Giglio S p A : Information document relating to a transaction of greater significance with re-lated parties

INDEX

1.1 RISKS RELATED TO POTENTIAL CONFLICTS OF INTEREST ARISING FROM TRANSACTIONS WITH RELATED PARTIES5

2.2 AN INDICATION OF THE RELATED PARTIES WITH WHOM THETRANSACTION IS CONDUCTED, THE NATURE

2.5 ECONOMIC, EQUITY AND FINANCIAL EFFECTS OF THE TRANSACTION, PROVIDING THE APPLICABLE

2.6 IMPACT OF THE TRANSACTION ON THE REMUNERATION OF THE MEMBERS OF THE ADMINISTRATIVE BODIES

2.7 INFORMATION RELATING TO THE COMPANY'S FINANCIAL INSTRUMENTS HELD BY THE MEMBERS OF THE ADMINISTRATIVE AND CONTROL BODIES, GENERAL MANAGERS AND EXECUTIVES OF THE COMPANY WHO MAY

2.8 INDICATION OF THE BODIES AND DIRECTORS WHO CONDUCTED OR PARTICIPATED IN THE NEGOTIATIONS AND/OR INSTRUCTED AND/OR APPROVED THE TRANSACTION, SPECIFYING THEIR RESPECTIVE ROLES, WITH

2.9 IF THE SIGNIFICANCE OF THE TRANSACTION DERIVES FROM THE CUMULATION, PURSUANT TO ARTICLE 5, PARAGRAPH 2, OF THE OPC REGULATION OF SEVERAL TRANSACTIONS CARRIED OUT DURING THE YEAR WITH THE SAME RELATED PARTY, OR WITH PARTIES RELATED TO BOTH THE LATTER AND THE COMPANY, THE INFORMATION INDICATED IN THE PREVIOUS POINTS MUST BE PROVIDED WITH REFERENCE TO ALL THE AFOREMENTIONED

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DEFINITIONS

Below is a list of the main definitions and terms used in this Information Document. These definitions and terms, unless otherwise specified, have the meanings set forth below. Terms defined in the singular are also understood in the plural, and vice versa, where the context requires it.

Giglio or Giglio Group orGiglio S.p.A., with registered office in Milan (MI), Piazza Diaz

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PREMISE

This Information Document has been prepared by Giglio pursuant to Article 5 and in accordance with the scheme set out in Annex 4 of the RPT Regulation, as well as pursuant to Article 12.2 of the RPT Procedure.

This Information Document refers in particular to the subscription of the capital increase (the "Transaction" or "Capital Increase") by (i) the majority shareholder Meridiana Holding S.r.l. ("Meridiana" or the "Majority Shareholder") and/or Mr. Alessandro Giglio, controlling shareholder of the Company and Meridiana and

1. the company Luxury Cloud S.r.l. ("Luxury"), headed by the director Anna Maria Lezzi (Meridiana and Luxury, jointly, the "OPC Shareholders").

Taking into account the qualification of Mr. Alessandro Giglio, Anna Maria Lezzi and the companies controlled by them (i.e. Meridiana and Luxury) as related parties of the Company, the latter, since the first expression of interest received from the OPC Shareholders, although not yet recognizing the prerequisites, has prudently adopted the safeguards referred to in the RPT Regulations and the OPC Procedure, involving the Committee and keeping it constantly informed of the relations between the Company and the OPC Shareholders.

Since the OPC Shareholders are related parties of the Company, as described in paragraph 2.2 below, the subscription of the Capital Increase by the latter could constitute transactions between relevant related parties pursuant to the RPT Procedure and the Issuers' Regulation. In particular, the amount of any subscription to the Capital Increase by Meridiana could result in the qualification of the subscription as a Transaction of Greater Significance pursuant to art. 8.1 of the RPT Procedure, while any subscription by Luxury could constitute a Transaction of Minor Significance pursuant to art. 8.2 of the OPC Procedure. In any case, the two transactions are treated together. For this reason, prior to the approval of the proposed resolution on the Transaction by the Board of Directors, the Committee issued a reasoned opinion (attached to this Information Document under Annex 1) on Giglio's interest in the completion of the Transaction as well as on the convenience and substantial fairness of the related conditions (the "Committee's Opinion").

The proposed resolution submitted to the extraordinary shareholders' meeting of Giglio regarding the Transaction was approved by the Company's Board of Directors on 22 October 2023, pursuant to Article 8.3 (entitled "Transactions within the competence of the Shareholders' Meeting") of the RPT Procedure (for further details on the procedure for approving the Transaction, please refer to paragraph 2.8 below).

