Tmp Group S.p.a.MIL: TMP

Start of the second Warrant exercise period

· Issued by Tmp Group S.p.a.

PRESS RELEASE - TMP GROUP

TMP GROUP BOARD OF DIRECTORS APPROVES REPORT

CONSOLIDATED HALF-YEARLY REPORT AS OF JUNE 30, 2024

EBITDA +79% YoY 1.3 MILLION

NET PROFIT + 4015% 0.68 MILLION

PRODUCTION VALUE GROWS BY 12% 3.7 MILLION

POSITIVE NET FINANCIAL POSITION (CASH) EQUAL TO EURO 0.68 MILLION

Key highlights:

  • Consolidated production value grows: Euro 3.7 million, +12% compared to Euro
    3.3 million as of June 30, 2023
  • Consolidated EBITDA: Euro 1.3 million, up 79% compared to June 30, 2023 •

Consolidated net profit: Euro 0.68 million compared to a consolidated net loss of Euro -0.02 million at 30 June 2023, up +4015%

  • Net financial position: Euro 0.68 million (cash positive) compared to Euro 1.0

Million as of December 31, 2023. Liquidity and cash equivalents amount to Euro 1.57 Million

Milan, 27 September 2024 - The Board of Directors of TMP Group SpA ("TMP" or the "Company"), an Italian tech-media company (listed on the Euronext Growth Milan market, ISIN Code IT0005531238, Ticker: TMP) specialized in the design and development of communication, advertising and digital marketing strategies, hybrid events and content, characterized by a high technological profile, met today under the chairmanship of Maria Teresa Astorino, and examined and approved the consolidated half-yearlyreport as of 30 June 2024, subject to limited audit.

The main consolidated economic and financial results as of June 30, 2024 are highlighted below.

Economic trend

The first half of 2024 was characterized by growth in the main economic indicators of the Group:

The consolidated value of production, equal to Euro 3.7 million at 30 June 2024, recorded an increase of 12% compared to the same period of 2023 (Euro 3.3 million) mainly following the revaluation of credit positions which determined the reduction of the provision for bad debts of Euro 0.63 million and the increase in operating contributions for Euro 0.43 million linked to the tax credit for expenses incurred for the listing on the stock exchange.

1

In the period under examination, consolidated revenues, equal to Euro 2.5 million, suffered a slight decrease (-

19% compared to June 30, 2023) due to the failure to convert some orders, with possible realization in the second half of the year.

The three divisions contributed to the result, as illustrated below:

  • the Technology area (web development, web 3 and metaverse) recorded a slight decrease in revenues of 8%, going from Euro 0.9 million at 30 June 2023 to Euro 0.8 million at 30 June 2024, corresponding to 33.0% of total consolidated revenues;
  • the Digital & Production area, the new "Prodigy"division (relating to podcast production, video branding, social media management, communication strategy development and performance marketing activities), recorded revenues of Euro 0.53 million at 30 June 2024 (-
    23% compared to June 30, 2023), corresponding to 21% of total consolidated revenues;
  • the Experience area (management of physical and digital events, exhibition service) recorded as of June 30th 2024 revenues of Euro 1.1 million, equal to 46% of total consolidated revenues, decreasing by 25% at 30 June 2023.

Consolidated EBITDA is equal to Euro 1.34 million, up 79% compared to the first half of 2023, costs for the half- year are equal to Euro 2.4 million compared to Euro 2.6 million in the first half of 2023.

The EBITDA margin, expressed as a percentage of revenues, is 52% at June 30, 2024 compared to 29% in the same period of the previous year. Consolidated EBITDA is affected by costs for services

for Euro 1.7 million, up 18% compared to 30 June 2023 due to the reclassification

within this item of some costs that in the first half of 2023 were reclassified within the item use of third party assets and personnel costs for Euro 0.59 million, -6% compared to Euro

0.63 million as of June 30, 2023. On the other hand, the item costs for the use of third-party assets is significantly reduced from Euro 0.33 million to Euro 0.02 million following the transfer of the lease of the Hangar21 space in Milan, and as indicated in the previous paragraph, following the reclassification of rental costs for customer events within the item costs for services.

