ITWAY: SIGNED THE AGREEMENT WITH MERCATORIA S.P.A., THE GROUP’S MAIN CREDITOR,

IN EXECUTION OF THE RECOVERY PLAN

Milan, December 30^th, 2020 – Itway S.p.A. (“Itway” or the “Company“), the parent company active in the IT, Cyber Security, AI and Big Data sector, listed on the MTA, organized and managed by Borsa Italiana S.p.A., announces that it has signed today an agreement (the “Itway-Mercatoria Agreement“) in execution of a recovery plan drawn up pursuant to art. 67, paragraph 3, lit. d) of R.D. 267/1942 (“L.F.”) with Mercatoria S.p.A. (“Mercatoria“), the Group’s main creditor (holder of a credit of Euro 5.4 million) which represents 75% of the Parent Company’s financial debt.

The Itway – Mercatoria Agreement, defined on the basis of the 2020-2023 Business and Financial Plan (the “Plan”), approved by the Board of Directors on 14 September 2020 and subsequently integrated and updated together with the related financial maneuver, provides, among the other things, for the substantial reduction of Itway’s financial debt (and its Net Financial Position).

The Plan, which has received the attestation pursuant to art. 67, paragraph 3, lit. d) L.F. (the “Attestation”) by an independent expert on 5 October 2020, subsequently integrated and updated on 29 December 2020, confirms the veracity of the company data and its feasibility, as well as its suitability to pursue the objectives of recovery and rebalancing of Itway’s financial and financial situation.

“We are pleased to have reached this significant transaction with Mercatoria”, comments G. Andrea Farina, President and CEO of Itway “our main creditor, which represents for us an important goal that allows us to look to the future with greater serenity having our debt under control and thus ensuring greater capital stability for the Group. The extraordinary finance operations in which the Group is committed and this agreement, make us even stronger and more competitive on the market. We are now ready to continue with greater strength the development strategies provided by our Business Plan focusing with better tenacity and continuity on the growth of the Group in the areas in which we are present and are growing”.

The Itway – Mercatoria Agreement provides, inter alia, for a debt reduction of 67% with a payment in 36 monthly instalments starting from June 2020, and a further debt reduction is expected to be 62% in case of early repayment as of December 31, 2021. Itway has committed itself to compliance with certain financial parameters both on a quarterly and on an annual basis and has granted Mercatoria a “call” option on 390,000 shares of its own at the two-year Euro 1 strike price, starting on January 1, 2023.

Among other things, the Plan provides for:

1. the repayment of approximately 100 thousand euros per month of financial debt to Mercatoria by the deadline of 30 May 2023;
2. the repayment of the remaining financial debt by the deadline of 31 December 2021, as provided in the re-financing agreements under negotiations;
3. payment of overdue commercial debts of approximately 2 million Euros;
4. the issue of the Convertible Bond up to Euro 5.5 million decided by Itway’s extraordinary shareholders’ meeting on 30 October 2020, reserved for the Swiss investor Nice & Green SA (“N&G“) .

These points represent the essential elements of the Plan, for the period 2020 – 2023, aimed to develope the Itway Group business that will focus: 1) on the consolidation of the VAD Business Unit in Greece and Turkey; 2) on the enhancement and development of cybersecurity, safety and data science business units and 3) on the support of the working capital through the issues of convertible bonds towards the institutional investor N&G.

Under the Itway-Mercatoria Agreement, the Company’s failure to pay 2 installments, even non-consecutive installments, could result in the termination of the contract.

The transaction, led by the Company’s management, was assisted for Itway by Lawyers Daniele Caneva and Simone D’Eramo of EY Tax Law Firm (for legal aspects), by Dr. Maurizio Di Costanzo of STUDIO ANTONELLI & PARTNERS (Financial Advisor), by Dr. Enrico Lombardo of PROFORLEX – STUDIO MULTIPROFESSIONALE ASSOCIATO(attestation report). Mercatoria was assisted, for legal aspects, by GIANNI & ORIGONI law firm.

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This press release is available at the headquarters and on the Company’s website at www.itway.com, at the Italian Stock Exchange and at the centralized authorized storage mechanism called “Emarket Storage” managed by Spafid Connect SpA, and can be consulted at ‘address www.emarketstorage.com

Founded in Ravenna on 4 July 1996, Itway S.p.A. is the head of a group that operates in the IT sector for the design, production and distribution of technologies and solutions in the cybersecurity, artificial intelligence (AI) cloud computing and big data sectors. For over 25 years, the group has been the reference point in the field of Digital Transformation solutions and services. Itway has been listed on the Italian Stock Exchange since 2001.