COMPANY PROFILEJanuary 2019

Summary

CORPORATE OVERVIEW

IT Market and DV position

Financial Highlights

Financial Securities

Annex

2

Digital Value: overview

• Digital Value is one of the leading player of Italian Information Technology (“IT”) market,resulting from the merger of two major companies operating in Technology and ServiceSolutions Industry (Italware S.r.l. and ITD Solutions S.p.A.)

• Major System Integrator of the Italian Market with an annual turnover of euro280 million, over250 people, provider IT services and solutions for the digital transformation of main Italia LargeAccount Sectors (Utilities, Telecom, Public Administration, Finance)

• Sustainable and continuous growth in revenues and market share over last years (last 5 yearsCAGR over 10% in revenues and profitability)

• Company Listed on the Italian Stock Exchange since November 2018, with a marketcapitalization over eu 100 million

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• The IT market for the Large Account sector (Top Clients, companies with over 500 employees)has the largest expected growth rate in the market over the next three-year period (>5%*) andaccounts for 53% of the total Italian IT market.

• Within the Large Account sector, Digital Value focuses on those industrial sectors with thelargest IT spending requiring skills and integration services (Technologies, IT Services andSolutions).

• Thanks to its position and consolidated relationships with the major Vendors of IT, Digital Valueis oriented to face IT market evolution and main trends of innovation, operating as referenceplayer of IT in Italy

Digital Value: reference player for IT in Italy

* Fonte: Sirmi

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Digital…Value Chain

EXECUTION AND IMPLEMENTATION

PROVISION OF MANAGEMENT

SYSTEMS

MEASUREMENT OF

KPIS

THE BEST

POSSIBLE

SOLUTIONPROJECT AND

DESIGN

COMPARISON OF POSSIBILE SOLUTIONS

ANALYSIS OF CLIENT NEEDS

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Specific client information and business needs are collected, analysingboth explicit and implicit client needs. This is carried out independentlyfrom the technology to be used.

Analysis of applicable solutions, examining both market andcustom-based solutions, created or personalised with thehelp of internal design skills.

Planning of the best possible solutions,irrespectively of specific technologies.

Solution implementation phase, to be followed bytest procedures and project release.

Beginning of the following activities: constantmonitoring of possible malfunctions; ordinarymaintenance of the solution; resolution ofpossible procedural errors; implementation ofimprovements and updates.

Evaluation factors are made available.

Digital Value: main market sectors covered

❑ TELECOMMUNICATION & MEDIA

▪ Great expertise and relevant market share with skilled and dedicated teams of people focused onintelligence netwoking and infrastructure

▪ To support Tlc players offering added value solutions

❑ INDUSTRY

▪ Partner of some of main Italian Industrial customers (automotive, defence, transport) in digitaltransformation projects

▪ Governance and management of specific added value areas in infrastructural services and BusinessApplications

❑ PUBLIC ADMINISTRATION

▪ Expertise and track record to participate in the main public administration tenders, thanks to itstechnical skills, dedicated finance & legal team

❑ FINANCE

▪ Growth area of future development to support the digital transformation process of the FinanceSector

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Some of our clients:

TELCO AND MEDIA

BANKS AND INSURANCE COMPANIES

PUBLIC ADMINISTRATION

INDUSTRY

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Financial Highlights

Financial Securities

Annex

IT MARKET AND DV POSITION

Corporate overview

Summary

8

6,593 6,427 5,885 6,006 6,044 6,080 6,120

3,951 3,8803,857 3,848 3,833 3,840 3,850

3,710 3,5573,474 3,423 3,436 3,465 3,500

4,7644,750

4,970 5,193 5,504 5,870 6,280

0

2000

4000

6000

8000

10000

12000

14000

16000

18000

20000

2013 2014 2015 2016 2017 2018E 2019EHardware Software Project Services Management Services

