CONVOCATION OF ORDINARY AND EXTRAORDINARY MEETING Supplement and amendment to the notice of meeting published on May 16, 2025

The Tessellis S.p.A. Shareholders' Meeting (the Company) is convened for June 27, 2025, at 12 noon (single call), at the Company's registered office in Cagliari, Località Sa Illetta SS 195 km 2.3, to deliberate on the following

AGENDA

ORDINARY PART

1. Budget as of December 31, 2024
a. Approval of budget documentation.

b. Allocation of loss for the year - referral to item 4 on the agenda of the Meeting In extraordinary session.

Report on remuneration policy and compensation paid
a. Binding resolution on the first section (remuneration policy 2025).
b. Non-binding resolution on the second section (compensation 2024).
Appointment of the Board of Directors (as per the notice of meeting dated 5/16/2025):
a. Determination of the number of members of the Board of Directors;
b. Determination of the term of office of the Board of Directors;
c. Appointment of the members of the Board of Directors;
d. Appointment of the Chairman the Board of Directors;

e. Determination of the compensation of the members of the Board of Directors.

EXTRAORDINARY PART

Resolutions pursuant to Article 2446 of the Civil Code.

a. Reduction of the share capital pursuant to Article 2446 of the Civil Code for losses for the year exceeding 1/3 in the amount of 101,909,082.61 euros, without cancellation of shares.

b. Consequent amendment of Article 5 of the bylaws.

Delegation of authority to the Board of Directors pursuant to Articles 2441 and 2443 of the Civil Code.

a. Delegation of powers to the Board of Directors, to be exercised on one or more occasions within 30 months from the date of the shareholders' meeting resolution, for a maximum amount of Euro 40,000,000.00 including share

TESSELLIS

premium: (i) to increase the share capital for cash, in divisible form, pursuant to Article 2443 of the Civil Code, also with the exclusion or limitation of option rights pursuant to Article 2441, paragraphs 4, 5 and 8 of the Civil Code, including through the issuance of shares to be reserved to service incentive programs based on the allocation of financial instruments in favor of directors, employees and collaborators of the Company, identified by the Board of Directors against specific lock-up commitments by the latter; and (ii) to issue bonds convertible into ordinary shares of the company pursuant to Art. 2420-ter of the Italian Civil Code, together with the power to approve the related capital increase to service the conversion, including with the exclusion or limitation of option rights pursuant to Article 2441(5) of the Italian Civil Code.

b. Consequent amendment of Article 5 of the Articles of Association.

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Designated representative

Pursuant to the provisions contained in Article 106 of Decree Law No. 18 of March 17, 2020, converted with amendments into Law No. 27 of April 24, 2020, as amended and supplemented as last extended by Law No. 15 of 21/02/2025, attendance at the Shareholders' Meeting by those entitled to attend may be exclusively through the representative designated by the Company pursuant to Article 135-undecies of Legislative Decree No. 58/98 (the "Designated Representative"). Accordingly, the Company has appointed Computershare S.p.A. - with offices in Turin, via Nizza 262/73, 10126 - as the Designated Representative. Shareholders wishing to attend the Shareholders' Meeting must therefore give the Designated Representative a proxy with voting instructions, on all or some of the proposed resolutions related to the items on the agenda.

The proxy pursuant to Article 135-undecies of Legislative Decree No. 58/98 (TUF) to the Designated Representative is effective only for proposals in relation to which voting instructions are given and is conferred by completing and signing the appropriate form, which is available in a printable version on the Company's website "tessellis.it/shareholder's meeting/" (the Form).

The duly completed and signed Form must be submitted following the instructions on the Form by the second open market day prior to the meeting, thus by June 25, 2025; by the same deadline, the proxy and voting instructions are revocable.

As permitted by the aforementioned Article 106, proxies or sub-delegations may also be conferred on the Designated Representative pursuant to Article 135 novies TUF, as an exception to Article 135-undecies TUF, with the option to use the same Form as above, which must be received by Computershare in the same manner and within the same terms, valid also for revocation. The proxy/sub-proxy

so conferred shall have no effect with respect to the proposals for which voting instructions have not been given.

There are no procedures for voting by mail or electronic means.

Participation and representation

Entitled to attend the Shareholders' Meeting-exclusively through the Appointed Representative, in accordance with the procedures indicated above-are those persons for whom the Company has received a communication from the authorized intermediary certifying, based on the evidence relating to the end of the accounting day of June 18, 2025 (record date), ownership of voting rights. Those who turn out to own the shares after the aforementioned date will not have the right to attend and vote at the Shareholders' Meeting.

Participation of eligible parties

Pursuant to the aforementioned Article 106, the attendance at the Shareholders' Meeting of those entitled to attend (the members of the corporate bodies, the Secretary in charge and the Designated Representative) may take place by means of remote telecommunication in the manner individually communicated to them, in compliance with the applicable regulatory provisions for such occurrence, without the need for the chairman, secretary and notary to be in the same place in any case.

