Nexi — Proxy Solicitation & Information Statement 2024

Aug 2, 2024

NEXI S.P.A.

WITH REGISTERED OFFICE AT CORSO SEMPIONE NO. 55 – 20149 MILAN SHARE CAPITAL EURO 118,718,524.00 FULLY SUBSCRIBED AND PAID IN TAX CODE/MILAN, MONZA BRIANZA AND LODI BUSINESS REGISTER NUMBER 09489670969

NOTICE OF CALL OF ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING

The Ordinary and Extraordinary Shareholders' Meeting of the Company is convened, on a single call, at 3.00 PM on September 12th, 2024, to be made exclusively by video/telecommunication means as specified below, to discuss and resolve on the following

AGENDA

Ordinary part

1. Appointment of a Director to supplement the Board of Directors following resignation and co-option. Related and consequent resolutions.

Extraordinary part

1. Amendments to art. 10 ("Right of intervention and exercise of voting rights") of the Articles of Association. Related and consequent resolutions.

* * *

INFORMATION ON THE SHARE CAPITAL AS AT THE DATE OF THE NOTICE OF CALL

The subscribed and fully paid-in share capital is equal to Euro 118,718,524.00 divided into no. 1,286,985,751 ordinary shares without nominal value, each conferring the right to cast no. 1 vote at the Shareholders' Meeting (the "Shares"). There are no other categories of shares. As of the date of this notice, Nexi S.p.A. (the "Company") holds no. 10,406,328 treasury shares for which the voting rights is suspended. Further information on the share capital and the main shareholders is available on the Company's website, www.nexigroup.com, section Investors/Share Information/Shareholding.

RIGHT TO ATTEND AND VOTE

Pursuant to Article 83-sexies of Legislative Decree No. 58/1998 (the "Consolidated Financial Act" or "CFA") and Article 10 of the Company's By-Laws, the right to attend the Shareholders' Meeting is subject to the receipt by the Company of a notice to be requested by each eligible person to its depository intermediary, and issued by the latter in accordance with the law, certifying the ownership of the Shares on the basis of the accounting records of the intermediary at the end of the accounting day being the seventh trading day prior to the date of the Shareholders' Meeting on single call (i.e., September 3rd 2024, so-called "record date"). Any deposit in and withdrawal from custody accounts after such date shall not affect the entitlement to vote at the Shareholders' Meeting. Therefore, persons who are registered as owners of the Shares only after the above date shall not be entitled to attend and vote at the Shareholders' Meeting.

The intermediary's notice must be received by the Company by the end of the third trading day prior to the date scheduled for the Shareholders' Meeting and, therefore, by September 9 th, 2024. The entitlement to attend and vote shall remain valid should the notice be received by the Company after the above-mentioned date, as long as they are received by the opening of the meeting, without prejudice to the rule according to which the attendance and the vote of the Shareholders in the Meeting may take place exclusively through the Designated Representative, as further specified below.

RIGHT TO ATTEND AND VOTE AT THE SHAREHOLDERS' MEETING TROUGH THE PROXY TO THE DESIGNATED REPRESENTATIVE

Pursuant to the provisions of Law Decree No. 18 dated March 17th, 2020, converted with amendments into law n. 27 of 27 April 2020, (the "Decree"), as lastly amended and extended by Law n. 21 of March 5, 2024, the Company has decided to avail itself of the right – introduced by Article 106 of the Decree – to hold the Shareholders' Meeting with the attendance and vote of the Shareholders exclusively through the proxy holder appointed by the Company pursuant to Article 135-undecies of the CFA (the "Designated Representative"), without physical attendance.

Specifically, those entitled to vote shall therefore have to confer – without any charges to the delegating party (except for any delivery costs) – a proxy as well as voting instructions to Monte Titoli S.p.A., with registered office in Milan, Piazza degli Affari no. 6, acting as Designated Representative, as further specified below.

The proxy to the Designated Representative shall be granted, with voting instruction on all or some of the items on the agenda, through a specific proxy form available with the relevant instructions for filling in and transmission, on the Company's website https://www.nexigroup.com/en/group/governance/shareholdersmeetings/2024/ordinary-and-extraordinary-meeting-12092024/.

The proxy and the voting instruction must be sent along with a copy of a valid identity document of the delegating shareholder or, if such shareholder is a legal person, of the pro tempore representative-at-law or another individual vested with the relevant powers, along with documentation suitable for the purpose of proving such capacity and powers, to the above mentioned Designated Representative, by the end of the second trading day prior to the date scheduled for the Shareholders' Meeting (i.e., by 11:59 p.m. of September 10 th 2024), by one or other of the following options: i) transmission of an electronically reproduced copy (PDF) to the certified email address RD@pec.euronext.com (subject line "Proxy for September 2024 NEXI Shareholders' Meeting") from the certified email address of the shareholder (or, failing that, from the ordinary email address of the shareholder, in which case the proxy with voting instructions must be signed with a qualified or digital electronic signature); ii) transmission of the original, by courier or registered mail with return receipt, to the following address: Monte Titoli S.p.A., Piazza degli Affari no. 6, 20123 Milan, to the attention of area Register Services (Ref. "Proxy for 2024 September NEXI Shareholders' Meeting"), sending a copy reproduced electronically (PDF) in advance by ordinary e-mail to RD@pec.euronext.com (subject line: "Proxy for September 2024 NEXI Shareholders' Meeting"). Within September 10 th, 2024, the proxy and the voting instructions may be revoked at any time using the modalities specified above.

