H Farm S p A : FARM CONFIRMS TE OPENING OF TE NEW CAMPUS AND LAUNCES A CAPITAL INCREASE WIT TE PRESENTATION OF TE 2020-2024 BUSINESS PLAN

H-FARM CONFIRMS THE OPENING OF THE NEW CAMPUS AND LAUNCHES A CAPITAL

INCREASE WITH THE PRESENTATION OF THE 2020-2024 BUSINESS PLAN

Ca' Tron, 25 August 2020 - On 7 September, the H-FARM Campus will officially be inaugurated, in preparation to become Europe's largest innovation and training centre.

"We have finally come to the end of a very difficult period that began in the first months of 2018: H- FARM was in the implementation phase of its business plan, but the brutal and sudden stoppage for two years put it in great operational and financial difficulty, with the risk of jeopardising the future of many young people and putting our entire project in crisis. Now we have finally put an end to this period and can look to the future, continuing to dedicate ourselves to our growth and new generations with the innovative vision that has always characterised this project," states Riccardo Donadon, founder and President of H-FARM.

The certainty of opening times now allows the Company to fully disclose its business plan for the period 2020-2024, approved by the Board of Directors today. The Plan aims to achieve revenues of €126 million in 2024 with an EBITDA of €12 million; cash generation of €13 million is expected over the Plan's horizon.

The Plan acknowledges the impact of the Covid-19 emergency and bases the Company's growth on the Campus being operational (scheduled for September 2023, or the start of the 4th school cycle), on the development of distance and remote learning for the entire course (school, university and post- diploma and graduate courses), and on the constant growth of the Innovation SBU, focused on business consulting in the field of Digital Transformation. These are all issues that the health emergency has made extremely urgent and important for families, students and companies, who are looking to digital as a way to keep operating in all market conditions.

In particular, the Plan's development involves:

• strong growth in the Education SBU (CAGR 2019-2024 of 34.3%), revenues going from €12 million in 2019 to €53 million in 2024 with an EBITDA (pre -corporate cost) of €11 million by 2024, with a growing contribution from the digital offer (remote and distance learning) in both the K12 path and higher education
• growth of the Innovation SBU (CAGR 2019-2024 of 10.3%), revenues going from €43 million in 2019 to €70 million in 2024 with an EBITDA (pre-corporate cost) of €11 million in 2024, with linear growth for revenues and a more than proportional improvement for margins, going from 9.2% in 2019 to 15.8% in 2024
• extremely prudent management of the startup portfolio, which provides for a cumulative positive financial contribution over the Plan's entire duration of €4 million
• Corporate management remains substantially unchanged for the Plan's entire duration: revenues remain unchanged at Euro 3 million in 2019 and 2024 with a negative Ebitda of Euro 10 million at 2024 and is affected by a significant basket of staff incentives (long-term incentive plan), which comes to €7.5 million in particularly significant provisions in 2024 (€3.5 million), to be paid when the Plan's targets are achieved

	2020	2021	2022	2023	2024
Total Revenue	52	69	85	105	126
Total Ebitda	(5)	(4)	2	7	12

The evolution of the net financial position (respectively negative from '20 to '23 for Euro: 8, 14, 11, 2 million, and positive in '24 for 11 million) takes into account the following assumptions:

• completion of a financial recapitalisation operation for a total of €15 million, of which 50% in principal and 50% through the convertible bond
• partial conversion of the convertible bond in 2024
• closure of previous tax positions
• opening of new bank lines
• full repayment of the Participating Financial Instruments in 2024 for €8 million

The Plan is presented to the public on the Company's website, H-FARM.COM in the Investor Relations section, Presentations, on 25 August 2020, concurrently with publication of the notice calling the shareholders' meeting.

To support the Plan, H-FARM's Board of Directors discussed the proposal to grant it a proxy to increase the share capital for a maximum amount (including premium) of €20 million, even excluding the option right, to enable the Company to equip itself with the necessary resources to support the strong growth of the Education SBU, the consolidation of the Innovation SBU, and to remedy pending problems.