Source Sirmi, November 2018

-4.1%+1.5% +1.9% +2.3%

19,019 18,616

18,188 18,47018,817

19,25519,750

-2.1%-2.3%

+2.6%

IT Italian market (2016-2019E) in Eu MnItalian IT market trends

CAGR 2015-2019E 2.1%

❑ After years of structural weakness (2007 - 2014), theItalian IT market has inverted this trend, withaccelerating growth rates (+2,6% in 2019e) boosted bythe main Technological Innovation drivers:▪ Digital transformation of companies and organisations▪ Managed and Security services▪ Cloud (Both infrastructural and application Cloud

Services)

❑ Progressive use of technology as a service:▪ The management services sector is the most dynamic

(expected to grow by 10% over the next two-yearperiod)

▪ Switch from Hardware and Software to Cloud Services,both infrastructural and applications

Italian IT market: 2013-2019E

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Top Clients Sector: the most important and dynamic IT segment in Italy

The Top Clients (Large Accounts) sector,where Digital Value is positioned:

▪ Represents over 53% of IT demand inItaly (progressive polarisation of ITexpenditure in Italy, as in the mainevolved economies)

▪ Represents the fastest-growing sector(4% average expected growth in thenext two years, compared to theaverage 3,3% of the IT market)9.759 9.540 9.375 9.559 9.854 10.114 10.427

3.433 3.472 3.529 3.622 3.700 3.7903.910

2.331 2.308 2.258 2.294 2.320 2.3602.405839 820 820 842

860 880903

2.657 2.478 2.206 2.1532.140

2.1502.170

0

5000

10000

15000

20000

2013 2014 2015 2016 2017E 2018E 2019E

Top Clients Enterprise SME SoHo Consumer

19.019 18.616 18.188 18.470 18.817 19.25519.750

-4,1% -2,1% -2,3% +1,5% +1,9% +2,3%+2,6%

Top Clients 2.200 aziende ed Enti con numero di dipendenti pari o superiore a 500

Enterprise 28.100 aziende ed Enti con numero di dipendenti pari o superiore a 50

SME 215.600 aziende ed Enti con numero di dipendenti superiore ad 1

SoHo 4.200.000 aziende ed Enti con numero di dipendenti fra 1 e 9

Consumer Individui e FamiglieFonte: Sirmi, November 2018

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❑ Growing market share thanks to the Group’s commercial and technical synergies and itspotential aggregative role

❑ Reinforcement of sales force in geographical or sectors with lower current coverage

❑ Reinforcement of its strategic role in the Top Client market thanks to:

▪ Competences in Infrastructural Services

▪ Ability to address practices and added value soltutions such as:

✓ Hybrid Cloud Computing

✓ e-Business Solutions

✓ Cyber Security Solutions

✓ Collaboration Solutions

✓ Software Defined Network Solutions

▪ Over 400 technical certifications

Digital Value and its growth potential - 1/2

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❑ STRENGTHS

▪ Innovative design and integration skills/management of IT solutions▪ Multidisciplinary technical skills and numerous specialist certifications▪ Historic relationships with the principal international IT Vendors▪ Consolidated Customer Set▪ Financial rating▪ Competence in management of complex orders and projects and integration offer▪ Reference point for the main and most dynamic Italian IT segment* (53% of the total)▪ Recognised skills in the Datacenter Area focusing on Software and Cloud Enabling technologies▪ Networking and security solutions▪ Business Applications: control of specific and niche areas▪ Managed Services – focusing on governance and datacenter and network infrastructure services

* Fonte: Sirmi

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Digital Value and its growth potential 2/2

Investment opportunities

❑ GROWING AND APPEALING SECTOR

Growth opportunities both for internal lines and through acquisitions

❑ BUSINESS DEVELOPMENT AND PROFITABILITY

In line with the comparable European best in class peers (Ebitda margin 8%)

❑ CASH FLOW GENERATION AND NFP EVOLUTION

Structural dividend distribution capability

❑ TIME TO MARKET

Decision-making process structured to react to the evolution and the needs of the marketand the customers