Consolidated EBIT, equal to Euro 0.92 million (Euro 0.2 million at 30 June 2023), is in strong growth, equal to 313%, thanks to the revaluation of numerous devalued credit items, revalued on the basis of the collections received. The total of write-downs and amortizations is equal to 0.39 million, down 23% compared to 30 June 2023. It is emphasized that the amortization quotas refer to the investments made by the Company for the development of technological platforms

Musa NFT.io, Newty.io, and innovative solutions in the large event ticketing sector and the web 3.0 world. The write- downs of the credits derive from a careful and prudent reconnaissance of the positions

group'screditors and their degree of recoverability.

The Company'sconsolidated pre-taxresult is equal to Euro 0.86 million, a strong growth of 458% compared to the same period of 2023 (Euro 0.15 million).

The consolidated net profit for the period is equal to Euro 0.68 million (compared to a net loss consolidated by Euro -0.02 million at 30 June 2023, therefore growing by 4015%).

Asset and financial performance

The Group'sconsolidated Net Invested Capital as of 30 June 2024 amounts to Euro 5.3 million,

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compared to Euro 4.29 million on 31 December 2023 (+24%). The item includes working capital net of Euro 2.8 million (+ 25% compared to Euro 2.2 million at 31 December 2023) and an active fixed assets equal to Euro 2.7 million (+ 24% compared to Euro 2.2 million at 31 December 2023). The growth of consolidated fixed assets is mainly due to investments in

intangible assets in which development costs and digital platform costs have been recorded for Euro 0.7 million.

Consolidated Net Equity is equal to Euro 6.0 million as of June 30, 2024 (+13% compared to Euro 5.3 million as of December 31, 2023).

The consolidated Net Financial Position as of June 30, 2024 is (cash positive), equal to Euro - 0.68 million, versus Euro -1.03 (cash positive) million at 31 December 2023.

Cash and cash equivalents amounted to 1.6 million at June 30, 2024 versus 2.2 million at December 31, 2023.

Significant events that occurred during the financial year

The parent company has reorganized its internal structure by merging the digital division with the production division, creating the new

"Prodigy"division in order to optimize synergies between the individual divisions.

Therefore, the structure is currently composed of three divisions (prodigy, experience and tech).

In view of the updating and implementation of the Hangar 21 industrial concept, the need to maintain a stable production space active has disappeared, preferring geographical dislocation and maintaining the innovative and modular nature of the concept. This led to the change of operational headquarters of the parent company on 4 January 2024, thus leaving the spaces of Via Tortona 27 in Milan. This strategic choice will also have economic benefits by streamlining fixed costs, having a substantial benefit starting from 2024.

The sales structure has been strengthened by adding senior collaborators in the Experience and Prodigy areas who are contributing to an increase in qualified leads and potentially generated volumes. The results are visible in limited effect in S1 but a more significant effect is expected in S2.

In this sense, at the beginning of the semester the consortium held a kick-off meeting following the industrial partnership agreement with Beyond Srl.

In order to pursue growth and territorial geo-dislocation, in 2023 the Group participated in a call for tenders by the Sicily region as part of the "Connessioni"project, which involves the redevelopment of an abandoned area to create a Hub aimed at combining high technology, innovation, sustainability, capable of hosting and facilitating matching between national and international Start-ups. This call for tenders saw the Parent Company being selected among the winning companies and we are awaiting further bureaucratic formalizations that should be concluded during 2024. The concept of Hangar 21, owned by us, is configured in this context.

In 2024 the company participated in the Navigart call by the Lombardy Region, for the development of an innovative application for museums, was selected and is evaluating the next steps.

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The company received a favorable opinion from the MISE for the tax credit related to listing costs for a total of 402,000 Euros.

The parent company, also in order to optimize the costs related to being a listed company, has adjusted the partners.

Following the expiration of the three-year contract with the auditing firm EY, the assignment for the next 3 years has been entrusted to the company RSM, while the EGA has been replaced from Banca Profilo to CFO SIM, as well as the corporate broker and Specialist from Banca Profilo to Web Sim-Intermonte.

The Board of Directors saw the resignation of Director Laura Pedrinazzi and the appointment of Director and partner Basilio Antonino Scaturro as CFO.

The company also approved the launch of a buy-back program in the Shareholders'Meeting and the Board of Directors.