In accordance with the Decree, those who do not wish to avail themselves of the intervention method provided for by Article 135-undecies CFA, may, alternatively, confer to the above mentioned Designated Representative proxies or subproxies ex Article 135-novies CFA, with specific voting instructions on all or some of the items on the agenda, through the completion of a specific form proxy/subproxy form available with the relevant instructions for filling in and transmission, on the Company's internet website https://www.nexigroup.com/en/group/governance/shareholders-meetings/2024/ordinary-and-extraordinarymeeting-12092024/. For the transmission of such proxies/subproxies the above-mentioned modalities, also specified in the proxy form itself, must be followed.

The proxy must be received by 6:00 p.m. of the day prior to the Shareholders' Meeting (and in any case by the opening of the meeting). By the above-mentioned term, the proxy and the relevant voting instruction may also be revoked using the modalities specified above.

For further clarifications regarding the assignment of the proxy to the Designated Representative (and in particular regarding the filling in of the proxy form and the voting Instructions and their submission), persons entitled to intervene in the Shareholders' Meeting may contact Monte Titoli S.p.A. by e-mail at RegisterServices@euronext.com or at the following telephone numbers (+39) 02.33635810 (on business days, from 9:00 a.m. to 5:00 p.m.).

In light of the above, those entitled to vote shall not have access to the location of the Shareholders' Meeting. The attendance at the Shareholders' Meeting of the members of the governing bodies, the Secretary and the Designated Representative, as well as any other individual authorized by the Chairwoman of the Board of Directors shall also exclusively be made through telecommunication means, in a manner that the Chairwoman will define and communicate to each of the aforesaid individuals, in accordance with the applicable law provisions.

No procedures are set for voting by mail or electronic means.

INTEGRATION OF THE AGENDA AND PRESENTATION OF NEW RESOLUTIONS PROPOSALS FROM SHAREHOLDERS REPRESENTING AT LEAST 2.5% OF THE SHARE CAPITAL

Pursuant to Article 126-bis of the CFA, Shareholders representing, even jointly, at least one-fortieth of the share capital (i.e., 2.5%) have the right to ask, within ten days following the publication of this notice of call (i.e., by August 12th 2024), to add items on the agenda, specifying in the request the additional subject- matters, or proposing new resolution proposals on items already on the agenda, as provided for by this notice of call.

Shareholders in relation to whom the Company has received a specific notice from an authorized intermediary pursuant to the applicable law are entitled to request an integration of the agenda or to submit new resolution proposals.

Within the above mentioned tenday term, a report shall be submitted by the proposing shareholders, explaining the reasons for the resolution proposals on the new items they intend to discuss or the reasons for the further resolution proposals submitted on items already included on the agenda. Additional items are not permitted for topics on which the Shareholders' Meeting resolve, pursuant to provisions of law, upon proposal by the Board of Directors, or on the basis of a project or report prepared by the Board, other than those referred to in Article 125 ter, paragraph 1, CFA.

The requests for addition and/or further resolution proposals shall be sent to the Company in writing, together with information concerning the identity of the shareholders who submitted it, with an indication of the percentage held and the references of the notice sent by the intermediary to the Company in accordance with the law provisions, specifying in the object "Integration of the agenda pursuant to the sub-paragraph 1 of paragraph 1 of article126-bis CFA" and/or "Resolution proposals pursuant to the sub-paragraph 1 of paragraph 1 of article126-bis CFA", via registered letter or courier service, to the Company's registered office, Corso Sempione No. 55, Milan, for the attention of Corporate & External Affairs, Ref. "Nexi September 2024 Shareholders' Meeting", or via certified e-mail to the certified e-mail address assemblea@pec.nexi.it. Sending to the above mentioned certified e-mail address the requests for additions to the agenda and/or further resolution proposals, signed with a qualified electronic signature or ature in accordance with the law provisions, meets the requirements of the written form.

Any additions to the agenda or the submission of further resolution proposals admitted by the Board of Directors will be announced by the Company, with the same modalities provided for the publication of this notice of call, at least fifteen days before the date scheduled for the Shareholders' Meeting (i.e., by August 28 th, 2024).

Along with the publication of the notice of additions to the agenda or the submission of resolution proposals on items already on the agenda, the report drafted by the requesting Shareholders, along with any assessment made by the Board of Directors, will be made available to the public by the Company with the same modalities adopted for the publication of the reports on the items on the agenda pursuant to Article 125-ter, paragraph 1, CFA.

