Openjobmetis

Declaration of Voting Results & Voting Rights Announcements • Jan 5, 2023

Excerpt from shareholders' agreement in accordance with Article 122 of Italian Legislative Decree no. 58 of 24 February 1998 (Consolidated Law on Finance or "TUF") containing the essential information in accordance with Article 130 of Consob Regulation no. 11971 of 14 May 1999, as amended (the "Issuers' Regulation")

Updated to 05 January 2023.

OPENJOBMETIS S.P.A. AGENZIA PER IL LAVORO

On 13 July 2020, Omniafin S.p.A. with registered office in Milan, via Giuseppe Pozzone no. 5, Taxpayer ID Number and Registration Number with the Register of Companies of Milan 03223710157, VAT Number 11109720158 ("Omniafin") and MTI Investimenti S.r.l. with registered office in Milan, viale Premuda no. 46, Taxpayer ID Number and Registration Number with the Register of Companies of Milan 92031510123, VAT Number 11266970968 ("MTI Investimenti" and, jointly, the "Parties") proceeded to (i) terminate early, as of 13 July 2020, the shareholders' agreement that was signed between the same on 12 November 2015 with a duration of three years from 3 December 2015 and automatically renewed for a further two years until I December 2020 (the "2015 Shareholders' Agreement"), concerning their shareholding in Openjobmetis S.p.A. - Agenzia per il Lavoro, with its registered office in Milan, via Assietta no. 19, Taxpayer ID Number, VAT Number and Registration Number with the Register of Companies of Milan 13343690155 (the "Company" or "Openjobmetis") and (ii) signed a new shareholders' agreement ( the "2020 Agreement" or "2020 Shareholders' Agreement") focused on regulating certain specific aspects concerning their shareholding in the Company, with particular reference to the appointment of corporate bodies. On 22 March 2021, Omniafin and MTI Investimenti reached an agreement according to which they agreed to partially and within given limitations derogate certain dispositions contained in the 2020 Agreement, with exclusive reference to the renewal of the Company's administrative body by the Shareholder's Meeting held on 30 April 2021. The agreement was formalised, by exchange of correspondence, in a letter (the "Derogation Letter") that was signed for acceptance by MTI on 22 March 2021.

With respect to what was previously published on 04 January 2022, the situation regarding the number of shares and voting rights – as bound by the 2020 Agreement – has been changed as a result of:

• (i) the increase of voting rights occurred during year 2022 referred to press releases issued on 7 March 2022 (Regulated Information no. 1803-31-2022/ 1803-32-2022), on 6 May 2022 (Regulated Information no. 1803-76-2022 / 1803-77-2022), on 7 July 2022 (Regulated Information no. 1803-119-2022 / 1803-120-2022), on 7 September 2022 (Regulated Information no. 1803-140-2022 / 1803-141-2022) and on 7 November 2022 (Regulated Information no. 1803-163-2022 / 1803-164-2022);
• (ii) Omniafin's purchase of total no. 24,173 Company shares, through transactions executed from 15 December 2022 to 28 December 2022 (see Regulated Information no. 1803-187-2022, 1803-190-2022 e 1803-191-2022).

A description of the main provisions of the 2020 Shareholders' Agreement in accordance with Article I22 of the TUF and of Article 130 of the Issuers' Regulation is provided below.

A. COMPANY WHOSE FINANCIAL INSTRUMENTS ARE THE SUBJECT OF THE SHAREHOLDERS' AGREEMENT

Openjobmetis S.p.A. Agenzia per il Lavoro, with registered office in Milan, via Assietta no. 19, Taxpayer ID Number, VAT Number and Registration Number at the Register of Companies of Milan I3343690I55.

B. TYPE OF AGREEMENT

The 2020 Shareholders' Agreement constitutes an agreement regulating voting rights in accordance with Article I22, Paragraph I of the TUF.

C. PARTIES AND FINANCIAL INSTRUMENTS CONTRIBUTED TO THE SHAREHOLDERS' AGREEMENT

The following table shows the number of ordinary shares and voting rights held by each Party and bound by 2020 Shareholders' Agreement as well as the percentage represented by such shares and voting rights with respect (i) to the total number of the shares representative of the share capital of the Company and to the total number of the shares bound by 2020 Shareholders' Agreement, as well as, (ii) to the total number of the voting rights exercisable at the general meeting and to the total voting rights bound by 2020 Shareholders' Agreement. The table shows the situation updated as at 05 January 2023.

