-69 of IAS 19R). As per IAS 19R, no Additional Disclosure is required for "Other long term employee benefits".

15. PROVISIONS FOR RISKS AND CHARGES

The provision for risks and charges of Euro 505,768 is mainly attributable to the subsidiary WIIT AG and concerns a provision for the building and systems refurbishment work at the end of the lease on the building, which was also reclassified in that account last year.

16. DEFERRED TAX ASSETS AND LIABILITIES

Description 30.06.2024 31.12.2023 Change
Deferred tax assets 1,708,672 1,724,090 (15,417)
Deferred tax liabilities (13,893,513) (14,779,476) 885,963
Net position (12,184,841) (13,055,386) 870,545

The nature of the temporary differences which determine the recognition of deferred tax assets and liabilities and their movements during the year and the previous year are analysed below.

Total deferred tax assets at 31.12.2023 1,637,179
Directors' remuneration (601,772) (144,425)
stay bonus 306,920 73,661
MBO Employees 213,154 51,157
Temporary differences IFRS 16 166,010 39,842
Temporary differences IAS 19 - IS 203,511 56,779
Temporary differences IAS 19 - OCI (139,314) (38,869)
Temporary differences IFRS 15 (28,370) (7,915)
Temporary differences IFRS 15 68,635 19,149
Total deferred tax assets at 30.06.2024 1,708,672
Economic effect in the period 88,248
Effect other comprehensive income items (38,869)

Deferred tax liabilities concern the temporary differences in amortisation recognised following the acquisitions made by the Group in recent years.

17. NON-CURRENT CONTRACT LIABILITIES AND OTHER NON-CURRENT PAYABLES AND LIABILITIES

Contract liabilities concern the obligation to transfer to customers services for which the Group has received consideration from the customer, called a "lump sum". This consideration concerns the upfront fees for the set-up of the service. From 2019, these price components are managed in the periodic fees.

18.CURRENT INCOME TAX LIABILITIES

Description 30.06.2024 31.12.2023 Change
Treasury withholdings on third-party
remuneration
7,253 6,331 922
Treasury IRAP payable 270,581 0 270,581
Treasury IRES and foreign taxes payable 2,923,645 2,317,936 605,709
Treasury IRPEF payable 247,809 0 247,809
VAT payables 1,022,791 532,739 490,052
Total 4,472,079 2,857,006 1,615,073

19.TRADE PAYABLES

The breakdown by region of trade payables is as follows:

Description 30.06.2024 31.12.2023 Change
Italy 10,983,541 11,911,545 (928,004)
EU countries 17,196,677 6,272,148 10,924,529
Non-EU countries 5,200,894 110,582 5,090,312
Total 33,381,112 18,294,275 15,086,836

Payables in EU countries mainly relate to the overseas subsidiaries.

20.CURRENT CONTRACT LIABILITIES AND OTHER PAYABLES AND CURRENT LIABILITIES

Description 30.06.2024 31.12.2023 Change
Social sec. institutions 1,686,815 1,567,705 119,110
Employee payables 3,995,211 3,476,000 519,212
Other current payables 474,447 765,886 (291,439)
Contract liabilities 6,138,496 3,492,306 2,646,191
Total 12,294,969 9,301,897 2,993,073

At the beginning of the first half of 2024, the payables to employees and to social security institutions (Other payables) were settled according to the scheduled payment deadlines.

At June 30, 2024, the account contract liabilities (short-term portion), consequent to the application of IFRS15, amounts to Euro 108 thousand and regards the parent WIIT. The residual portion concerns the deferred income which the Group has invoiced in advance.

Main notes to the income statement

21.REVENUES FROM SALES AND SERVICES AND OTHER OPERATING INCOME

In the first half of 2024, sales revenues amounted to Euro 74,576,478, increasing Euro 10,425,632 on the first half of 2023 (Euro 64,150,846), mainly due to the acquisitions of the Edge&Cloud business unit and Econis AG completed during the second quarter of 2024.