FOREIGN EXPANSION

For territorial expansion purposes, the Group has strengthened its collaboration in Spain, with Hub of Brands, as a business catalyst in the country and has entered into further agreements with leading international companies between Madrid and Barcelona.

It also continued its commercial collaboration with the Saudi company Event Zone, operating in KSA, and further contacts were initiated with other players operating throughout the Gulf basin in order to promote commercial and production activity in an increasingly central territory and a market with very high development potential.

An important collaboration has been started with the Japanese company Chukyo to generate relevant leads related to experience productions and tech activations for EXPO Osaka 2025.

Finally, the Group received a positive resolution regarding the SIMEST funds and is now in the process of completing the bureaucratic procedures.

Significant events after June 30, 2024

Start of second exercise period "Warrant TMP Group 2023-2025"

On 25 September the Company announced that the second of the three periods foreseen for the financial year of the "WarrantTMP Group 2023-2025", ISIN code IT0005531253 ("Warrant"),will open on 1 October 2024 and will close on October 31, 2024, including the initial and final terms. The Warrant holders will be able to request to subscribe for new compendium shares in the ratio of 1 Compendium Share every

n. 1 Warrant presented for exercise, at a price of Euro 11.50 for each Compendium Share

signed.

Foreseeable evolution of management

The market in which the Group interfaces is a market directly influenced by macro events that impact the needs and marketing strategies of customers, increasingly multinationals with global and non-georeferenced interests.

The shock produced by these crisis situations could be conveyed through three transmission channels: rising commodity and energy prices, bottlenecks in international trade and a decline in consumer and business confidence. A possible escalation towards other countries would have further significant implications for energy prices and consequently for the

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economic growth of the users of the Group'sservices. The Group constantly monitors the trends of external situations that may impact its performance, in order to activate the actions required for the maintenance and implementation of the business.

The Group believes that a possible beneficial effect in the second half of 2024 could be generated by potential orders linked to global events and happenings for which the Group is already active from a commercial and operational perspective with an advisory contract (Winter Universiade 2025) and on other international initiatives linked to the reference industries (Euro Roma 2024, Expo Osaka 2025).

DOCUMENTATION DEPOSIT

The documentation relating to the Consolidated Half-Yearly Report as of 30 June 2024, required by current legislation, will be made available to the public at the registered office of the Issuer as well as which by publication on the Company'swebsite www.tmpgroup.it, section "Investor-

Balance Sheets and Reports" in accordance with the law, as well as on the website www.borsaitaliana.it, Actions section/ Documents.

This press release is online at www.1info.it and on the Issuer'swebsite

www.tmpgroup.it in the "Investor- Price sensitive press releases " section.

About TMP Group

TMP Group SpA is an Italian tech-media company founded in 2012 and specialized in the design and development of strategies of communication, advertising and digital marketing, hybrid events and contents, characterised by a high technological profile.

It supports companies through operational areas - Prodigy, Experience and Technology - paying constant attention to

innovation, creativity and new media, investing in talent, in the most advanced technological platforms and in the Metaverse and NFT blockchain sector. It has 4 operational offices in Italy - in Milan, Turin and Rome - in addition to important commercial partnerships in London and Tokyo. The team is made up of 30 resources, average age 30. It boasts a very diversified client portfolio, of national and international brands, key players in their respective sectors. In 2021 it founded Hangar21, a digital production factory ecosystem located in Milan, and scalable everywhere, dedicated to the conception, development, production and dissemination of digital and creative content through the most modern technologies and which encompasses the entire communication chain. As of 30 June 2024, TMP Group achieved a production value of 3.7 million

of Euro, revenues of 2.5 million and EBITDA of 1.3 million Euro.