Shareholder	No. of the voting rights bound by the 2020 Shareholders' Agreement	% of the voting rights of the total outstanding voting rights	% of voting rights of the total voting rights bound by the 2020 Shareholders' Agreement	No. of the shares bound by the 2020 Shareholders' Agreement	% of shares of total share capital	% of shares of total shares bound by the 2020 Shareholders Agreement
Omniafin	4,909,405	25.497	78.254	2,466,789 (*)	I7.990	78.182
MTI Investimenti	1,364,294	7.086	21.746	688,397 (**)	5.020	2I.818
Total	6,273,699	32.583	100	3,155,186	23.010	100

(*) of which no. 2,442,616 shares with increased voting rights.

(**) of which (i) no. 675,897 shares with increased voting rights, (ii) no. 12,500 shares without increased voting rights and given by MTI to Equita SIM S.p.A., in its capacity as a specialist operator pursuant to Art. 2.3.5. of the Regulations for markets organized and managed by Borsa Italiana S.p.A.

All the shares and voting rights held by each Party are bound by the 2020 Shareholders' Agreement. The provisions of the 2020 Shareholders' Agreement shall also apply with reference to the

Company's shares of which Omniafin and/or MTI Investimenti should become direct or indirect holders in the course of the duration of the 2020 Shareholders' Agreement.

None of the Parties exercises, by virtue of the 2020 Shareholders' Agreement, control over the Company, in accordance with Article 93 of the TUF.

D. CONTENT OF THE SHAREHOLDERS' AGREEMENT

D.1 CORPORATE BODIES

The 2020 Shareholders' Agreement regulates the mechanisms for designating the members of the Board of Directors and of the Board of Statutory Auditors of the Company, setting forth an undertaking for the Parties to submit a single list in the occasion of the appointment and of the renewal of each of the corporate bodies, as well as to vote for said list with all the shares the Parties will hold as at the date of the related resolution.

D.l.l Designation of the members of the Board of Directors

Appointments

The Parties have undertaken to do everything in their power to ensure that, to the extent permitted by law, the Company is managed by a Board of Directors consisting of 9 (nine) directors appointed in the following manner on the basis of the list voting mechanism prescribed in the Articles of Association of the Company.

On the occasion of the appointment of the Board of Directors, the Parties undertook to submit a single list of 9 (nine) candidates, designated as follows, in any case in compliance with the provisions of the law and the Articles of Association applicable, including with regard to gender balance:

(i) 5 (five) directors, including 2 (two) directors who fulfil the independence requirements prescribed by TUF and by the Corporate Governance Code for listed companies approved by the Corporate Governance Committee and promoted by Borsa Italiana S.p.A. (the "Corporate Governance Code"), shall be designated by Omniafin;

(ii) 3 (three) directors, including I (one) director who fulfils the independence requirements prescribed by the TUF and by the Corporate Governance Code, shall be designated by MTI Investimenti; and

(iii) I (one) director, who will be placed in ninth place on the list, who fulfils the independence requirements of the TUF and the Corporate Governance Code, shall be appointed by mutual agreement between Omniafin and MTI Investimenti.

As a partial and limited derogation of the provisions contained in the 2020 Agreement, the Derogation Letter required that, with reference to the Shareholder's Meeting held on 30 April 2021, the Parties proposed that the Board of Directors be composed of 10 (ten) directors. To this end, the Parties had undertaken to present a single list of 10 (ten) candidates, exclusively for the shareholder's meeting called for 30 April 2021, designated in accordance with the provisions contained in the 2020 Agreement as outlined earlier.

The Parties will agree in advance on the number of candidates of the less represented gender to be designated by each Party, it being understood that, in the event the Parties cannot reach an agreement that the top 8 candidates on the list include candidates of the less represented gender in the minimum number required by applicable law in force at the time, each Party will nominate candidates of the less represented gender in proportion to the total number of directors designated by each Party pursuant to points (i) and (ii) above, rounded off by Omniafin.