Revenues by product line

Description H1 2024 % H1 2023 %
Provision of recurring services 58,004,675 77.78% 51,106,457 79.67%
Non-recurring products and
services
14,003,651 18.78% 12,631,702 19.69%
Total revenues from sales and
services
72,008,326 96.56% 63,738,159 99.36%
Other operating income 741,611 0.99% 412,687 0.64%
Negative goodwill (Bargain
Purchase)
1,826,540 2.45% 0 0.00%
Total other operating income 2,568,152 3.44% 412,687 0.64%
Total 74,576,478 100.00% 64,150,846 100.00%

Revenue by geographic area

Description H1 2024 H1 2023 Change
Italy 29,543,338 28,753,089 790,249
EU countries 39,502,392 33,630,180 5,872,212
Non-EU countries 5,530,747 1,767,577 3,763,170
Total 74,576,478 64,150,846 10,425,632

Revenues from non-EU countries are mainly attributable to the Swiss subsidiary Econis AG.

" ther revenues and operating income" concern the sale of non-core product and services, such as amounts billed to employees for fringe benefits, and other billed amounts. Euro 1.826 million was recognised in the period regarding the negative goodwill component (bargain purchase) obtained as the difference between the price paid for the acquisition of Econis AG and the fair value of the net assets acquired, lower than the price paid.

22.PURCHASES AND SERVICES

Description H1 2023 H1 2022 Change
Purchase of services from third parties 12,912,273 12,016,642 895,631
Electricity 4,671,862 4,342,698 329,164
Product acquisition cost 2,051,841 2,111,510 (59,669)
Connectivity 2,044,342 2,318,614 (274,272)
Directors 1,887,858 1,153,126 734,732
Other 761,654 968,284 (206,630)
Property management expenses 360,973 291,937 69,036
Company car hire 287,952 251,356 36,596
Total 24,978,755 23,454,167 1,524,588

The costs to acquire other services from third parties include mainly the operating costs to support the core business of the company, such as license and software maintenance and infrastructure cloud costs, in addition to administrative costs, legal and tax consultancy costs and marketing and commissions. These third party services are provided jointly with internal personnel. Electricity costs principally regard the operation of the 19 Data Centers owned by the WIIT Group.

Product acquisition costs refer to the purchase of software and hardware resold to customers.

23.PERSONNEL COSTS

H1 2024 H1 2023 Change
Wages and salaries 17,708,288 13,892,981 3,815,307
Social security charges 3,899,057 3,308,295 590,762
Post-employment benefits 242,208 276,146 (33,938)
Total 21,849,553 17,477,421 4,372,131

The average number of Group employees in H1 2024 was 608, compared to 582 in H1 2023. The increase was mainly due to the expanded Group scope compared to the first half of 2023.

24.AMORTISATION, DEPRECIATION, WRITE-DOWNS AND PROVISIONS

Amortisation and depreciation has been calculated based on the duration of the useful life of the asset or its use in production. The account includes amortization and depreciation of Euro 15,113 thousand and the Doubtful debt provision for Euro 77 thousand.

25.OTHER COSTS AND OPERATING CHARGES

Other operating costs of Euro 876,711 include sundry costs such as banking expenses, donations and penalties and sanctions. The increase on the previous year, in which the balance was Euro 479,080, reflects the acquisitions completed in the first six months of the year.

26.FINANCIAL INCOME

Financial income in the first half of 2024 totalled Euro 163 thousand and comprises interest on current accounts and on the BTP and BOT coupons.

27.FINANCIAL EXPENSES

H1 2024 H1 2023 Change
Interest expense bond loans 2,573,204 2,572,576 628
Bank interest 633,164 418,508 214,656
Interest expenses on leasing 727,882 511,214 216,668
Other financial expenses 190,458 96,007 94,451
Total 4,124,708 3,598,305 526,403

"Interest expense bond loans" includes the interest expense and the effect deriving from the amortised cost method for the two outstanding company bonds.