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FINANCIAL HIGHLIGHTS

Financial Securities

Annex

Corporate overview

IT Market and DV position

Summary

14

CAGR 2013-201820,9%

In euro M

❑ Continuous and sustainable growth track record

Track record

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107.5

125.2

145.9

214.6

259

278

0

50

100

150

200

250

300

2013 2014 2015 2016 2017 2018E

Revenues **

(Eu Mn)

EBITDA (Eu Mn,

% on revenues)

16.7

20.6

23.6

0

5

10

15

20

25

2017PF 2018E 2019E

258.0

278.0

307.4

230

240

250

260

270

280

290

300

310

320

2017PF 2018E 2019E

EBIT (Eu Mn,

% on revenues)

19.7

22.6

25.6

0

5

10

15

20

25

30

2017PF 2018E 2019E

7,6%

8,4%

8,1%

7,7%

7,4%

6,5%

10.8

12.6

14.7

0

2

4

6

8

10

12

14

16

2017PF 2018E 2019E

Net profit (Eu

Mn, % on

revenues)

4,8%

4,5%

4,1%

CAGR: 9,15% CAGR: 14%

CAGR: 18,9%CAGR: 16,7%

Financial highlights 2017A proforma 2018E 2019E (consensus)

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Financial highlights 2017A proforma 2018E 2019E (consensus)

Group Net Financial Position (NFP) (Eu Mn) Group Shareholders Equity (Eu Mn)*

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46.8

59.3

74,0

0

10

20

30

40

50

60

70

80

2017PF 2018E 2019E

1.8

(15.1)

(25.4)

(30)

(25)

(20)

(15)

(10)

(05)

00

05

2017PF 2018E 2019E

Public Administration

29%

Telco34%

Industry16%

Finance15%

Utilities6%

Public Administration

33%

Telco35%

Industry14%

Finance13%

Utilities5%

2017 2018E

Digital Value: breakdown revenues by sectors 2017-2018E

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FINANCIAL SECURITIES

Annex

Corporate overview

IT Market and DV position

Financial Highlights

Summary

19

Group structureJanuary 2019

ITALWARE

100%

Promoters

2.24%

ITD SOLUTIONS

100%

73.05% of which 29.56% PAS24,71%

Lock upLock up

Special shares Ordinary and PAS sharesOrdinary shares + warrants

MARKET

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DV HOLDING MASSIMO ROSSI – Chairman of the BoardYear of birth 1961. Graduated from the Scientific HighSchool “Gabriele D’Annunzio” in Rome. Founder (1988) ofItalware he has been able to manage the growth of thecompany acquiring a level of specialisation that makes it areference point for the market sector

CARLO BRIGADA - Executive Vice PresidentYear of birth 1957. After graduating in Biological Sciencesfrom the University of Milan in 1984 and obtaining aMasters Degree from Drexel University in Philadelphia, hefounded ITD in 1986. Throughout al these years he hassuccessfully managed te company growth, dealing withclients, suppliers, the banking system and employees, thenumber of which grew up to 200.

RICCARDO BENEDINI – Member of the board - IRYear of birth 1971. He graduated in Political Sciences fromthe Università degli Studi of Milan and has obtained aMasters Degree in Finance and Banking techniques fromEuros Consulting. Founder in 2002 of Technomind, mergedin 2012 with ITD, he has developed an importantknowledge of the IT sector.

KEY PEOPLE

DV Holding main shareholders:

Massimo Rossi 80%Carlo Brigada 5.2%Riccardo Benedini 5.2%Gruppo Sesa 6%

Shareholding

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* Special Shares can be converted (1:7) in listed, ordinary shares, following the appreciation of Digital Value price per share onthe market. Conversion is due in 3 equal tranches: @ € 12 / @ € 13/ @ > € 13 from 24° to 60° month from DV quotation. 12months’ progressive lock up.

This scenario entails:

- PAS fully converted 1:1 into ordinary shares, as DV has grown according to targets;

- Special shares fully converted into ordinary shares;

- Warrants fully converted at their max ratio.