The Board of Directors has therefore called an Extraordinary Shareholders' Meeting of the company to resolve on conferring the Board with a proxy pursuant to Article 2443 and Article 2420-ter of the Italian Civil Code, to resolve, respectively, on an increase in share capital and the issue of a convertible bond. This transaction is structured symmetrically between equity and convertible debt. The structure of the operation envisages one part of an option capital increase up to a maximum of €4 million, and one part of a capital increase reserved for qualified investors up to a maximum of €6 million. The proxy for the convertible bond will be up to a maximum of €10 million and will also exclude the option right, of which up to a maximum of €4 million will be offered in pre-emption to those who subscribe to the capital increase in option, while up to a maximum of €6 million will be offered in pre -emption to qualified investors who have subscribed to the capital increase with the exclusion of the option right reserved for them.

The proxy may be exercised within a maximum time frame of 36 months.

The request for the proxy arises from the fact that the Board of Directors considers this the most suitable instrument to make the most of future market conditions. The Board also deems the authorisation to exclude the option right justified (for the resolution of the convertible bond and for the capital increase reserved for qualified investors) for two reasons: as regards the convertible bond, excluding the option is necessary as this instrument will be offered only to those who subscribe, respectively, to the capital increase in option or to the capital increase reserved for qualified investors. With regard to the proxy relating to the resolution of a capital increase reserved for qualified investors, the Board considers it justified to exclude the option right as it intends the shareholder structure to have investors of primary national and international standing who can support the company's actions in the future, and who the Board of Directors would have categorised, in the abstract, as qualified investors.

Alberto Grignolo, former general manager of Yoox, appointed CEO of the company at the beginning of the year, stated: "I have been dedicated to H-FARMfor 6 months, I experienced the lockdown and the following weeks of emergency, always here at the Ca' Tron headquarters. A very hard period for the whole country, which highlighted the urgency of change both on an industrial and educational level, areas that it is clear will increasingly have to move in parallel. I have witnessed a business that has never stopped operating, showing great resilience. H-FARMis in the optimal position, due to its mix of skills in the Education and Innovation fields, to leverage this time of great transformation and fulfil its

industrial vision. This capital increase is the necessary instrument to ensure the project finally takes off."

The Company announces that it has received official communication, pursuant to the internal dealing procedure, of the purchase by Riccardo Donadon (through the company E-Farm Srl) of all the equity investment held by Red Circle Investment Srl. The transaction involves the purchase and sale of 10,187,437 shares at a total price of €4 million, of which 50% is paid at closing and 50% within 24 months.

With this transaction, Riccardo Donadon (including through the company E-Farm Srl referable to him) now holds 20,393,750 shares, equal to 22.85% of the share capital.

As a result of the aforementioned transaction, the current shareholder structure of H-Farm S.p.A. is as follows:

SHAREHOLDERS	SHARES	PERCENTAGE
E-Farm Srl (Riccardo Donadon)	20,393,750		22.85%
Giuseppe Miroglio	7,722,913		8.65%
Giol Family	5,571,333		6.24%
Other restricted shares	10,293,732		11.54%
Treasury shares	19,115		0.02%
Market	45,240,807		50.70%
Total	89.241.650		100%

H-FARM

It is the innovation platform capable of supporting the creation of new business models and the transformation and education of young people and Italian companies in a digital perspective. Founded in January 2005, H- Farm was the first project in the world to adopt a model that combined training, investment and business consulting in a single place. Since its launch, it has

invested over 28 million euros to support the development of more than a hundred innovative companies, works actively with more than 300 of the most important international brands that support the opportunities offered by the digital transformation and now trains more than a thousand students in its 4 international schools and in its university course through an international training course shaped into a digital format. Structured as a campus, being the subject of an improvement intervention that will take it from 14 thousand square meters of buildings on more than 20 hectares of park up to 42 thousand square meters of total buildings spread over 51 hectares just outside Venice, H- FARM is intended to become the most important pole of European innovation. H-FARMhas more than 600 people working in 5 offices in Italy and is considered unique at international level. Since November 13, 2015 it has been listed on the AIM segment of the Italian Stock Exchange and is available for public trading. ISIN Code for Common Stocks H-FARM S.p.A. IT0004674666. Ticker: FARM.

For further information:

H-FARM S.p.A.

Investor Relator: Luca Valerio [e-mail]

Press Office: Serena Gasparoni [e-mail]

Nomad

EnVent Capital Markets Ltd

42 Berkeley Square - London W1J 5AW Italian Branch - Via Barberini 95, 00187 Rome (Italy) Tel. [phone] Paolo Verna - [e-mail]