The increase in "Ban interest" refers to the ban loans drawn down over the previous 12 months, mainly at fixed rates.

28.EXCHANGE GAINS AND LOSSES

During the first half of 2024, the Group realised net exchange losses of Euro 8,490, mainly arising following fluctuations in the Swiss Franc and the Polish Zloty against the Euro.

29.INCOME TAXES

H1 2024 H1 2023 Change
Current taxes (2,902,568) (2,778,062) (124,506)
Deferred tax income & charges 905,464 1,180,239 (274,775)
Prior year taxes 198,368 0 198,368
Total (1,798,736) (1,597,823) (200,913)

Current income taxes include IRAP for Euro 271 thousand, IRES for Euro 612 thousand and overseas taxes for Euro 2,020 thousand.

There are no unutilised tax losses.

Transactions with subsidiaries, associates, holding companies

COSTS WIIT FIN WIIT GECKO WIIT AG TOTAL
WIIT FIN - 249,500 - - 249,500
REVENUES WIIT - - 9,511 462,465 471,976
GECKO - - - 151,848 151,848
WIIT AG - 3,584 319,814 - 323,398
TOTAL - 253,084 329,325 614,313 1,196,722
RECEIVABLES WIIT FIN WIIT GECKO WIIT AG TOTAL
WIIT FIN - 1,465,271 - - 1,465,271
PAYABLES WIIT - - - 14,103 14,103
GECKO - 2,785 - 23,668 26,453
WIIT AG - 19,477,985 3,524,917 - 23,002,901
TOTAL - 20,946,040 3.54.917 3,537,772 24,508,729

It should also be noted that two other related parties have been identified with which the Company has conducted business relations at arm's length:

  • Immo 2 S.r.l.: amortisation of a lease charge for the Cuneo building for Euro 28 thousand and a trade payable for Euro 37 thousand. The company is considered a related party of the Wiit Group by way of Michele Pagliuzzi, legal representative of Wiit and Chief Executive Officer of Immo 2 S.r.l.
  • Namirial S.p.A.: revenues for Euro 9 thousand and a trade receivable for Euro 11 thousand. The company is considered a related party of the Wiit Group in view of the position as Chairperson of the Board of Directors of Wiit S.p.A. and Founder and Chairperson of the Board of Directors of Namirial S.p.A..
  • ABC Capital Partners S.r.l.: revenues of Euro 3.5 thousand. The company is considered a related party of the Wiit Group through the common members of the Boards of Directors of the companies.

Please note that the transactions with related parties, including inter-company transactions, are not quantifiable as either atypical or unusual but fall within the Group's normal business operations. These transactions were carried out on an arm's length basis. Wiit and Gecko payables and receivables with the subsidiaries Wiit AG include, in addition to trade payables, also the portion of the inter-company loans and to a residual extent the centralised treasury management.

The receivables from WIIT Fin S.r.l. include the portion related to the tax consolidation.

The consolidated statement of financial position and income statement highlighting related parties are presented below pursuant to Consob Resolution No. 15519 of July 27, 2006.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

30.06.2024 Of which
related
parties
31.12.2023 Of which
related
parties
ASSETS
Intangible assets 58,682,504 58,224,012
Goodwill 121,103,831 121,077,831
Right-of-use 12,942,869 11,870,441
Plant & machinery 9,049,459 8,737,760
Other tangible assets 60,298,077 46,250,182
Deferred tax assets 1,708,672 1,724,090
Equity investments 5 5
Other non-current contract assets 24,356 24,356
Other non-current assets 505,309 250,000 686,944 250,000
NON-CURRENT ASSETS 264,315,082 250,000 248,595,622 250,000
Inventories 260,392 166,980
Trade receivables 38,672,685 11,346 25,842,136
Current financial assets 1,061,434 11,602,736
Other receivables and other current assets 16,561,166 1,465,271 9,195,557 1,613,159
Cash and cash equivalents 19,709,163 13,690,212
CURRENT ASSETS 76,264,841 1,476,617 60,497,621 1,613,159
TOTAL ASSETS 340,579,924 1,726,617 309,093,243 1,863,159

