Nexi — Proxy Solicitation & Information Statement 2026

Mar 27, 2026

nexi

emarket

with storage

CERTIFIED

Report on item 1 on the Agenda of the Ordinary Shareholders’ Meeting

Approval of the Financial Statements as of 31 December 2025, accompanied by the Report of the Board of Directors, the Report of the Board of Statutory Auditors and the Report of the independent auditors. Presentation of the Consolidated Financial Statements as of 31 December 2025 and the Sustainability Report as of 31 December 2025. Related and consequent resolutions.

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nexi

emarket

with storage

CERTIFIED

Dear Shareholders,

The Ordinary Shareholders' Meeting called for April 29, 2026 is invited, pursuant to Art. 2364 of the Italian Civil Code and Articles 9 and 26 of the Company's By-Laws, to approve the draft financial statements of Nexi S.p.A. (the "Company") for the year 2025, including the Sustainability Report and accompanied by the reports submitted by the Board of Directors, the Board of Statutory Auditors, and the independent audit firm, as well as the Certification of the Manager in charge of preparing the company's financial reports

The separate financial statements, together with the consolidated financial statements as at December 31, 2025, including the Sustainability Report for 2025, will be made available to the public at the Company's registered office, on the Company's website, as well as on the authorised storage mechanism "eMarket STORAGE".

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The draft Separate Financial Statements of the Company as at 31 December 2025, submitted to the Shareholders' Meeting, show a loss of Euro 3,280,528,105. For all detailed information and comments, reference is made to the management report, made available within the terms indicated above

Resolutions proposed to the Shareholders' Meeting

Dear Shareholders, in relation to the foregoing, if you are in agreement, we would invite you to approve the following resolution:

"The Ordinary Shareholders' Meeting of Nexi S.p.A.:

• having examined the data of the separate financial statements as of December 31, 2025 with the related reports submitted by the Board of Directors, the Board of Statutory Auditors and the Independent Audit Firm;
• having taken note of the consolidated financial statements as of December 31, 2025 with the related reports submitted by the Board of Directors and the Independent Audit Firm;
• having taken note of the Sustainability Report for 2025 prepared pursuant to Legislative Decree No. 125 of 6 September 2024, which implements Directive (EU) 2022/2464 (also known as the 'Corporate Sustainability Reporting Directive' or 'CSRD')

RESOLVES

1. to approve the separate Financial Statements of Nexi S.p.A. as of December 31, 2025, as presented by the Board of Directors as a whole and in the individual entries;
2. to cover the loss of Euro 3,280,528,105 resulting from the financial statements on 31 December 2025, by using part of the available reserve "Other Reserves".

Milan, March 27, 2026

The Chairman

Marcello Sala

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Disclaimer: This is the English translation of the Italian Report on this item. 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.