Offices

The Parties undertake to do everything in their power to ensure that, to the extent permitted by law, at the first meeting of the Board of Directors following the appointment and without prejudice to the current powers reserved for the Board of Directors:

(i) Marco Vittorelli is appointed Chairman with the same powers as those granted to him at the date of the 2020 Shareholders' Agreement;

(ii) Rosario Rasizza is appointed Managing Director with the same powers as those granted to him at the date of the 2020 Shareholders' Agreement;

(iii) two Vice Chairmen are appointed, the first identified as Biagio La Porta and the second provided by Omniafin from among the directors appointed by them, whose name will be proposed in sufficient time for his/her appointment.

Co-optation

If one or more directors designated by one of the Parties should terminate the office, for whatever reason, each Party undertakes to do everything in its power to ensure that, within the limits allowed by law, the director or directors that will replace him/her or them is, or are, appointed by the general meeting of the Company (and before this, at the time of co-optation by the Board of Directors) in the persons indicated by the Party that had originally designated the director or the directors who terminated the office and to the same (or to another director indicated by the Party that had previously appointed the person replaced) are conferred any powers or positions already held by the director who terminated office.

D.I.2 Designation of the members of the Board of Statutory Auditors

Appointments

The Parties have undertaken to (i) do everything in their power to ensure that, for the entire duration of the 2020 Shareholders' Agreement, the Company's Board of Statutory Auditors is composed of 3 (three) standing members and 2 (two) alternate auditors, and, (ii) to submit, at the time of the appointment of the Board of Statutory Auditors, and vote in favour of a single list of candidates designated as follows, in any case in compliance with the provisions of the law and the Articles of Association applicable, including with regard to gender balance:

(i) I (one) standing auditor placed first in the Standing Auditors section of the single list, who if no list other than that of the Parties is submitted - will be appointed Chairman, I (one) standing auditor placed third in the Standing Auditors section of the single list and I (one) alternate auditor placed first in the Alternate Auditors section of the single list will be appointed by Omniafin;

(ii) I (one) standing auditor placed second in the Standing Auditors section of the single list and I (one) alternate auditor placed second in the Alternate Auditors section of the single list shall be appointed by MTI Investimenti.

The Parties shall agree adequately in advance on the number of candidates of the less represented gender to be designated by each Party so that the same Party shall indicate both the standing auditor and the alternate auditor of the less represented gender so that in case of withdrawal or termination for any reason of the standing auditor of the less represented gender, such auditor shall be replaced by the alternate auditor of the same gender nominated by the same Party. It is understood that, in the event that the Parties cannot reach an agreement allowing the above, MTI Investimenti shall nominate one standing auditor and one alternate auditor of the less represented gender.

E. DURATION

Termination of 2015 Shareholders' Agreement

The Parties terminated the 20I5 Shareholders' Agreement between them effective II:59 p.m. on I3 July 2020.

Duration of 2020 Shareholders' Agreement

The 2020 Shareholders' Agreement shall be effective for three years, starting at 00.00 a.m. on I4 July 2020 and ending at II:59 p.m. on I3 July 2023 and, on its natural expiry date, shall be automatically renewed for a further 3 (three) years, unless notice of termination is given by one of the Parties to the other at least 6 (six) months before the natural expiry date.

The Derogation Letter was effective up to the date of the renewal of the Board of Directors as deliberated by the Shareholders' Meeting held on 30 April 2021.

Early termination

If within the term of the 2020 Shareholders' Agreement the shareholding held by Omniafin in the share capital of Openjobmetis should fall below 8.9% or the shareholding held by MTI Investimenti in the share capital of Openjobmetis should fall below 2.5%, the 2020 Shareholders' Agreement shall be automatically terminated.

F. FILING WITH THE REGISTER OF COMPANIES

The 2020 Shareholders' Agreement was filed with the Register of Companies of Milan on 16 July 020. The Derogation Letter was filed with the Company Register of Milan on 26 March 2021.

This document is published on the Company's website at www.openjobmetis.it, in the "Corporate Governance/Shareholders' Agreements" section and on the eMarket STORAGE mechanism at .

Milan, 05 January 2023