Other receivables concerning related parties of Euro 1.465 million refer to the tax consolidation receivable from Wiit Fin S.r.l.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

30.06.2024 Of
which
relate
d
parties
31.12.2023 Of
which
relate
d
parties
H
HO
' QU
N
B
LIABILITIES
Share capital
2,802,066 2,802,066
Share premium reserve 44,598,704 44,598,704
Legal reserve 560,413 560,413
Other reserves 6,294,082 5,576,744
Treasury shares in portfolio reserve (30,726,592 (30,566,915
Reserves and retained earnings (accumulated losses) )
1,531,712
)
1,074,273
Translation reserve 25,713 22,610
Group net result 6,488,452 8,285,649
GROUP H
HO
' QU
31,574,549 0 32,353,546 0
Result attributable to non-controlling interests 31,282 60,982
Non-controlling interest equity 226,319 195,037
TOTAL SHAREHOLDERS' EQUITY 31,800,870 0 32,548,583 0
Payables to other lenders 19,232,246 13,289,335
Non-current financial indebtedness related to Bond 155,978,86 157,442,66
facilities
Bank loans
1
28,064,140
9
27,805,467
Other non-current financial liabilities 4,926 331,938
Employee benefits 3,293,765 3,042,572
Provisions for risks and charges 570,287 567,886
Deferred tax liabilities 13,893,513 14,779,476
Non-current contract liabilities 108,356 109,882
Other payables and non-current liabilities 121,515 60,566
NON-CURRENT LIABILITIES 221,267,61
2
0 217,429,79
3
0
Payables to other lenders 10,589,403 7,695,550
Current financial indebtedness related to Bond facilities 8,760,607 7,897,960
Short-term bank loans 13,686,307 12,120,143
Current income tax liabilities 4,472,079 2,857,006
Other current financial liabilities 4,326,965 948,035
Trade payables 33,381,112 40,065 18,294,275 8,418
Payables to group companies 0 0
Current contract liabilities 6,138,496 3,492,306
Other payables and current liabilities 6,156,473 5,809,591
CURRENT LIABILITIES 87,511,442 40,065 59,114,866 8,418
TOTAL LIABILITIES 340,579,92
3
40,065 309,093,24
3
8,418

CONSOLIDATED INCOME STATEMENT

2023 Of which
related
parties
2022 Of which
related
parties
REVENUES AND OPERATING INCOME
Revenues from sales and services 72,008,326 63,738,159
Other revenues and operating income 2,568,151 12,800 412,687 4,093
Total revenues and operating income 74,576,478 12,800 64,150,846 4,093
OPERATING COSTS
Purchases and services (24,978,755) (23,454,167)
Personnel costs (21,849,553) (17,477,421)
Amortisation, depreciation and write-downs (15,190,879) (277,314) (13,260,664) (605,965)
Provisions 0 0
Other costs and operating charges (362,042) (876,711)
Change in Inventories of raw mat., consumables and goods 93,413 (61,764)
Total operating costs (62,287,817) (277,314) (55,130,727) (605,965)
EBIT 12,288,660 (264,514) 9,020,119 (601,872)
Profit (Losses) from equity-accounted investees 0 0
Financial income 163,007 6,374
Financial expenses (4,124,708) (3,598,305)
Exchange gains/(losses) (8,490) (1,102)
PROFIT BEFORE TAXES 8,318,469 (264,514) 5,427,086 (601,872)
Income taxes (1,798,736) (1,597,823)
NET PROFIT 6,519,734 (264,514) 3,829,263 (601,872)

The amount of Euro 250 thousand refers to depreciation of the right-of-use of property covered by a lease agreement with Wiit Fin S.r.l. and for the property of the local unit of Cuneo Immo2 S.r.l. for Euro 28 thousand.