- Digital Value Market Cap increased to € 132,60 M (i.e. €13,3 per share)

73,05%

24,71%

2,24%

DV Hilding S.p.A. Market Promoters

SHAREHOLDING - AS AT TODAY

SHAREHOLDER SHARE TYPE # %

DV Holding SpAordinary 3.981.562 43,72%

PAS 2.670.671 29,33%

Market ordinary 2.250.000 24,71%

Promotersordinary 168.000 1,84%

special 36.000 0,40%

9.106.233 100,00%

SHAREHOLDING - FULLY DILUTED

SHAREHOLDER SHARE TYPE # %

DV Holding SpA ordinary 6.652.233 66,72%

Market ordinary 2.250.000 22,57%

Promoters ordinary 420.000 4,21%

Ex warrant holders

ordinary 647.775 6,50%

9.970.008 100,00%

66,72%

22,57%

4,21%6,50%

DV Holding SpA Market

Promoters Ex warrant holders

WARRANTS - WDGV ISIN IT0005347437❖ n. 2.250.000 ISSUED WARRANTS - € 9,50 STRIKE PRICE - € 0,10 EXERCISE PRICE

❖ MONTHLY CONVERSION RATIO(average monthly share price – €9,50) / (average monthly share price – €0,10)

❖ € 13,30 THRESHOLD PRICE= 0,2879 MAX CONVERTION RATIO = 647.775 MAX N. OF NEW ORDINARY SHARES when the monthly average price of DV share reaches € 13,30 existing warrants must be converted or will lose validity to all effects

❖ 5-YEAR TIME VALUE (expiry Nov. 2023)

PAS - PRICE ADJUSTMENT SHARES• n. 2.670.671 PAS, equal to € 26.706.710 (€10 per share at IPO)

• PAS represent about 40% of the share capital subscribed by founders and hystoricshareholders through DV Holding, have the same voting and economic rights as ordinaryshares, but are not listed.

• In the event that 2018 and 2019 DV growth targets are not achieved, a proportional n. of PAS will be cancelled and, as effect, the corresponding value will proportionally shift to the market stake, protecting “value per share”.

• Upon achievement of DV statutory growth targets, PAS will be converted 1:1 into listed, ordinary shares.DIGITAL VALUE CONSOLIDATED GROWTH TARGETS:

2018→ EBITDA €22.6M and NFP €15M (cash)2019→ EBITDA €25.6M and NFP €21M (cash)

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Financial Securities

ANNEX

Corporate overview

IT Market and IT position

Financial Highlights

Summary

Digital Value: pro-forma P&L and BS as of 31.12.2017 (in thousands of Euros)

NON-CURRENT ASSETS 30,723 NET EQUITY 46,779

Tangible fixed assets 5,275 Share capital 1,490

Other intangible fixed assets 204 Other reserves 34,362

Goodwill 23,268 FTA reserve 160

Financial assets 1,802 Profit (loss) for the year 10,767

Other non-current activities - NON-CURRENT LIABILITIES 8,418

Prepaid taxes 174 Non-current financial liabilities 6,197

CURRENT ASSETS 170,577 Funds for risks and expenses 835

Inventories 7,319 Funds for benefits to employees 1,386

Cash 40,765 CURRENT LIABILITIES 146,103

Current financial assets - Current financial liabilities 36,356

Trade receivables 76,253 Trade payables 101,471

Other current assets 44,512 Other current liabilities 3,699

Receivables for current taxes 1,728 Payables for current taxes 4,577

TOTAL ASSETS 201,300 TOTAL LIABILITIES 201,300

Income from sales and services 258,045

Other Income 957

TOTAL OPERATING INCOME 259,002

Purchase of materials (201,472)

Variation of inventory (250)

Costs for services (22,532)

Costs for personnel (12,683)

Other operating costs (2,413)

EBITDA 19,652

Amortisations and depreciations (2,943)

OPERATING RESULT 16,709

Financial income 46

Financial costs (1,063)

EBT 15,691

Income tax (4,925)

NET RESULT 10,766

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www.digitalvalue.it