This Information Document has been prepared by Giglio pursuant to and for the purposes of art. 5 of the OPC Regulation as well as art. 12.2 of the OPC Proce- dure.

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WARNINGS

1.1 Risks related to potential conflicts of interest arising from transactions with related parties

As already pointed out in the preamble, the Transaction involves (i) Meridiana, the majority shareholder of the Company, currently owning 55.66% of the share capital held 99% by Alessandro Giglio; (ii) Alessandro Giglio, Director and Chairman of the Board of Directors of the Company and (iii) Anna Maria Lezzi, member of the Board and Vice-Chairman of Giglio as well as sole director and majority shareholder of Luxury.

The Transaction may also constitute (a transaction with related parties) "of greater significance" as described in paragraph 2.2 below.

The Committee, called upon to express its opinion pursuant to Article 8.3 of the RPT Procedure, has been informed of the terms and conditions of the Transaction, has received a timely and adequate flow of information and has issued its favourable opinion, which is binding, on the Transaction, attached to this Information Document under Annex 1.

In accordance with the rules and safeguards set out in the RPT Procedure: (i) the Committee, consisting exclusively of non-executive and independent directors, was involved in the negotiation and preliminary phase of the Transaction through the receipt of a complete, adequate, up-to-date and timely flow of information and documents relating to the Transaction; (ii) the Committee was able to request clarifications and make comments from the management in charge of conducting the negotiations; (iii) the Committee examined the documentation and the various aspects relating to the Transaction; (iv) at its meeting of 19 Oc- tober 2023, the Committee unanimously approved the Committee's Opinion, noting the interest in carrying out the Transaction itself as well as the convenience and substantial fairness of the related conditions; (v) the Board of Directors of Giglio, at its meeting of 22 October 2023, approved the proposed resolution submitted to the extraordinary shareholders' meeting of Giglio regarding the Trans- action, on the basis of the preliminary documentation received and the reasoned favourable and binding opinion of the Committee.

Giglio believes that the Transaction does not present any particular risks associated with potential conflicts of interest other than those typically inherent in transactions between related parties.

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2.1 Description of the characteristics, methods, terms and conditions of the Transaction

2.1.1 The Capital Increase

On 17 November 2023, the extraordinary shareholders' meeting of Giglio (the "Shareholders' Meeting") is called to resolve (i) to increase the share capital for payment and in divisible form, with the exclusion of the pre-emption right pursuant to paragraphs 5 and 6 of art. 2441 of the Italian Civil Code, by the deadline of 31 December 2023 for an amount up to a total of Euro 5,000,000.00, including any share premium, through the issue of ordinary shares having the same characteristics as the Giglio ordinary shares in circulation and regular dividend rights, to be paid in cash, reserved for the Majority Shareholder and other qualified or institutional investors, as well as (ii) to confer on the Board of Directors a delegation pursuant to art. 2443 of the Italian Civil Code to increase the share capital, for payment and in divisible form with the exclusion of the pre-emption right pursuant to paragraphs 5 and 6 of art. 2441 of the Italian Civil Code, for the part of the Capital Increase not subscribed by the deadline of 31 December 2023, to be executed in one or more tranches, within five years from the date of the resolu- tion, through the issue of ordinary shares having the same characteristics as those in circulation and regular dividend rights, to be paid in cash, reserved for the Majority Shareholder and other qualified or institutional investors (the "Proxy").

The Capital Increase, up to €5 million, may be carried out, (i) in part following a shareholders' resolution through the use of a private placement procedure in accordance with market practice, including, where appropriate, that of accelerated bookbuilding (hereinafter "ABB"), valued with the support of MIT SIM S.p.A. ("MIT SIM") which has been appointed as advisor and arranger of the Transaction , and (ii) for a second part, in the event of failure to fully subscribe by the deadline of 31 December 2023, through the exercise of the Proxy in the manner deemed most appropriate in relation to the market context by the Board of Di- rectors.

The Transaction also provides that: (i) the Board will identify the qualified or institutional parties to whom the shares deriving from the Capital Increase will be offered for subscription, it being understood that the Capital Increase will be addressed, in any case, to all parties who have submitted expressions of interest, binding or non-binding,including the companies Meridiana and Luxury, (ii) the issue price of the new shares corresponds to a value determined according to a market procedure carried out by a specially appointed intermediary, starting from the "weighted average of the official price of Giglio Group's shares in the last three months of the market prior to the day of issue for the daily volume traded on the same dates, from which a discount of between 5% and 20% must be subtracted as a corrective amount". The subscription by OPC Shareholders will take place at the price established through the aforementioned ABB

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procedure without any possibility for them to participate in any way in the negotiation of such price.

