MISITANO & STRACUZZI S.P.A. STARTED THE PROCESS FOR THE ADMISSION TO LISTING ON EURONEXT GROWTH MILAN MARKET

July 12, 2024

PRESS RELEASE

MISITANO & STRACUZZI S.P.A. STARTED THE PROCESS FOR THE ADMISSION TO LISTING ON EURONEXT GROWTH MILAN MARKET

Indicative Price range of the shares between a minimum Price of € 2.92 per share and a maximum Price of € 3.54 per share, corresponding to an

Equity value before share capital increase between approximately € 70.1 million and approximately € 85.0 million

The Roadshow will begin on 15 July 2024

The indicative share price range has been set between a minimum Price of € 2.92 and a maximum Price of € 3.54 per share, corresponding to an Equity value before share capital increase between approximately € 70.1 million and approximately € 85.0 million.

The Offering will consist of the placement of newly issued shares resulting in a value between approximately € 17.7 million and € 21.5 million (the “Offering”), reserved for institutional investors outside United States pursuant Regulation S del U.S. Securities Act of 1933 (as subsequently amended), including “qualified investors” in Italy (as defined by the applicable Italian law).

In the context of the Offering, also, Stracuzzi Holding S.r.l., current shareholder of Misitano & Stracuzzi S.p.A. at 100%, will grant a so-called greenshoe option (“Greenshoe”) in favour of Intermonte SIM acting as stabilization manager, corresponding to a maximum of 10% of the shares placed as part of the Offering. The option may be exercised, in whole or in part, within 30 days from the listing day.

The Global Offer, assuming the full exercise of the Greenshoe, will have a value between approximately € 19.5 million and approximately € 23.6 million.

Assuming the full exercise of the Greenshoe, it is expected that shares subject to the Offering represent approximately 22.2% of the Company’s share capital post Offering.

At the start of trading, part of the shares held by Stracuzzi Holding S.r.l. will be converted into price adjustment shares (“PAS”), not subject to admission to trading, convertible into ordinary shares in proportion to the achievement of a profitability target for the 2024 financial year.

The roadshow with Italian and international investors will begin on 15 July 2024.

In the listing process, Misitano & Stracuzzi is assisted by: Intermonte SIM as Global Coordinator, Sole Bookrunner and Euronext Growth Advisor (EGA), by Emintad Italy as Financial Advisor, by Chiomenti as Legal and Tax Advisor for the Company and for the Global Coordinator, by KPMG S.p.A. as the Auditing company, by Adagio23 as the Advisor for the verification of extra-accounting data and by HEAR-ir as Communication and PR Advisor.

ABOUT MISITANO & STRACUZZI

The Misitano & Stracuzzi Group is one of the main Italian one of the main Italian business to business (B2B) operator active at international level in the creation, production and marketing of citrus essential oils mainly of natural origin and to a lesser extent in the production of citrus juice.

(In the picture from the left: Emanuela Stracuzzi co-CEO, MD Logistics, Antonio Stracuzzi Chairman, co-CEO, Diego Stracuzzi co-CEO, MD Juice Department

The Company purchases citrus essential oils worldwide and produces proprietary solutions tailored to each individual customer’s needs. The citrus essential oils are highly appreciated at the international level and are applied in a variety of fields, including food and drink, perfumes and fragrances, cosmetics and aromatherapy. The products made by the M&S Group are mainly intended for international customers, including large producers of flavours and fragrances and sometimes directly for producers active in food and beverage, personal and home care, aromatherapy, perfumery, cosmetics and pharma. The company, based in Messina, is family-run, with a history spanning more than a century. Since 1922 the know-how acquired by four successive generations allows the Group to position itself as one of the most important operators in the niche worldwide market of producers of citrus fragrances and essential oils.

Today the Company can use two plants based in Sicily, respectively the Furci Siculo (Me) plant and in S. Teresa di Riva (Me), supported by various warehouses located in Italy, Northern Europe and on the west coast of the United States as well as by a dense and structured sales network spread throughout the world also made up of agents who support the relationship with the Group’s customers.

In December 2016, Misitano & Stracuzzi USA Corp. was established, a company incorporated under US law, wholly owned by Misitano & Stracuzzi S.p.A. M&S USA carries out distribution activities of essential oils and aromatic essences in the United States. The strategic position assumed by the subsidiary represents a key factor in the development of the Group’s business.

For the financial year ending 31st December 2023, the Company’s Revenues reached 59.0 million Euro, increasing by 42.2% respect to 2022’s financial year and a Group net result of 7.1 million Euro.

(News from Milano Finanza, 12th July 2024 – in Italian only)