NUROSOFT : Neurosoft BoD Approves 2020 Annual FS and Fintech Segment Spin Off – 19/04/2021

Iraklio, Attica, April 19th, 2021

Press Release

Board of Directors of Neurosoft S.A. approves

2020 Annual Financial Statements and its intention to spin off Fintech & Analytics

Segment

• Consolidated Revenues amounted to € 14,73 million in 2020 (€14,90 million in 2019)

• Gross Profit in 2020 amounted to €0,62 million (€1,30 million in 2019)

• EBITDA in 2020 amounted to € (0,92) million (€ (0,28) million in 2019)
• EBIT in 2020 amounted to € (2,76) million (€ (2,88) million in 2019)
• Net Profit in 2020 amounted to € (2.62) million (€ (2,62) million in 2019)
• Total equity structure verifies article 119 par. 4 of L. 4548/2018. The Company's main shareholder is committed to enhance Neurosoft capital structure in case of need

Iraklio, Attica, April 19, 2020 - The Board of Directors of Neurosoft S.A., a fully integrated ICT Company with Software Development, System Integration and Information Technology Security Capabilities, traded on Milan's AIM Italia market (GRS802003004,Reuters NRST.MI,Bloomberg NRST:IM), has Banca Intermobiliare SpA as its Nominated Adviser, met today and:

1. 1. approved Neurosoft's Consolidated Annual Audited Financial Statements (including the results for its subsidiaries, Neurosoft Cyprus Ltd, Daedalus FZO, Neurosoft Romania Srl and Neurosoft Cyber and Analytics Ltd) for the year ended December 31st, 2020. Neurosoft,
   2. approved its intention to proceed to the spin off of the FINTECH sector. The Demerger will be effected through the spin-off of the FINTECH sector of the Company, which shall be a wholly owned (100%) subsidiary of the Demerged Entity [Neurosoft]. Upon completion of the Demerger, the Demerged Entity [Neurosoft] will retain assets, liabilities and activities, whilst its shares will remain listed on the AIM Milan Italy Stock Exchange.
   3. Invites the Shareholders of the Company to an Extraordinary General Meeting on Monday, May 21st , 2021, at 10:00 am, at the registered offices of the Company, 466 Irakliou Avenue & Kiprou str., Iraklio Attikis, to discuss and pass a resolution on the Daily Agenda items stated in Item 3 below.
2. FINANCIAL STATEMENTS 2020

"Year 2020 brought challenges and activity disruptions that forced us to operate in uncharted waters. The global COVID-19 pandemic has resulted in widespread lockdowns and economic uncertainty, that affected our major partners and therefore our company.

Despite the adversities, we managed to preserve our Revenues and to move swiftly to right-size our business by purging and strengthening our balance sheet and lowering capital spending.

Our teams showed resilience and adaptability to the new conditions, allowing us to look ahead to the rest of 2021 with optimism, and we are aiming to put us back on track as the economy gradually recovers." Stated

Epameinondas Paschalidis, Chief Executive Officer of Neurosoft S.A

2020 Neurosoft Group Consolidated Performance

The FY 2020 ended with consolidated revenues equal to € 14,73 million continuing last year's upturn. The revenue stability is considered a great "win" during tough economic times and it is built on the Company's effort to meet the customer's needs such as safety, security and feeling of trust.

EBITDA (dropped to € (0.92)) was impacted by economic meltdown, non-recurring effects, and economic consequences of Covid-19 pandemic.

Moreover, in the year ended 31 December 2020, the following impairment charges were recognized

• €0.30 to Goodwill with respect to Neurosoft Cyprus,
• €0.26 with respect to the intangible assets of Neurosoft SA and
• €0.55 with respect to slow-moving inventory write down.

Additionally, as of December 31, 2020 the Group and the Company have positive working capital of €900,772 and €893,182 respectively, as well as, sufficient undrawn borrowing facilities that can be utilized if needed. The Company's main shareholder is committed to enhance its capital structure in case it is deemed necessary, for at least within the next 12 months from the approval of Financial Statements.