FINANCIAL RISK MANAGEMENT

Categories of financial instruments

The following tables contain information regarding:

  • Fair value level hierarchy for financial assets and liabilities the fair value of which is stated;
  • Classes of financial instruments by their nature and characteristics;
  • Book value of financial instruments;

  • Fair value of the financial instruments (except for financial instruments the carrying amount of which is close to their fair value).

Levels 1 to 3 of the fair value hierarchy are based on the degree of observability of the information:

  • Level 1 fair value measurements are based on (unmodified) quoted prices on active markets for identical assets or liabilities;
  • Level 2 fair value measurements are those based on inputs other than the quoted prices used in Level 1, which are observable for assets and liabilities, either directly (for example, prices) or indirectly (for example, derived from prices);
  • Level 3 fair value measurements are those derived from the application of measurement techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Liabilities valued at fair value
30.06.2024 Level 1 Level 2 Level 3
Other financial liabilities
Payables for Aedera acquisition 314,877 314,877
Payables for Edge&Cloud acquisition 4,000,000 4,000,000
Total - - 4,314,877

Some of the financial liabilities are measured at fair value at each reporting date.

The following table breaks down financial assets and liabilities as per IFRS 7, on the basis of the categories under IAS 9

FINANCIAL ASSETS AT JUNE 30, 2024 Financial assets at
amortised cost
Financial assets at
FVOCI
Financial assets at
FVPL
Total
Other non-current assets 505,309 0 0 505,309
0 0
Non-current financial assets 505,309 0 0 505,309
Trade receivables 38,672,685 0 0 38,672,685
Trade receivables from group
companies
0 0 0 0
Current financial assets 1,061,434 0 0 1,061,434
Other receivables and other current
assets
16,561,166 0 0 16,561,166
Cash and cash equivalents 19,709,163 0 0 19,709,163
Current financial assets 76,004,449 0 0 76,004,449
Total financial assets 76,509,758 0 0 76,509,758
FINANCIAL LIABILITIES AT JUNE 30, 2024 Financial liabilities
at amortised cost
Financial liabilities
at FVOCI
Financial liabilities
at FVPL
Total
Payables to other lenders 19,232,246 0 0 19,232,246
Non-current financial indebtedness
related to Bond facilities
155,978,861 0 155,978,861
Bank loans 28,064,140 0 0 28,064,140
Other non-current financial liabilities 4,926 0 0 4,926
Other payables and non-current
liabilities
121,515 0 0 121,515
Non-current financial liabilities 203,401,689 0 0 203,401,689
-
Payables to other lenders 10,589,403 0 0 10,589,403
Current financial indebtedness related
to Bond facilities
8,760,607 0 0 8,760,607
Short-term bank loans 13,686,307 0 0 13,686,307
Trade payables 33,381,112 0 0 33,381,112
Other current financial liabilities 12,088 0 4,314,877 4,326,965
Other payables and current liabilities 6,156,473 0 0 6,156,473
Current financial liabilities 72,585,990 0 4,314,877 76,900,867
Total financial liabilities 275,987,679 0 4,314,877 280,302,557

The Group is exposed to financial risks relating to its operating activities, and principally:

  • to credit risk, with particular regards to ordinary commercial transactions with customers;
  • to market risk, concerning the volatility of interest rates;
  • to liquidity risk, which may arise due to the incapacity to source the funding necessary to guarantee company operations.

Credit risk management

Credit risk is defined as the probable financial loss generated by the non-fulfilment by third parties of a payment obligation to the company.

The company does not have significant concentrations of credit risk, also due to the fact that it does not significantly deal with, as a strategic choice, the public sector.

The company manages this risk through choosing counterparties considered as solvent by the market and with a high credit rating, or through providing highly critical services which may not be interrupted by its customers.