For an amount of the Capital Increase equal to a maximum of 20% of the shares currently existing on the market (equal to 21,968,022 ordinary shares, 20% of which is therefore equal to 4,393,604 ordinary shares), the admission to listing of the relevant shares on the Euronext Milan segment will be requested immediately after execution.

If the value of 20% of the shares currently existing on the market is exceeded by the sum of the sum between it and that subscribed by investors, admission to listing will not be requested immediately, and shares with a different ISIN will be issued, although it is not excluded that such admission may be requested subse- quently.

2.1.2 Meridiana and Luxury's binding expressions of interest

On 11 May 2023, Meridiana presented the "Binding Expression of Interest for Participation in a Capital Increase up to a maximum of Euro 700,000.00" with which

• following the previous "Binding Expression of Interest for Participation in a Capi- tal Increase up to a maximum of Euro 500,000.00" - was willing to subscribe to a capital increase up to a maximum amount of Euro 700,000.00, taking into ac- count that Euro 472,000.00 is already present in the Company's coffers as a share- holder loan and can therefore be converted into a capital account. Meridiana has also committed to guarantee the Capital Increase in the minimum amount of Euro 3 million as already indicated in Giglio Group's Half-Year Financial Report as at 30 June 2023.

On April 12, 2023, Luxury submitted the "Binding Expression of Interest for participation in a Capital Increase up to a maximum of Euro 700,000.00" with which - subjecting the purchase to the accounting and management Due Diligence activity with a positive outcome necessary for the completion of the Transaction[Note to Giglio: to be confirmed whether it has been made or if the condition is exceeded] - was willing to subscribe to a capital increase up to a maximum of Euro 700,000.00.

2.2 An indication of the related parties with whom the Transaction is conducted, the nature of the correlation, and the nature and extent of such parties' in- terests in the Transaction

The Transaction is a transaction between related parties, identified in accordance with the definitions set out in (i) the international accounting standards adopted in accordance with the procedure referred to in Article 6 of Regulation (EC) No 1606/2002 referred to in Article 3 of the RPT Regulation and (i) in Articles 2 and 3 of the RPT Procedure.

With specific reference to the nature of the correlation, it should be noted that

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the Transaction is carried out by the Company with (i) Meridiana, the majority shareholder of the Company, currently owning 55.66% of Giglio's shares - of which a total of 12,226,459 ordinary shares of Giglio with increased voting rights for a total of 24,452,918 voting rights, equal to 71.511% of the total voting rights - 99% of whose share capital (of Meridiana) is held by Mr. Meridiana). Alessandro Giglio; (ii) Alessandro Giglio, Director and Chairman of the Board of Directors of the Company and (iii) Anna Maria Lezzi, member of the Board and Vice-Chairman of Giglio as well as sole director and majority shareholder of Luxury.

The Transaction, in particular, falls within the scope of application of the rules provided for by the RPT Procedure for transactions of greater significance, considering that a transaction with a related party of greater significance means, pursuant to art. 8.1 of the RPT Procedure and art. 3, paragraph 1, letter b) of the RPT Regulation, transactions in which at least one of the relevance indices indicated in Annex 3 of the RPT Regulation exceeds the threshold of 5%; the possible subscription by Meridiana of the Capital Increase, for a maximum amount of Euro 3 million, would in fact be considered a Transaction of Greater Significance, as the value of the transaction represented by the Majority Shareholder [Note for Giglio: insert value if it has been calculated], would exceed the relevance ratio of the countervalue indicated in Annex 3 of the RPT Regulation (in particular with reference to market capitalization as at 30 June 2023).

As for the possible subscription by Luxury of the Capital Increase, for a maximum amount of Euro 700 million, it would not be considered a Transaction of Greater Significance pursuant to art. 8.1 of the OPC Procedure and art. 3, paragraph 1, letter b) of the RPT Regulation, not resulting in the above-mentioned threshold of 5% being exceeded, in light of the value of the market capitalization as at 30 June 2023; however, it could still be a Transaction of Minor Significance pursuant to art. 8.2 of the RPT Procedure, again taking into account the market capitalization as at 30 June 2023.

In any case, the Transaction, as a whole, is treated as a major OPC.