Article 119 par. 4 of L. 4548/2018

As of December 31, 2020, the Group's and Company's total equity is less than half (½) of the share capital ( pursuant to article 119 par. 4 of L. 4548/2018) and the Company is evaluating the appropriate necessary steps and actions that have to be taken within the next 12 months following the provisions of article 119 par. 4 of L. 4548/2018 . The Company's main shareholder is committed to enhance its capital structure in case it is deemed necessary, for at least within the next 12 months from the approval of Financial Statements.

Anticipated course and Company's development for the year 2021

Based on the up-to-date estimations for 2021 there is cautious optimism regarding the achievement of the economic objectives, despite the clearly difficult financial circumstances that continue to dominate the

domestic market and economy. The Company will continue to invest in added value technological products and solutions in 2021, in line with the requirements of our times, which are expected to yield a dynamic response in the targeted markets, while in the meantime it will focus on further enhancing its extroversion. In any case, taking into consideration the overall liquidity that prevails, the future cannot be predicted with accuracy. The extremely dynamic sectors of Systems Engineering and Cyber Security allow the diversification of its portfolio on the one hand, and cross synergies on the other that were not fully in-place in the previous years. The Company's unique selling point will be its E2E capacity to design, implement, maintain and operate ICT infrastructures providing high-end services from Systems to Field to Cyber. The strategy of the Company will be international expansion (going East) for Fintech and its Proxima+ ecosystem following the acquisition of the UAE entity and focus on the home market (Greece and Cyprus) for our Systems Engineering business. To this end the Company's strategy is to proceed with the spin off of the Fintech Segment (including Proxima+ ecosystem) by incorporating a new entity as a 100% affiliate with the purpose of providing this segment the flexibility to expand to new markets. As far as Cyber is concerned, we can provide our core services without any geographical limitations, Angel being a great example, having as a priority to serve our international clients across all their subsidiaries. However due to COVID-19, as described in Section H the Company's business development may be adjusted to the pandemic conditions.

COVID-19 impact

The coronavirus (COVID-19) emerged as a global pandemic in the first quarter of 2020 and has affected business and economic activity around the world, including Greece and Cyprus. The Company responded quickly with a focus on the safety and well-being of its employees, customers and partners and has not suspended its activities, although some business activities have been limited depending on the suspension of certain customers' activities. Neurosoft implemented robust business continuity plans and took actions on its cost structure to preserve liquidity in the current environment. Based on current data, the Company's financial performance was not significantly affected during the year ended December 31, 2020.

Additionally, the Company took advantage of limited government supporting measures, such as tax reliefs or tax offset advantages and rent reduction payments to strengthen its liquidity. The Company has implemented a cross functional, company-wideCOVID-19 response team focused on addressing the impact of the global pandemic on our employees, customers, liquidity, financial position and continuity of services. The Company has implemented travel restrictions, remote working and specific health and safety measures. Neurosoft has also introduced a number of cost and capital expenditure reductions; as well as actions to increase liquidity and flexibility with a focus on effective working capital management.

The rapid increase of cases of COVID-19 pandemic in our country, since the beginning of October 2020, led the Government to impose a lockdown and restrictive measures to protect the health of citizens, to achieve the prevention of the increase of cases and to decompress the National Health System. The restrictive

measures for the whole country started on November 7, 2020 and are still in force. The magnitude of the impact on the economy cannot be accurately determined at this stage as we do not know how long the restrictive measures will last. To counter the health and economic aspects of the pandemic, governments have launched mass vaccination schemes currently in progress with the stated aim to cover the entire eligible population. In countries where vaccination population coverage has progressed, early signs are that it positively affected the severity of infections in terms of hospitalizations and symptoms experienced.

As the lockdown remains still in effect, 2021 carries a material degree of uncertainty and the Company cannot be certain how broad its effect will be in the progress of our business development strategy and on the Company's financial condition, liquidity, results of operations or cash flows.

For all the aforementioned reasons the Company has implemented a cross functional, company-wideCOVID-19 response team focused on addressing the impact of the global pandemic on our employees, customers, liquidity, financial position and continuity of services. The Company has implemented travel restrictions, remote working and specific health and safety measures. Neurosoft has also introduced a number of cost and capital expenditure reductions; as well as actions to increase liquidity and flexibility with a focus on effective working capital management. The Company continues to monitor the extent of the coronavirus (COVID-19) global pandemic and its impact on the business, financial condition, liquidity, results of operations, and cash flows. The Management expects that the Company will be enabled to meet the financing costs and working capital needs, and its ability to continue as going concern will not be affected.