For commercial purposes, policies have been adopted to ensure the solvency of customers and limit the exposure to the credit risk of an individual customer through evaluation and monitoring.

All receivables are periodically subject to an assessment by customer type, with write-downs made where impairments are identified.

The breakdown of trade receivables is provided in the Explanatory Notes.

No further effects to the accounts of a valuation nature occurred (i.e. doubtful debt provision, inventory obsolescence provision, provision for risks and charges). However, the continuance of the health emergency leads the Directors to consistently monitor the business performance, in addition to the outside events which may have impacts on the company's equity and financial structure.

Exchange rate risk management

Currency risk is defined as the risk of the value of a financial instrument changes following exchange rate movements. s operations are mainly in the "Eurozone", exposure to exchange rates ris s deriving from operations in currencies other than the functional currency (Euro) is limited.

Interest rate risk management

The management of the interest rate risk has the objective to ensure a balanced debt structure, minimising interest costs over time.

Interest rate risk concerns that affecting the value of a financial instrument on the basis of market interest rate fluctuations.

The Company over the years has almost exclusively contracted medium-term loans at a predominantly fixed rate, which mitigates risk in periods of rising interest rates (such as we are currently experiencing).

The breakdown of existing loans is reported in the Explanatory Notes.

With regards to variable rate financial assets and liabilities at June 30, 2024, amid a hypothetical increase (decrease) of interest rates by 100 basis points against the interest rate at the same date, with the other variables remaining constant, on an annual basis financial expenses would increase by approx. Euro 236 thousand.

Liquidity risk management

Liquidity risk is defined as the risk that the Group encounters difficulties in sourcing the funds necessary to satisfy the obligations related to financial liabilities.

Prudent management of liquidity risk is pursued by monitoring the cash flows, financial needs and the liquidity of the company, so as to ensure the proper management of financial resources through appropriately allocating any excess or on demand liquidity and the undertaking of adequate lines of credit. In this regard, it should be noted that the Company does not currently have deposits with banks that are publicly known to be experiencing financial difficulties.

An aging of payables is provided below:

At June 30, 2024 Book value Contractual
cash flows
Within 1 year From 1 to 5
years
Beyond 5
years
Bank loans 41,750,447 41,750,447 13,686,307 27,477,474 586,667
Payables to other lenders 29,821,649 31,207,981 10,907,577 19,632,255 668,150
Non-current financial
indebtedness related to
Bond facilities
155,978,861 175,147,917 9,332,231 165,815,686 0
Trade payables 29,665,746 29,665,746 29,665,746 0 0
Other financial liabilities 4,331,891 4,331,891 4,326,965 4,926 0
Total 261,548,595 282,103,983 67,918,825 212,930,342 1,254,816

Subsequent events occurring after the period ending June 30, 2024

On July 19, 2024, IIT announced that, in regards to the Extraordinary Shareholders' eeting approval on ay 16, 2024 of the proposal to amend the By-Laws to strengthen multi-voting rights, in the right of withdrawal exercise period between June 21, 2024 and July 6, 2024 (inclusive), no shareholder had exercised the right of withdrawal. As previously reported, the resolution to amend the By-Laws to strengthen the multi-voting rights would have ceased to be effective where the amount in cash, if any, to be paid by WIIT to the withdrawing shareholders to purchase the Shares subject to withdrawal had exceeded a total amount of Euro 5 million. As this resolutive condition has not been met, the Shareholders' eeting resolution is definitively effective and the strengthened multi-voting rights approved by the Meeting may be considered fully implemented within the By-Laws.

On July 24, 2024, the sale of 51% of the Polish subsidiary Codefit Sp.z.o.o. was completed for Euro 250 thousand. On the basis of the limited impacts from this sale transaction, it is not considered a discontinued operation as per IFRS 5.