RIGHT TO INDIVIDUALLY SUBMIT RESOLUTION PROPOSALS

Since the attendance at the Shareholders' Meeting and the exercise of the right to vote may only take place exclusively through the Designed Representative, for the purposes of the present Shareholders' Meeting, in order to make it possible for interested parties to exercise the right set forth in the penultimate sub-paragraph of paragraph 1 of art. 126-bis of the CFA – although with methods and terms compatible with the participation to the meetings through a Designated Representative and with the indefectible requirement that the individual proposals of resolution are knowable by the generality of persons entitled to attend the Meeting and to exercise the right to vote in time to provide voting instructions to the Designated Representative - it is expected that the Shareholders can individually submit to the Company resolution proposals on the items on the agenda by August 27th, 2024 so that the Company can proceed with their subsequent publication.

Shareholders who submit proposals must legitimize their right by transmitting to the Company appropriate documentation issued pursuant to the applicable provisions by the intermediary who keeps the account on which the ordinary shares are registered. Proposals for deliberation and the above-mentioned documents relating to entitlement, must be submitted, specifying in the object "Resolution proposals referred to under the penultimate sub-paragraph of paragraph 1 of art. 126-bis of the CFA", via registered letter or courier service, to the Company's registered office, Corso Sempione No. 55, Milan, to the attention of Corporate & External Affairs, Ref. "Nexi September 2024 Shareholders' Meeting", or via certified e-mail to the certified e-mail address assemblea@pec.nexi.it. Sending to the above-mentioned certified e-mail address the requests for additions to the agenda and/or further resolution proposals, signed with a qualified electronic signature or ature in accordance with the law provisions, meets the requirements of the written form.

The resolution proposals submitted within the above-mentioned deadlines and manners indicated above, will be made available on the Company's website within August 28 th, 2024, so that those entitled to vote can also take into account such new proposals for the purpose of conferring proxies and / or sub-proxies, with relative voting instructions, to the Designated Representative.

For the purposes of the above, the Company reserves the right to verify the relevance of the proposals with respect to the items on the agenda, their completeness and their compliance with the applicable provisions, as well as the entitlement of the proposers.

In case of proposed resolutions on the items on the agenda other than those formulated by the Board, the Board's proposal will be put to the vote first (unless it is withdrawn) and, only if this proposal is rejected, the proposals of the Shareholders will be put to the vote. These proposals, even in the absence of a proposal from the Board, if alternative to each other, will be submitted to the Shareholders' Meeting starting from the proposal presented by the Shareholders who represent the largest percentage of the capital. Only if the first proposal to be put to the vote is rejected, the next proposal in the order of represented capital will be put to the vote and so on.

RIGHT TO ASK QUESTIONS BEFORE THE SHAREHOLDERS' MEETING

Pursuant to Article 127-ter CFA, those entitled to vote may ask questions on the items on the agenda even before the Shareholders' Meeting by the end of the seventh trading day prior to the date scheduled for the Shareholders' Meeting, i.e., by September 3 rd, 2024.

The questions shall be sent to the Company in writing, accompanied by information concerning the identity of the Shareholders who submitted them, as well as the relevant notice of the intermediary confirming their entitlement to exercise their right, which, alternatively, may also be received at a later date, as long as within the third day following the seventh trading day preceding the Meeting, i.e. September 6 th, 2024. In the event that a shareholder entitled to vote has instructed the intermediary to issue the notice to attend the Shareholders' Meeting, it is sufficient to include, in the documentation attached to the question, the relevant details of such notice or, at least, the name of the intermediary.

Questions must be submitted by sending them via registered letter with return receipt or courier service to the Company's registered office, Corso Sempione 55, Milan, for the attention of the Corporate & External Affairs offices, Re: "Nexi September 2024 Shareholders' Meeting" or at the certified e-mail address assemblea@pec.nexi.it.

The Company shall provide answers no later than September 9 th, 2024, by publication on the Company's website https://www.nexigroup.com/en/group/governance/shareholders-meetings/2024/ordinary-and-extraordinarymeeting-12092024/

The Company may provide a single comprehensive answer to questions covering the same topic. It should be noted that that only questions strictly pertinent to the items on the agenda will be taken into account.

DOCUMENTATION

The documentation related to the Shareholders' Meeting will be made available to the public, in accordance with the modalities and the terms provided for under the applicable law, at the Company's registered office, on the Company's website https://www.nexigroup.com/en/group/governance/shareholdersmeetings/2024/ordinary-and-extraordinary-meeting-12092024/, as well as on the authorized storage system "eMarket Storage" (.)

This notice of call is published on the Company's website www.nexigroup.com, on the authorized storage mechanism"eMarket Storage" (), as well as an excerpt in the daily newspaper "Corriere della Sera" on August 2nd, 2024.

* *

Disclaimer: This is the English translation of the Italian notice of call. In any case of discrepancy between the English and the Italian versions, the Italian document is to be given priority of interpretation for legal purposes.

**

Milan, August 2nd 2024

For the Board of Directors

The Chairwoman

(Michaela Castelli)