Information
Regulated Notice no.
20296-10-2026Date/Time of Dissemination Start July 6, 2026 21:35:05Euronext Growth Milan
Company:EXECUS
User - contact person:EXECUSN04 - Andrea Stecconi
Type:2.2
Date/Time of Receipt:July 6, 2026 21:35:05 Date/Time of Dissemination Start:July 6, 2026 21:35:05 Subject:Execus S.p.A. - Board of Directors approves the proposal for a resolution on a reserved capital increase for the consolidation of 100% of Adasta and Differens. Payment of €405K made to Adasta shareholders following the exercise of the PUT option Press release text
See attachment
EXECUS S.P.A.: BOARD OF DIRECTORS APPROVES PROPOSAL FOR RESOLUTION ON PAID-IN CAPITAL INCREASE RESERVED FOR CONSOLIDATION OF 100% OF ADASTA MEDIA AND DIFFERENS. PAYMENT TO ADASTA SHAREHOLDERS OF EURO 405,279.12 MADE • Approved the paid-in capital increase, with exclusion of preemptive rights, divided into two tranches for a total of Euro 1,346,987.36 (including premium). • Payment in cash in favor of Adasta shareholders of Euro 405,279.12 made today as fulfillment of the payment obligation arising from the exercise of the Adasta option. • The operations are aimed at fulfilling the purchase obligations for the remaining 49% of the target companies Adasta Media S.r.l. and Differens S.r.l.. • Issue price set at Euro 1.22 per share, based on the agreements made on December 14, 2023, higher than net asset value per share. • Favorable opinion of the Board of Statutory Auditors issued on July 6, 2026, and appraisals by independent expert Dr. Ciccolini issued. Milan, July 6, 2026 Execus S.p.A. ("Execus" or the "Company" or the "Issuer") Innovative SME listed on Euronext Growth Milan of Borsa Italiana S.p.A., heading the group of the same name ("Group" or "Execus Group") operating in the MarTech sector, announces that the Board of Directors, which met today at a notary's office, has approved, in partial execution of the delegation granted to the Board of Directors by the Extraordinary Shareholders' Meeting of December 14, 2023 pursuant to art. 2443 of the Italian Civil Code, a paid-in capital increase, divided into two inseparable tranches, with exclusion of preemptive rights pursuant to art. 2441, paragraphs 4 and 6, of the Italian Civil Code. The operation follows the exercise of put options by the minority shareholders of Adasta Media S.r.l. ("Adasta") (on June 24, 2026) and Differens S.r.l. ("Differens") (on June 30, 2026), in execution of the framework agreements and private governance agreements signed on December 14, 2023. As a result of these exercises, Execus will acquire full control (100%) of both target companies. The capital increase will be structured in two distinct tranches to be subscribed by November 30, 2026: 1. Adasta Tranche: issuance of n. 332,196 new ordinary Execus shares, for a total consideration of Euro 405,279.12 (including premium), to be paid by in-kind contribution of 24.50% of Adasta's capital by shareholders Simone Chizzali and Filippo Marchio Semiglia, who will be allocated n. 239,995 and n. 92,201 new Execus shares respectively, which, together with the cash payment of Euro 405,279.12 – made today – for the further 24.50% of Adasta's capital, will allow Execus to achieve full ownership of Adasta. 2. Differens Tranche: issuance of n. 771,892 new ordinary Execus shares, for a total consideration of Euro 941,708.24 (including premium), to be paid by in-kind contribution of 49.00% of Differens' capital by shareholders Andrea Rosini and Mariagrazia Abbruzzese, who will be allocated n. 393,822 and n. 378,070 new Execus shares respectively, as a result of which Execus will achieve full ownership of Differens. Therefore, upon completion of the subscriptions of the aforementioned capital increases relating to the Adasta and Differens operations, a total of n. 1,104,088 new ordinary shares will be issued, representing 12.63% of the post-
issuance of shares related to the Stock Grant Plan as per the press release of July 2nd last and shares related to the Adasta and Differens transactions (of which 3.80% of the share capital is represented by new Adasta ordinary shares and 8.83% by new Differens ordinary shares). The issue price of the new Execus shares was set at Euro 1.22 per share (of which Euro 0.03522 to be allocated to nominal value and the rest to premium). This value faithfully reflects the criterion defined in the Framework Agreements and was calculated based on the weighted average of Execus’ stock market value for the 3 months preceding the exercise of the options. The directors highlight that this price is significantly higher than the net asset value per share resulting from the last financial statements approved as of December 31, 2025 (equal to Euro 0.73). The newly issued shares will have regular enjoyment. It is noted that, on July 6, 2026, the Company's Board of Statutory Auditors issued its favorable opinion on the appropriateness of the share issue price pursuant to art. 2441, paragraph 6, of the Italian Civil Code. Furthermore, pursuant to and for the effects of art. 2343-ter of the Italian Civil Code, the independent expert Dr. Ciccolini prepared and filed the appraisals and