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Wiit M&A Activity 2020

Sep 21, 2020

4197_ip_2020-09-21_34750825-3ced-4e6d-897d-c22286f9a462.pdf

M&A Activity

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WIIT – Acquisition of myLoc in Germany

WIIT enters the largest European cloud market and increases EPS

Milan, September 2020

Disclaimer

This document has been prepared by Wiit S.p.A. (the "Company") for information and discussion purposes only, it contains only summary information and, therefore, it is preliminary in nature. Furthermore it has been drafted without claiming to be exhaustive.

This presentation ("Presentation") is confidential and, as such, has not been prepared with a view to public disclosure and, except with the prior written consent of the Company, it cannot be used by the recipient for any purpose nor can it be disclosed, copied, recorded, transmitted, further distributed to any other person or published, in whole or in part, by any medium or in any form for any purpose. Therefore, the recipient undertakes vis-à-vis the Company (i) to keep secret any information of whatever nature relating to the Company and its affiliates including, without limitation, the fact that the information has been provided ("Information"), (ii) not to disclose any Information to anyone, (iii) not to make or allow any public announcements or communications concerning the Information and (iv) to use reasonable endeavors to ensure that Information are protected against unauthorized access.

This document is not an advertisement and in no way constitutes a proposal to execute a contract, an offer or invitation to purchase, subscribe or sell for any securities and neither it or any part of it shall form the basis of or be relied upon in connection with any contract or commitment or investments decision whatsoever. The Company has not prepared and will not prepare any prospectus for the purpose of the initial public offering of securities. Any decision to purchase, subscribe or sell for securities will have to be made independently of this Presentation. Therefore, nothing in this Presentation shall create any binding obligation or liability on the Company and its affiliates and any of their advisors or representatives.

This Presentation does not constitute an offer to the public in Italy of financial products, as defined under article 1, paragraph 1, letter (t) of legislative decree no. 58 of 24 February 1998, as amended. This Presentation is not for distribution in, nor does it constitute an offer of securities for sale in the United States of America, Canada, Australia, Japan or any jurisdiction where such distribution is unlawful, (as such term is defined in Regulation S under the United States Securities Act of 1933, as amended (the "Securities Act"). Neither this Presentation nor any copy of it may be taken or transmitted into the United States of America, its territories or possessions, or distributed, directly or indirectly, in the United States of America, its territories or possessions or to any US person. Any failure to comply with this restriction may constitute a violation of United States securities laws.

No representation or warranty, express or implied, is or will be given by the Company as to the accuracy, completeness or fairness of any information contained in these materials and, so far as is permitted by law and except in the case of fraud by the party concerned, no responsibility or liability whatsoever is accepted for the accuracy or sufficiency thereof or for errors, omissions or misstatements, negligent or otherwise, relating thereto. In particular, but without limitation, no representation or warranty, express or implied, is or will be given as to the achievement or reasonableness of, and no reliance may be placed for any purpose on the accuracy or completeness of, any estimates, targets, projections or forecasts and nothing in these materials should be relied upon as a promise or representation as to the future.

The information and opinions contained in this document are provided as at the date hereof and are subject to change without notice. The recipient will be solely responsible for conducting its own assessment of the information set out in the Presentation. Neither the Company and its affiliates, nor any of their advisors or representatives shall be obliged to furnish or to update any information or to notify or to correct any inaccuracies in any information. Neither the Company and its affiliates, nor any of their advisors or representatives shall have any liability to the recipient or to any of its representatives as a result of the use of or reliance upon the information contained in this document.

Certain information contained in this Presentation may contain forward-looking statements which involve risks and uncertainties and are subject to change. In some cases, these forward-looking statements can be identified by the use of words such as "believe", "anticipate", "estimate", "target", "potential", "expect", "intend", "predict", "project", "could", "should", "may", "will", "plan", "aim", "seek" and similar expressions. The forecasts and forward-looking statements included in this document are necessarily based upon a number of assumptions and estimates that are inherently subject to significant business, operational, economic and competitive uncertainties and contingencies as well as assumptions with respect to future business decisions that are subject to change. By their nature, forward-looking statements involve known and unknown risks and uncertainties, because they relate to events, and depend on circumstances, that may or may not occur in the future. Furthermore, actual results may differ materially from those contained in any forward-looking statement due to a number of significant risks and future events which are outside of the Company's control and cannot be estimated in advance, such as the future economic environment and the actions of competitors and others involved on the market. These forward-looking statements speak only as at the date of this Presentation. The Company cautions you that forward looking-statements are not guarantees of future performance and that its actual financial position, business strategy, plans and objectives of management for future operations may differ materially from those made in or suggested by the forward-looking statements contained in this Presentation. In addition, even if the Company's financial position, business strategy, plans and objectives of management for future operations are consistent with the forward-looking statements contained in this Presentation, those results or developments may not be indicative of results or developments in future periods. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

