Growens S.p.A.

Focus on acceleration of future growth and development of BEE

Highlights:

• Deal perimeter: MailUp, Contactlab, Acumbamail, MailUp Nordics and Globase
• Call of the general shareholders’ meeting, ordinary and extraordinary session, to approve the transaction and subsequent amendments to the By-Laws, on 9 March 2023
• Right of withdrawal at 4.39 Euro per share
• Closing: tentatively within June 2023

Highlights:

Strategic Rationale:

• Derisking of Group position in mature business
• Consistent cash-in
• Focus on development of BEE
• Provide return to stakeholders
• Fundamental change of business under EGM Regulations for Companies

Deal Consideration:

• Sale of
  • MailUp business (carve-out from Growens)
  • 100% of Contactlab S.p.A.
  • 100% of Acumbamail S.L.
  • 100% of MailUp Nordics/Globase
• Euro 70 million total gross consideration (subject to closing adj)

Key Milestones:

• Signing February 2, 2023
• GSM March 9, 2023
• Closing by end of June 2023
• Conditions precedent:
  • carve-out of MailUp business from Growens
  • GSM ordinary/extraordinary
  • Golden Power and Antitrust greenlight

Highlights:

• as per the SaaS (Software as a Service) business line, an ARR of 29.8M EUR as of December
  2022, including Contactlab’s recurring revenues, growing 28.6% vs the same data of 2021 (or
  14.5% organic)
• as per the CPaaS (Communication Platform as a Service) business line, gross sales growing 21.3%
  in Q4 2022 at 16.2M EUR, vs 13.4M EUR in Q4 2021 and a FY 2022 preliminary sales figure at
  64.9; EUR, growing 41.6% over FY 2021

Highlights:

Innovation:

• Fast-growing industry: Technology / cloud software / marketing technology (SAAS)
• From messaging (Email, SMS) to mobile content creation and omni-channel predictive marketing automation

Growth:

• Revenues 3y CAGR +21%
  • +51% FY 2019 (organic +46%)
  • +7% FY 2020 (organic)
  • +9% FY 2021 (organic)
  • +40% 1H 2022 (organic +35%)
• 6 acquisitions in 8 years

Global Expansion:

• International revenues from 10% to 64% since IPO
• Serving ca. 26.000 B2B clients (+650,000 free users) in 115+ countries
• 450+ employees in 3 continents

Highlights:

• Growens today announces an update to the Datatrics Customer Data Platform, the AI- powered predictive marketing platform developed by the Business Unit of the same name, thanks to the introduction of two new features: Audience 2.0 and Touchpoint Builder
• Established in the Netherlands and acquired by Growens in 2018, Datatrics has completely updated the core software for its Customer Data Platform (CDP) with Audience 2.0.
• By taking advantage of advanced Artificial Intelligence technology in a simple and intuitive way, e-commerce players can now have a better and more complete picture of their customers, as well as easily create segments generated by the Audience algorithm based on the buyer phase a customer is in and their preferred persuasion method

This is an executive summary on Italy-based technology company Growens from CEO Nazzareno Gorni and Executive Director Micaela Capelli, who will run you through Growens’ slide deck.