Submission of lists for the nomination of directors

Pursuant to Article 11 of the Articles of Association, the appointment of the Board of Directors is made on the basis of lists of candidates, which are to be filed at the Company's registered office, including by pec at [email protected], by June 2, 2025.

Lists of candidates may be submitted by shareholders who, alone or together with others, own in the aggregate, at the time the lists are submitted, a shareholding representing at least 4.5 percent (four point five percent) of the share capital with voting rights in the ordinary shareholders' meeting. This shareholding must be evidenced by the appropriate notices produced by the authorized intermediary, which must be received by the Company, if not available on the day the lists are filed, by June 6, 2025, at the Certified Electronic Mail address [email protected].

Each list may contain names up to the maximum number of 9 (nine) Directors, listed by a sequential number.

The lists will be made available to the public, on the website www.tessellis.it, as well as in the manner prescribed by the regulations in force, by the Company without delay and in any case at least 21 (twenty-one) days before the date scheduled for the Shareholders' Meeting, i.e. by June 6, 2025.

For the valid submission of lists and related documents, please refer to the provisions contained in Article 11 of the Articles of Association, the instructions on the Company's website www.tessellis.it (Governance/Shareholder Meetings

section), and the Report of the Board of Directors on item 3 on the agenda of the Shareholders' Meeting, available in the appropriate section of the Company's website.

Submission of proposals for deliberation/additions to the work agenda. Pursuant to Article 126-bis, paragraph 1 of the TUF, first sentence, shareholders who, even jointly, represent at least one fortieth of the ordinary share capital and who legitimize themselves to the exercise of the right in the forms provided by the applicable regulations, may submit resolution proposals on the items already on the agenda as well as request the integration of the agenda. The request and a report explaining the reasons for it, together with a copy of an identity document of the applicants, must be received within 10 days of the publication of this notice and therefore by June 6, 2025, by pec to the address: [email protected]

The attestation of the ownership of the shares by the requesting Shareholders as well as the shareholding required to apply for the supplement must be evidenced by specific notice produced by the depository intermediary, effective on the date of the request itself, addressed to [email protected].

Shareholders who wish to exercise this right are urged to contact the Company's Corporate & Legal Affairs office in advance at [email protected] to work out any necessary operational details.

In connection with the fact that attendance at the Shareholders' Meeting is provided exclusively through the Designated Representative, since the submission of resolution proposals directly at the Shareholders' Meeting is not permitted, those entitled to vote may individually submit resolution and voting proposals on the items on the agenda by the fifteenth day prior to the date of the single call of the Shareholders' Meeting and, therefore, by June 12, 2025, in the same manner as indicated in the preceding paragraph. Such proposals, where relevant, will be published by June 14, 2025 on the Company's website in order to enable those entitled to vote to make an informed decision also taking into account such new proposals and to enable the Designated Representative to collect voting instructions possibly also on the same . The applicant must provide appropriate documentation proving entitlement to attend the Meeting.

Questions

Those entitled to vote may ask questions on the items on the agenda even before the meeting by sending pec communication to [email protected]. The question must be accompanied with the applicant's personal data (surname and first name or name in the case of an entity or company, place and date of birth and tax code).

Those who attest to the ownership of the shares as of June 18, 2025 (record date) are entitled to a response. For this purpose, a notice effective until that date attesting to the ownership of the shares by the applicant himself, addressed to

[email protected], must be produced by the depository intermediary, even after the application. In case the shareholder has requested from his depository intermediary the notice of legitimacy to participate in the meeting, it will be sufficient to state in the application the references of such notice, if any, issued by the intermediary or, at least, the name of the intermediary itself.

Applications received by June 18, 2025, after verifying their relevance and the legitimacy of the applicant, will be answered by publication on the company's website by no later than June 23, 2025.

More information

More information on the exercise of shareholders' rights is available at tessellis.co.uk/shareholder-meeting/.

Additional documents submitted to the Assembly will be published by May 28, 2025 (for documents with a publication deadline within 30 days from the date of the Assembly) and June 6, 2025 (for documents with a publication deadline within 21 days from the date of the Assembly).

Documentation

The full Notice of Meeting and the documents submitted to the Shareholders' Meeting-including the full text of the proposed resolutions and the Explanatory Reports on the items on the agenda-will be made available within the terms of the law and will be posted on the Company's website at www.tessellis.it/assemblea-azionisti/, with the right of Shareholders and those entitled to vote to obtain copies, as well as at the SDIR e-market circuit storage mechanism.

An excerpt of this notice will be published in the newspaper ilSole24Ore on May 28, 2025.

Capital information

As of the date of publication of this notice of call, the subscribed and paid-up share capital of Tessellis S.p.A. is 151,500,000 euros, divided into 364,866,829 ordinary shares, with no indication of par value.

Cagliari, May 27, 2025

For the Board of Directors. David Rota Chief Executive Officer

AI Terminal

Tessellis

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