On July 31, 2024, WIIT announced the renewal of the four-year Secure Cloud services contract for a total amount of approx. Euro 4.7 million, with a leading Italian company (the "Customer" belonging to a major international Group involved in the B2B distribution of electronic materials, solutions and services. The Customer chose to continue its long-standing partnership with WIIT, confirming the strength of the relationship by extending the services to include the new multi-region Secure Cloud model, which integrates managed services, processes, security and technologies. This model, which has been added to WIIT's offer, further develops the flexibility, scalability and security of the services already available to the Customer. The contract extension ensures maximum resilience and business continuity by extending the Cloud services and adopting the Disaster Recovery service provided in the North-East Standard Zone in Italy (one of the 7 "Regions" served). This latter Zone operates in synergy with the Italy North-West Premium Zone, which comprises the systems capable of highly-reliably hosting all of the Customer's business critical processes.

Outlook

The WIIT Group, thanks to the strong commercial pipeline following the winning of new customers and the renewal of long-term contracts, expects to see continued growth in 2024 and in line with market expectations. The focus remains on improving the EBITDA margin based on the growth of core revenues and of value added services, greater optimisation in process and operating services organisation, cost synergies and the continual improvement of the margin due to the merger of the German subsidiaries into WIIT AG, in spite of a prudent estimate of expected energy costs in line with the previous year. The integration process, adopting the Group policies, of the new Swiss subsidiary began immediately. The benefits in terms of synergies will emerge over the coming quarters.

Finally, M&A scouting in the "D-A-CH zone" continues in line with the growth strategy, and the German market continues to represent a significant opportunity for the Group's expansion in Europe.

At June 30, 2024, the WIIT Group has marginal exposure to the Russian, Ukrainian and Israeli markets. The Directors do not consider that either direct or indirect risks may arise from such trade relations, despite the fact that the Russian-Ukrainian and Israeli conflict is generally driving the cost of raw materials higher.

In terms of potential impacts from the Russia-Ukraine conflict, the WIIT Group at June 30, 2024 has a marginal exposure to the Russian and Ukrainian market. Group revenues from Russia in H1 2024 amounted to Euro 22 thousand (0.03% of revenues), with those from Ukraine totalling Euro 65 thousand (0.09% of revenues) and from Israel for Euro 1 thousand (0.002%). The Directors do not consider that either direct or indirect risks may arise from such trade relations, despite the fact that the Russian-Ukrainian conflict is generally driving the cost of raw materials higher.

Milan, August 1, 2024 For the Board of Directors The Chairperson (Enrico Giacomelli)

Declaration of the Condensed Consolidated Half-Year Financial Statements at June 30, 2024 as per Article 154-bis, paragraph 5

  • 1. The undersigned lessandro Cozzi, as "Chief Executive fficer", and Stefano Pasotto, as "Executive fficer for Financial Reporting", of the company " iit S.p. ." declare, in consideration of Article 154 bis, paragraphs 3 and 4, of Legislative Decree No. 58 of February 24, 1998:
    • ‐ the adequacy considering the company's characteristics and
    • ‐ the effective application of the administrative and accounting procedures for the condensed consolidated half-year financial statements at June 30, 2024.
  • 2. It is also declared that:
    • 2.1 the Consolidated Financial Statements:
      • a) were prepared in accordance with international accounting standards, endorsed by the European Union pursuant to EU regulation No. 1606/2002 of the European Parliament and Council, of July 19, 2002;
      • b) correspond to the underlying accounting documents and records;
      • c) provide a true and fair view of the financial position, balance sheet and operating results of the issuer and of the companies included in the consolidation;
    • 2.2. the Directors' Report at June 30, 2024 includes a reliable analysis of the significant events that occurred during the year and their impact on the condensed consolidated half-year financial statements, as well as the situation of the issuer and all the companies included in the consolidation, together with a description of the main risks and uncertainties to which they are exposed.

Milan, August 1, 2024

ALESSANDRO COZZI STEFANO PASOTTO Chief Executive Officer Executive Officer for Financial Reporting

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