PRESS RELEASE
pursuant to Article 84 -
bis of Consob Regulation No. 11971/1999 and Article 114 of Legislative Decree No. 58 of 24 February 1998
The Board of Directors of Digital Bros S.p.A.
approves the proposal for the new
2026
-
2032
Phantom Share Plan
The Board of Directors resolv es
to submit
the 2026
– 2032 Phantom Share Plan , a new l ong term incentive plan, for the Shareholders' Meeting approval.
The Board of Directors also approve s the Guidelines to Shareholders on the size and composition of the new Board of Directors in light of the renewal of the Company's corporate bodies.
Milan,
J uly
20 th
,
2026
– The Board of Directors of Digital Bros S.p.A. (DIB :MI
), a
video game
company listed on Euronext STAR Milan (ISIN: IT0001469995) and
part of
the FTSE Italia Small
Cap Index,
today approved,
a proposal for the adoption of a new long -
term incentive plan, the
2026
– 2032 Phantom Share Plan (the "Plan"), upon the proposal of the Remuneration Committee and with the favourable opinion of the Board of Statutory Auditors, to be submitted for approval to the Ordinary Shareholders' Meeting to be held on October 27 , 2026.
The Plan is designed to align the interests of its beneficiaries with those of the Company's
shareholders
, promoting sustainable long -
term value creation and strengthening the retention
and long
-
term commitment of the Company's key personnel. It will replace and complement the
existing incentive
schemes
,
in particular
the 2016
– 2026 Stock Option Plan , now expired,
and the
LTI Plan,
nearly completed
.
The Plan is intended for the Company's Executive Directors and selected employees and collaborators holding key positions within the Group. The Executive Directors who are beneficiaries of the Plan are:
• Abramo Galante, Chief Executive Officer and Chairman of the Board of Directors;
• Raffaele Galante, Chief Executive Officer;
• Stefano Salbe, Chief Financial Officer, Manager in Charge of Financial Reporting and Investor Relations Manager;
• Dario Treves, General Counsel.
The remaining beneficiaries and the number of options to be granted to each beneficiary will be determined by the Board of Directors following approval of the Plan by the Ordinary Shareholders' Meeting.
The Plan provides for the free grant of a variable number of options to each beneficiary, up to an aggregate maximum of no.
700,000 options.
The Plan will not
create
any shareholder dilution, as it does not provide for the grant of shares or other financial instruments.
B eneficiaries will be entitled exclusively to a cash -
settled incentive
award.
The cash award will be calculated on
the difference
, if positive, between the applicable exercise price and the individual grant price, multiplied by the number of the o ptions exercised.
The individual grant price will be reduced by the amount of any dividends distributed by the Company after the relevant grant date.
The o
ptions will vest in three two -
year tranches, subject to the achievement of the performance conditions (gate) set out in the Plan and the beneficiary's continued relationship with the Company.
The Plan provides that the majority of the options will vest after
five
year
s , in line with the recommendations of the Corporate Governance Code.
The maximum number of options exercisable during each vesting period will be subject to a cap based on the
total
remuneration of the beneficiary for the relevant two -
year period.
The o
ptions
granted under the Plan are personal and may not be transferred
inter vivos
. The Plan also includes malus and clawback provisions.
Further information is available in the Plan Rules and in the Information Document prepared pursuant to Article 114 -
bis of Legislative Decree No. 58 of 24 February 1998, as amended, and Article 84 -
bis of the Consob Issuers' Regulation.
The documentation
is available on the Company's website
under the
“Governance/Remuneration”
section
and through
the authorised storage mechanism 1Info .
OTHER RESOLUTIONS
The Board of Directors also approved the Guidelines to Shareholders on the Size and Composition of the New Board of Directors in view of the Ordinary Shareholders' Meeting scheduled for 27 October 2026, which will
also
be
convened
to approve the financial statements for the
fiscal
year ended June 30 , 2026 and to appoint the new corporate bodies.
The relevant documentation will be made available to the public on the Company's website, under the “
Governance /
Shareholders' Meetings
” section, and through the authorised storage mechanism 1Info, in accordance with applicable laws and regulations.
Th e press release is available on the websites
www.digitalbros.com
and
www.1info.it
.
DIGITAL BROS GROUP
Listed on the Euronext STAR Milan, Digital Bros Group is a global company that has been operating since 1989 as a developer, publisher and distributor of video games through its brand 505 Games.
Digital Bros Group is active around the world through its own direct operations in Italy, United States, UK, Czech Republic, China, Japan and
Australia
with
28 0
employees
.
For further information please contact:
Digital Bros S.p.A.
Stefano Salbe
-