2.3 Indication of the economic reasons and convenience of the Operation for Giglio

With regard to the economic reasons and the convenience of the Capital Increase for the Company, it should be noted that this decision is motivated by the need to strengthen the company's capital, connected to the existence of the condition of business continuity, as shown most recently by the Half-Year Financial Report as at 30 June 2023 (see in particular Par. 16 on "business continu- ity") and by the Report of the independent auditors containing the unqualified opinion on the condensed consolidated half-year financial statements as at 30 June 2023 (see in particular paragraph 4 of the "disclosure notice") taking into account (i) the need to quickly implement the Capital Increase, considering the Company's interest in strengthening the Group's shareholders' equity by the end of the 2023 financial year; (ii) the interest in directing the Capital Increase also

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to persons willing to support the Company in the medium to long term, taking into account the need to have both shareholders with the characteristics of institutional or professional investors and reference shareholders who guarantee a stable and lasting shareholding structure; (iii) the opportunity to consider the expressions of interest binding and the guarantee of the Majority Shareholder to subscribe to a capital increase, also through the use of receivables already transformed into shareholder loans on a capital account, as well as the expression of interest of the Luxury company headed by the executive director and vice-chairman Anna Maria Lezzi. With regard to Meridiana's expression of interest, the Board noted the importance for the Company of the presence and continuous support of the Majority Shareholder; in fact, it is convenient for the Company and for the Giglio Group for the subscription of the Capital Increase by the OPC Shareholders if the subscription of the Capital Increase takes place at the price established as part of the ABB procedure and in any case in compliance with the criterion of determination of the price approved by the Board of Directors.

With the support of the entity that will act as arranger, identified in the company MIT SIM, the Board of Directors has also decided - in consideration of the status of a company listed on the Italian Stock Exchange's Mercato Telematico Italiano, the liquidity of the shares, and the base of institutional investors currently present

• to carry out the Capital Increase through the ABB procedure, considering that this procedure makes it possible to identify, according to market criteria, the sub- scription price for all the recipients of the Capital Increase.

In this regard, during the committee meeting on October 19, 2023, it was specified that MIT SIM will manage ABB's procedure in such a way as to ensure that Meridiana's and Luxury's offerings do not contribute to forming the issue price of the shares resulting from the Capital Increase.

In light of the above considerations, it is considered convenient for the Company and the Giglio Group for the subscription of the Capital Increase by OPC Shareholders if the subscription of the Capital Increase takes place at the price established as part of the ABB procedure and in any case in compliance with the price determination criterion approved by the Board of Directors.

2.4 Methods for determining the fee and assessing its fairness

2.4.1. The activities carried out by the Council, also in the light of the comparison with similar transactions

With regard to the issue price of the shares resulting from the Capital Increase, the sixth paragraph of Article 2441, fifth paragraph, of the Civil Code provides that, in such circumstances, the issue price of the shares must be determined on the basis of the value of the shareholders' equity, taking into account, for shares listed on regulated markets, also the price trend of the last six months.

As stated in the Directors' Report on the proposal and made available to the public in the manner and within the terms of the law, given that Giglio's shares,

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as provided for by Article 6 of the Company's Articles of Association, are without indication of the par value, the same based on the ratio between the share capital and the number of shares issued is equal to € 0.20 for each share and that the shareholders' equity On 22 October 2023, the Board of Directors, with the support of MIT SIM, decided to refer to the market values of the stock and in particular to the market values that take into account the most recent information on the economic, financial and equity situation of the Company, considering that the average of the previous six months was for this reason not significant.

Therefore, the market performance of the stock in the three months prior to the date of 13 October 2023, on which the calculation was made for the first time, was analysed.

The table below shows the average prices and the volume-weighted average prices of Giglio Group shares compared to the indicated reference periods.

1. Averages and maximum and minimum values refer to a range between 13/05/2023 and 13/10/2023
2. Averages and maximum and minimum values refer to a range between 13/05/2023 and 13/10/2023

MIT SIM has evaluated various methods used in practice to determine the market value of the issue price, coming to believe that the most representative one, in the current market context and in relation to the investment attitudes of institutional investors for similar transactions, is the so-called "Stock Exchange Price" method" (hereinafter referred to as the "Stock Exchange Price Method"). This method is in fact considered suitable to represent the economic value of the Company as the price value of the shares expresses the value attributed by the market to the shares traded, reflecting the market's expectations regarding the economic and financial performance of the Company at a given time.

The Board, in order to correctly assess the issue price, has carried out an analysis of a number of transactions carried out over the last 12 months, taking as a reference both capital increase transactions (with and without exclusion of preemption rights) and transactions involving the transfer of share packages by significant shareholders.

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