Contacts

Investor Relations

Roberto Rosati

Email: investor.relator@tmpgroup.it

T: +39 02 8719 6846

Euronext Growth Advisor

CFO SIM

ecm@cfosim.com | +39 023034339

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Interim consolidated financial statements 2024

BALANCE SHEET - ASSETS

Amounts in Euro

30-Jun-24

31-Dec-23

B - FIXED ASSETS

BI - Intangible Assets

BI.1 - installation and expansion costs BI. 2 -

1.442

2.013

development costs

130,572

156,600

BI.3 - Industrial patent rights and intellectual property rights

1,131,608

647.760

BI.6 - Fixed assets in progress and advances

522,534

382.313

BI.7 - other intangible assets

592.907

667.867

Total intangible assets (I)

2.379.063

1,856,553

BII - Tangible Fixed Assets

BII.1 - land and buildings

185.202

188.969

BII.2 - Plants and machinery

1.513

1.718

BII.3 - Industrial and commercial equipment

6.588

7.159

BII.4 - other goods

52.843

54.394

Total tangible fixed assets (II)

246.146

252.240

BIII - Financial Fixed Assets

1) participations in:

d. bis - other companies

60,000

60,000

Total financial assets (III)

60,000

60,000

TOTAL FIXED ASSETS (B)

2.685.208

2,168,793

of which over

of which over

C - CURRENT ASSETS

the exercise

the exercise

CII - Credits

CII.1 - towards customers

3.948.370

4,339,558

CII.2 - towards controlled companies

0

0

CII.5-bis - tax credits

0

467.530

64,280

400.118

CII.5-quater - towards

0

3.371

42,500

251.357

others Total Credits (II)

4,419,271

4,991,033

CIII - Financial assets that are not fixed assets

CIII.6 - Other titles

1,182,591

1,182,591

Total financial assets not constituting fixed assets (III)

1,182,591

1,182,591

CIV - Liquid assets:

CIV.1 - bank and postal deposits

384.121

1,026,539

CIV.3 - cash and valuables in cash

799

945

Total Liquid Assets (IV)

384.920

1,027,484

TOTAL CURRENT ASSETS (C)

5,986,782

7.201.108

D - ACCRUALS AND PREPAID EXPENSES

403.444

78.153

TOTAL ASSETS

9.075.434

9.448.052

BALANCE SHEET - LIABILITIES

Amounts in Euro

30-Jun-24

31-Dec-23

A - NET WORTH

AI - capital

AIV - legal reserve

AVI - other reserves

AVI.1 - extraordinary reserve

AVI.1 - consolidation reserve

AVI.1 - overcharge reserve

AIX - profit (loss) for the financial year

TOTAL GROUP NET EQUITY

Third party capital and reserves

Third party profit / (loss)

TOTAL THIRD PARTY NET EQUITY

TOTAL CONSOLIDATED SHAREHOLDERS'EQUITY (A) B - FUNDS FOR RISKS AND CHARGES

B.4 - others

TOTAL RISKS AND CHARGES FUNDS (B) C - END OF EMPLOYMENT PAY

D - DEBTS

D.4 - Debts to banks

D.6 - advance payments

D.7 - Debts to suppliers

D.9 - debts to controlled companies

D.12 - Tax debts

D.13 - Debts to social security and welfare institutions

D.14 - other debts

TOTAL DEBTS (D)

E - ACCRUED EXPENSES AND DEFERRED INCOME

TOTAL LIABILITIES

Interim consolidated financial statements 2024

715,600

715,600

100,000

100,000

4,511,556

1,596,880

1,548,890

466.494

47.990

4.045.062

4,096,400

677.812

-1.181.726

6,004,969

5.327.154

0

0

6,004,969

5.327.154

62,632

0

62,632

0

98.800

115.054

of which over

of which over

the exercise

the exercise

534.861

889.366

720.782

1,170,294

0

0

760.348

1,834,560

0

0

771.444

701.796

24,625

89.454

215.191

177,870

2.660.974

3.973.974

248.059

31.870

9.075.434

9.448.052

PROFIT AND LOSS ACCOUNT

Amounts in Euro

Exercise 06/30/2024 Exercise 06/30/2023

A - PRODUCTION VALUE

A1 - Revenue from sales and services

2,507,778

3.107.228

A3 - increases in fixed assets for internal works

140.221

202.313

A5 - other revenues and income

1,067,246

5.312

- Operating contributions

431.453

5.312

- Other revenues and income

635.793

0

TOTAL PRODUCTION VALUE (A)

3.715.245

3.314.853

B - PRODUCTION COSTS

B6

- for raw materials, supplies, consumables and goods

669

15.381

B7

- for services

1,704,024

1,447,587

B8

- for enjoyment of third party assets

26,630

333,665

B9

- for staff:

589.904

628.149

B9a - wages and salaries

477.589

476.266

B9b - social charges

107.133

123.090

7

Interim consolidated financial statements 2024

B9c - severance pay

2.040

27.945

Bxc - other personnel costs

3.142

848

B10 - Depreciation and amortization

393.737

511.468

B10a - Amortization of intangible assets

331.528

196.059

B10b - Depreciation of tangible fixed assets

13.130

12,606

B10d - write-downs of receivables included in assets

49.078

302.803

working capital and liquid assets B12 -

provisions for risks B14 -

0

188

miscellaneous management

79.027

155.210

costs TOTAL PRODUCTION COSTS (B)

2.793.991

3.091.647

DIFFERENCE BETWEEN VALUE AND COST OF PRODUCTION (AB)

921.255

223.206

C - FINANCIAL INCOME AND EXPENSES

C17 - interest and other financial charges:

-63.054

-69.497

C17e - towards others

-63.054

-69.497

C17bis - (profits) / losses on exchange rates

0

0

TOTAL FINANCIAL INCOME AND EXPENSES (15+16-17-17bis)

-63.054

-69.497

EARNINGS BEFORE TAXES (A-B+/-C+/-D)

858.201

153.710

20 - Income taxes for the financial year

180.388

171.022

- taxes relating to previous financial years

0

23578

- current taxes

180.388

147,444

21 - PROFIT (LOSS) FOR THE YEAR

677.812

-17.312

8

FINANCIAL STATEMENT

Amounts in Euro

A. Cash flows from operating activities (indirect method)

Profit (loss) for the financial year

Income Tax

Passive interest/(active interest)

(Capital gains)/losses arising from the sale of assets

1. Profit (loss) for the financial year before income taxes, interest, dividends and capital gains/losses on disposals

Adjustments for non-monetary items that have not had a counterpart in net working capital

Provisions/(reversals) of funds

Depreciation of fixed assets

Other write-downs of fixed assets

Total adjustments to non-monetary items

2. Cash flow before changes in the current account

Changes in net working capital

Decrease/(increase) in trade receivables vs. third party net customers

Decrease/(increase) of credits towards controlled companies

Increase/(decrease) of debts to third party suppliers

Decrease/(increase) in accrued income and prepaid expenses

Increase/(decrease) in accrued liabilities and deferred income

Increase/(decrease) in debts to subsidiaries

Other changes in net working capital

Total adjustments to changes in net working capital

3. Cash flow after changes in the ccn

Other corrections

Interest collected/(paid)

(Income taxes paid)

(Use of Funds)

Total cash flow adjustments

Cash flow from operating activities (A)

Interim consolidated financial statements 2024

Exercise 06/30/2024 Exercise 12/31/2023

677.812-1.181.726

180.388234.054

63.054141.238

-

-

921.254-806.434

2.04053.061

344,658698.472

37,776

346.698789.309

1,267,953-17.125

391.187-945.016

0

0

-1.099.291202.665

-325.291-75.876

216.189-10.624

0

0

41.851331.292

-775.354-497.559

492.598-514.684

-63.054-141.238

-74.238-609.588

-16.254-36.470

-153.546-787.296

-1.301.980

339.053

B. Cash flows from investing activities

Tangible fixed assets

(Investments)

Divestments

Intangible assets

(Investments)

Divestments

Financial fixed assets

(Investments) other securities

Business acquisitions net of cash and cash equivalents

Cash flow from investing activities (B)

-7.036-28.430

-854.038-1.588.890

0

0-1,182,591

-861.074-2.799.911

C. Cash flows from financing activities

Third party media

Increase (decrease) in short-term debt to banks and other financial institutions

-283.174

-23.744

Start of financing

Turning on/(Refund) financing

Own means

Paid capital increase

Cash flow from financing activities (C)

Increase (decrease) in liquid assets (A ± B ± C ± D)

Cash and cash equivalents as of January 1, 2024

of which:

  • bank and postal deposits
  • cash and valuables in the cash register

Liquid assets as of 06/30/2024

of which:

  • bank and postal deposits
  • cash and valuables in the cash register

Interim consolidated financial statements 2024

350,000

162,631-257.840

04,312,000

-120.5434.380.416

-642.564278,525

1,027,484748.959

1,026,539747.984

945975

384.9201,027,484

384.1211,026,539

799945

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