Important related party transactions

Related parties transactions have been identified based on the requirements of IAS 24 "Related Party Disclosures" and Neurosoft procedure for Transaction with Related Parties and are presented in the Financial Statements accordingly.

During the 2020, the related party transactions referring to provision of Neurosoft services in the normal course of business, were equal to 8,1 million euro. The Company has adopted the rules provided by the applicable legislation and AIM rules. In particular, these transactions took place at arm's length (market conditions basis), within the case of exclusion pursuant to art. 2, lett. e) of Neurosoft Procedure for Transaction with Related Parties and in compliance with art. 7, lett. c) of AIM Italia Provisions on Related Party Transactions.

General Outlook of Business Development

Fintech offering ecosystem evolution: 2020 was a crossroad year resulting into getting Emirates NBD Payables module live in September, on time and budget, the largest multinational client the Unit had which included Proxima+, Tesla Radius, Self-Onboarding module and Ergodicity Machine Learning module. It was also a year that although hindered by the pandemic, the delivery teams, with the early adoption of cloud

technologies, showed resilient and adaptability to the new environment. At the same time the company completed the dynamic discounting implementation including early payments and extended terms as well negotiation model. The Dynamic Discounting platform - CONFIRM is based now on open Blockchain technology (Hyperledger fabric) and Open DB architecture allowing its deployment to any standard Cloud infrastructure such as Azure and AWS. No further development is foreseen on the gaming side, but technology, know-how and engineering capacity have been fully migrated in the fintech ecosystem. The Company is planning to separate this Fintech segment through a spin off which will be contributed to a new company that will be incorporated with the Company holding the 100% of the share capital. This action will provide Fintech segment with the flexibility to expand.

Cyber Security offering evolution: On the Cyber Defense side, 2020 efforts were focused on the enhancement of our core solutions Angel, Illicium and Neutrify, which are all already interoperable. Angel v2.0 was successfully introduced incorporating the latest version of Illicium and Vulnerability Assessment features leading to a commercial success exceeding the initial forecast. Illicium, embedded in both Angel and Neutrify, was marketed in existing and new customers adding significant value to our offering lines. New feature design and enhanced reporting development have started in Q4 and are expected to be in production by mid-2021. In a continuous effort to excel in Cyber Defence, a Threat Intelligence monitoring has been developed in Q2 and commercially launched in September. Neurosoft's advanced Threat Intelligence service consists of processes for collecting, producing and disseminating tactical and strategic intelligence, continually augmented with timely situational awareness by the use of proprietary tools and high-end platforms. The value of the services has been successfully demonstrated to the market through several Threat Intelligence assessments that will definitely lead to monitoring contracts in early 2021. Having IoT and OT networks already in a modern environment, Neurtify had to be ready to extend monitoring and analytics capacity to cover the evolving needs for Cyber defence. Development and integration of technology, platform, processes, and policies in our SOC services were concluded in Q4. Finally, RedyOps Labs were introduced Q2 with an initial goal to identify and report vulnerabilities to Tier- 1 and Tier-2 vendors. Research results were outstanding with 100% of our reports confirming valid vulnerabilities, 8 CVE numbers published until now while we achieved the BugCrowd MVP status. Not all of our research is going public, giving additional value to our Blue and Red teams.

Systems Engineering Infrastructure-as-a-Service (IaaS) evolution: The Enterprise Link offering has received positive feedback from the Company's Customer base, and we have managed to position the service in certain major accounts. However, because of the pandemic we have seen postponement of deployment plans because of the overall retail slowdown. The IaaS business paradigm that has overwhelmed the IT global landscape seems to be gaining ground on Branch Networking as well. Enterprise Link evolution from SD-WAN to SD-Branch, albeit strategically planned from the beginning, was simply accelerated as an offering to Customers. There is a breadth of additional technological elements that have already been added to the Service, namely Wired and Wireless (LAN / WLAN) local Networks as-a-Service together with