By accepting this Presentation, you acknowledge and agree to be bound by the foregoing terms, conditions, limitations and restrictions.

myLoc managed IT AG at a glance

(1) Calculated as Net OpFCF/EBITDA (net is calculated subtracting Capex & Leasings). (2) Year-on-year growth of 2019 total revenues vs 2018 total revenues (3) Calculated as Gross OpFCF – Capex&Leasings

Established in 1999, Düsseldorf-based myLoc managed IT AG develops Colocation, Private&Public Cloud and Managed hosting services

  • Strong regional market position in mid-west Germany
  • Focused on premium managed IT infrastructure solutions

>70 employees

Milestone on WIIT's path for FUTURE GROWTH

Germany was/is the main priority!

WIIT's M&A STRATEGY

Acquisitions in Italy
1.
to increase Wiit's
market share and
gain synergies
(example: data
centres)
Strategic acquisitions to enter more effectively in foreign
1.
markets leveraging on:
• a local established brand
• a native salesforce with relationships with local clients,
knowledge of local market and datacenter in the country
Cost savings mainly achievable thanks to the centralization of
2.
operations in Italy. Two examples:
Profile
Integration risks
Synergies
I. Cloud players with a business model
cost synergies
lower (same
comparable to Wiit and multiannual
business
contracts schemes
model)
II. IT players which can be considered
cost synergies +
medium
part of the current Wiit Value Chain
revenuesynergies
(for instance Datacenter, Cloud laaS),
(up-selling)
have a client base suitable to an up-
selling
strategy
and
possibly
multiannual contracts
Italy Europe (FR, DE)
External Growth

Excellent fit for WIIT's M&A STRATEGY

Acquisitions in Italy
1.
to increase Wiit's
market share and
gain synergies
(example: data
centres)
Strategic acquisitions to enter more effectively in foreign
1.
markets leveraging on:
• a local established brand
$\cdot$ a native salesforce with relationships with local clients,
knowledge of local market and datacenter in the country
Cost savings mainly achievable thanks to the centralization of
2.
operations in Italy. Two examples:
Profile
Integration risks
Synergies
I. Cloud players with a business model
cost synergies
lower (same
comparable to Wiit and multiannual
business
contracts schemes
model)
II. IT players which can be considered
cost synergies +
medium
part of the current Wilt Value Chain
revenuesynergies
(for instance Datacenter, Cloud laaS),
(up-sellina)
have a client base suitable to an up-
strateav
selling
and
possibly
multiannual contracts
Italy Europe (FR, DE)
External Growth

1. myLoc is a highly strategic acquisition for WIIT entering the attractive and growing German market:

  • ü Strategically located in Düsseldorf, providing access to Germany's core commercial regions as well as a bridgehead into the Benelux countries
  • ü A native sales force with relationships with local clients + Experienced and committed young local management team
  • ü Own data centre featuring cutting-edge technology + One-stop-shop solution provider for mission-critical cloud services
  • ü A platform for further consolidation of German market
  • ü Strong cash flow thanks to a high share of recurring revenues
  • 2. Low integration risk profile with tangible revenue synergies opportunity through premium cloud services up-selling potential
Profile
Similar
cloud
player
with
multiannual
contracts
Synergies
Tangible synergies
opportunities
Integration
risks
Low

Transaction is expected to positively contribute to WIIT's financials and provide significant boost to its earnings generation

Source of WIIT Revenue and EBITDA forecasts: Average of Analysts Consensus for 2020-21 (source: Banca IMI, Intermonte SIM and Midcap LCM, May 2020) + myLoc Management's plan

Transaction to be completely financed by debt, expected to deleverage in the coming years thanks to strong cash flow profile of the combined business

Note: Assuming capital structure at June 2020 remains constant going forward. (1) Including value of treasury shares (temporary estimated140€ * 127.656 shares=17,9M)

WIIT TAKES YOUR BUSINESS ABOVE THE CLOUDS

[email protected] wiit.cloud