26 January 2026

Integration of the Base Digitale Group into the Sesa Group completed

SESA ACQUIRES 7.14% OF THE SHARE CAPITAL OF BASE DIGITALE GROUP FROM MANAGING PARTNERS MARCO AND LEONARDO BASSILICHI, REACHING 100% OWNERSHIP AND STRENGTHENING STRATEGIC AND LONG-TERM ALIGNMENT WITH BASE DIGITALE GROUP’S MANAGEMENT

THE TRANSACTION, FOR A CONSIDERATION OF EU 5.5 MILLION, WILL BE COMPLETED THROUGH A SHARE SWAP INVOLVING SESA SHARES, WITH A THREE-YEAR LOCK-UP, ALREADY HELD IN PORTFOLIO FOLLOWING SESA’S RECENT SHARE BUY-BACK PROGRAM

Empoli (FI), January 26, 2026

Sesa (“SESA” – SES.MI), leading player in the Digital Technology, Consulting, and Vertical Application sectors for enterprises and organizations, listed on the Euronext STAR segment of Borsa Italiana, announces that, as of today, it has executed a binding agreement for the acquisition of 7.14% of the share capital of Base Digitale Group, held by Managing Partners Marco and Leonardo Bassilichi, as a result reaching 100% ownership of the company.

Under the terms of the agreement, Leonardo Bassilichi, CEO and Managing Partner of Base Digitale Group, and Marco Bassilichi, Vice Chairman and Managing Partner of Base Digitale Group, have entered into a lock-up commitment on the SESA shares received in exchange for a period of three years, with the exception of transfers to wholly owned companies, provided that such companies assume the lock-up obligations, as well as to SESA’s parent company, ITH S.p.A.. This commitment further confirms the strong strategic alignment and long-term commitment of the Management team within the Sesa Group’s growth path.

Base Digitale Group, established in February 2020 as a new business sector of the SESA Group following the business combination between SESA and the entrepreneurial initiative of Marco and Leonardo Bassilichi, is a leading operator in Italy in the Digital Platforms, Vertical Applications and Business Services segment for the financial services sector. The Group is expected to record revenues of approximately Euro 180 million, with around 1,000 employees and over 500 customers in the financial year ending April 30, 2026, and aims to reach Euro 200 million in revenues in the financial year ending April 30, 2027.

The transaction is part of SESA’s long-term industrial growth strategy, aimed at strengthening its distinctive capabilities in digital platforms, vertical applications and consulting, in support of the digital transformation of enterprises and organizations.

The transaction provides for a total consideration of Euro 5,530 million, to be settled through a share swap involving SESA shares, for a total of 60,438 shares, valued at Euro 91.5 per share, calculated on the basis of the arithmetic average of the official prices recorded during the 20 trading days preceding the execution of the agreement. The treasury shares used for the purposes of the transaction are already held by SESA following the share buy-back carried out in recent months. The valuation of Base Digitale Group is consistent with the criteria generally adopted by SESA (Enterprise Value determined on the basis of a 5x EBITDA multiple).

Considering that Marco Bassilichi is a member of the Board of Directors of ITH S.p.A., the controlling company of SESA, and that Leonardo Bassilichi is a Manager with Strategic Responsibilities, the transaction qualifies as a Related Party Transaction of Minor Relevance pursuant to the Procedure for Related Party Transactions adopted by SESA and the applicable regulations. Prior to the execution of the agreement, the favourable opinion of SESA’s Related Party Transactions Committee was obtained. The completion of the transaction is expected to occur within five days of the execution of the agreement.

The acquisition of 100% of Base Digitale Group completes a path of strong industrial growth: since its establishment in 2020, Base Digitale Group’s revenues have increased from Euro 40 million to approximately Euro 180 million, confirming the effectiveness of the strategy and its distinctive positioning in the digital platforms market for the financial services industry, which is experiencing growing demand for digitalization. We thank all the people of Base Digitale Group and the managing partners Leonardo and Marco Bassilichi for their extraordinary contribution, with whom we share a common business vision and the objective of continuing our long-term growth and value creation journey”, said Alessandro Fabbroni, CEO of SESA.

This transaction marks the beginning of a new phase in an entrepreneurial journey that has seen us grow together with SESA continuously from 2020 to today, bringing Base Digitale Group to become one of the leading players in the financial services market, characterized by strong evolution and increasing demand for digital transformation. By becoming long-term shareholders of SESA, we will continue managing Base Digitale Group within the SESA Group, further strengthening its growth path, market leadership, and opportunities for our people and clients”, commented Leonardo Bassilichi, CEO of Base Digitale Group, and Marco Bassilichi, Vice Chairman of Base Digitale Group.

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