valuation reports relating to the contributions in kind of the stakes in Adasta and Differens, attesting that the value of the contributed assets is not less than the issue price of the shares with which they were respectively paid. It is specified that the execution of the capital increase resolution, and consequently the subscriptions and related contributions, are subject, pursuant to and for the effects of art. 1353 of the Italian Civil Code, to the suspensive condition constituted alternatively by: (i) the non-exercise, within thirty days of the registration of the capital increase resolution in the companies register, by one or more shareholders representing at least one-twentieth of the share capital – as it stood before the increase – of the right to request a new valuation pursuant to art. 2443, last paragraph, of the Italian Civil Code; or (ii), in the event that such request is made in a timely manner, by the filing of the new appraisal prepared by the expert appointed pursuant to art. 2343 of the Italian Civil Code, confirming that the values of the stakes in the capital of Adasta Media S.r.l. and Differens S.r.l., contributed as part of the capital increase subscription, are not less than Euro 405,279.12 and Euro 941,708.24, respectively. Upon fulfillment of the suspensive condition, the effectiveness of the subscriptions will commence from the day of such fulfillment, with express exclusion of retroactive effect, in compliance with art. 2436, fifth paragraph, of the Italian Civil Code. The final deadline for the fulfillment of the condition is set at November 30, 2026, in accordance with art. 2439, paragraph 2, of the Italian Civil Code and in compliance with art. 2440, fourth paragraph, of the Italian Civil Code. Following the execution of the Capital Increase and its registration with the competent Companies Register, the Company will communicate the new composition of the Issuer's share capital. In the Execus acquisition, it was assisted for the notarial activities functional to the extraordinary transaction by Notary Amedeo Venditti of Studio Notarile Prinetti Venditti e Associati, as well as by Maviglia & Partners Studio Legale Associato, as legal advisor, represented by Ms. Gaia Sanzarello (Equity Partner). The documentation relating to the transaction, including the Directors' Explanatory Report, the opinion of the Board of Statutory Auditors, and the reports of the independent expert, will be made available to the public in the terms and modalities provided for by current regulations. ***** This press release is available in the Investor Relations/Financial Press Releases section of the website www.execus.com. Execus SpA, at the head of the homonymous group (the "Group") composed of the issuer and the Italian companies Adasta Media S.r.l. (51% controlled), Differens S.r.l. (51% controlled), ZCA Digital S.r.l. (51% controlled), and Vanilla Marketing S.r.l. (51% controlled), is an innovative SME active in the MarTech and SalesTech sector, specializing in the creation of technological and digital solutions aimed at the commercial development of professionals, SMEs, and large corporations. Since its listing on Euronext Growth Milan in August 2023, Execus has evolved its business model: from a company essentially focused on the social selling sector to an integrated group active across complementary and synergistic areas, whose distribution is now entrusted to its own sales network, coordinated, centrally managed, and with consolidated experience. Thanks to an approach strongly focused on artificial intelligence and automation, Execus integrates lead generation, lead management, organic positioning (SEO), advertising campaigns (ADV), social selling, programmatic advertising, and the design of advanced ecosystems, such as websites and e-commerce platforms. Execus's offering is designed to support SMEs, large corporations, and freelancers through a structured funnel that, starting from awareness, leads to determining the measurable impact of the actions taken, with the ultimate goal of increasing the value of the customer portfolio over time, reducing acquisition costs and increasing operational efficiency. Execus therefore presents itself as a highly specialized player in the convergence of marketing, technology, and performance, in a rapidly evolving market where the digitalization of commercial processes represents an increasingly decisive competitive factor. The ISIN code for Ordinary Shares is IT0005557530, while the ISIN code for Warrants is IT0005557498. For further information: Execus S.p.A. Investor Relator Dr. Andrea Bonabello andrea.bonabello@execus.com Tel: +39 02 86882907 Mit SIM S.p.A. Euronext Growth Advisor Dr. Francesca Martino francesca.martino@mitsim.it Tel: +39 02 30561270 Banca Finnat Euramerica S.p.A. Specialist Dr. Massimo Catalani Corporate Broker Dr. Massimo Daniele istituzionali@finnat.it Tel: +39 06 69933 417 Websim - Intermonte S.p.A. Corporate Broker Dr. Francesco Maiocchi francesco.maiocchi@intermonte.it Tel: +02 77115 260 Trendiest Media Press Agency Dr. Paolo Brambilla paolo@trendiest.it
End of Press Release n.20296-10-2026 Number of Pages: 5