“Reverse take-over” transaction through merger by incorporation of Seeweb Holding into DHH: execution of the relevant merger deed

Milan, 15 October 2020. DHH S.p.A. (“DHH”) (DHH.MI | WDHH21.MI) (ISIN shares IT0005203622 | ISIN warrants IT0005203689), the cloud computing provider of Southeast Europe, announces that today the notarial merger deed relating to the merger by incorporation of Seeweb Holding S.r.l. (“Seeweb Holding”) into DHH (the “Merger”), was entered into pursuant to Article 2504 of the Italian Civil Code. In this respect it is recalled and represented that: - the Merger, as described in the information document published by DHH on 21 May 2020, constitutes (i) a “reverse take-over” pursuant to Article 14 of the AIM Italia Issuers Regulation and Article 18 of DHH’s bylaws, as well as (ii) a “significant transaction” under the procedure relating to transactions with related parties adopted by the Company on 24 June 2016; - the Merger and the relevant merger plan (the “Merger Plan”) were approved by the Shareholders’ Meeting of DHH (in ordinary and extraordinary session), as well as by the Shareholders’ Meeting of Seeweb Holding, on 30 June 2020; - the minutes of the mentioned Shareholders’ Meetings were recorded at the Companies’ Register of Milano Monza-Brianza Lodi (as far as DHH is concerned) and of Frosinone (as far as Seeweb Holding is concerned) on 3 July and 10 July 2020 respectively; - the 60-day period for creditors’ objection, as provided for by Article 2503 of the Italian Civil Code, expired on 9 October 2020, without any creditor having raised such objection. Further to the above and following execution of the relevant merger deed on today’s date, the Merger will be effective for statutory purposes starting from (i) 11:59 p.m. of 31 October 2020, or (ii) if occurred later, the date in which the recordings of the merger deed at the competent Companies’ Registers have been duly completed, as per Article 2504-bis of the Italian Civil Code (the “Effective Date”). ...