Tinexta

AGM Information • Apr 23, 2024

TINEXTA S.p.A.

ORDINARY SHAREHOLDERS' MEETING 21 TH OF APRIL 2023

Attendance to the meeting: no. 183 Shareholders in person or by proxy representing no. 36,840,192 ordinary shares corresponding to 78.039482% of the ordinary share capital.

SUMMARY REPORT OF THE VOTES ON THE AGENDA OF THE MEETING

Approval of the Financial Statements as at 31 December 2022, accompanied by the Report of the Board of Directors on management, the Report of the Board of Statutory Auditors and the Report of the Independent Auditing Company. Presentation of the consolidated financial statements as at 31 December 2022 and the consolidated nonfinancial disclosure pursuant to Italian Legislative Decree no. 254 of 30 December 2016, for the 2022 financial year. Related and consequent resolutions.

	NO. OF SHAREHOLDERS (IN PERSON OR BY PROXY)	NO. OF SHARES	% ON ORDINARY SHARES REPRESENTED	% ON SHARES ADMITTED TO VOTE	% ON ORDINARY SHARE CAPITAL
In Favour	175	36,642,569	99.463567	99.463567	77.620853
Against	7	187,101	0.507872	0.507872	0.396341
Abstentions	1	10,522	0.028561	0.028561	0.022289
Not Voting	0	0	0.000000	0.000000	0.000000
Total	183	36,840,192	100.000000	100.000000	78.039482
Non counted	0	0	0.000000	0.000000	0.000000

Allocation of financial year profit and dividend distribution proposal. Related and consequent resolutions.

	NO. OF SHAREHOLDERS (IN PERSON OR BY PROXY)	NO. OF SHARES	% ON ORDINARY SHARES REPRESENTED	% ON SHARES ADMITTED TO VOTE	% ON ORDINARY SHARE CAPITAL
In Favour	183	36,840,192	100.000000	100.000000	78.039482
Against	0	0	0.000000	0.000000	0.000000
Abstentions	0	0	0.000000	0.000000	0.000000
Not Voting	0	0	0.000000	0.000000	0.000000
Total	183	36,840,192	100.000000	100.000000	78.039482
Non counted	0	0	0.000000	0.000000	0.000000

Report on the Remuneration Policy for the year 2023 and on Remuneration Paid for the year 2022: Approval of the first section of the report pursuant to article 123-ter, paragraphs 3-bis and 3-ter, of Italian Legislative Decree no. 58/1998;

	NO. OF SHAREHOLDERS (IN PERSON OR BY	NO. OF SHARES	% ON ORDINARY SHARES REPRESENTED	% ON SHARES ADMITTED TO VOTE	% ON ORDINARY SHARE CAPITAL
	PROXY)
In Favour	52	30,694,022	83.316672	83.316672	65.019900
Against	131	6,146,170	16.683328	16.683328	13.019583
Abstentions	0	0	0.000000	0.000000	0.000000
Not Voting	0	0	0.000000	0.000000	0.000000
Total	183	36,840,192	100.000000	100.000000	78.039482
Non counted	0	0	0.000000	0.000000	0.000000

Resolutions on the second section of the report, pursuant to article 123-ter, paragraph 6, of Italian Legislative Decree no. 58/1998.

	NO. OF SHAREHOLDERS (IN PERSON OR BY PROXY)	NO. OF SHARES	% ON ORDINARY SHARES REPRESENTED	% ON SHARES ADMITTED TO VOTE	% ON ORDINARY SHARE CAPITAL
In Favour	13	27,678,436	75.131085	75.131085	58.631910
Against	170	9,161,756	24.868915	24.868915	19.407572
Abstentions	0	0	0.000000	0.000000	0.000000
Not Voting	0	0	0.000000	0.000000	0.000000
Total	183	36,840,192	100.000000	100.000000	78.039482
Non counted	0	0	0.000000	0.000000	0.000000

Integration of the Board of Statutory Auditors through the appointment of an Alternate Auditor. Related and consequent resolutions.

	NO. OF SHAREHOLDERS (IN PERSON OR BY PROXY)	NO. OF SHARES	% ON ORDINARY SHARES REPRESENTED	% ON SHARES ADMITTED TO VOTE	% ON ORDINARY SHARE CAPITAL
In Favour	180	35,054,651	95.153280	95.153280	74.257127
Against	1	22,896	0.062150	0.062150	0.048501
Abstentions	0	0	0.000000	0.000000	0.000000
Not Voting	2	1,762,645	4.784571	4.784571	3.733854
Total	183	36,840,192	100.000000	100.000000	78.039482
Non counted	0	0	0.000000	0.000000	0.000000

Authorisation to purchase and sell treasury shares in accordance with and for the effects of Articles 2357 et seq. of the Italian Civil Code, as well as Article 132 of Italian Legislative Decree no. 58 of 24 February 1998 and Article 144-bis of the CONSOB Regulation adopted with resolution no. 11971/1999 as amended, subject to prior revocation of the authorisation granted by the Shareholders' Meeting of 28 April 2022, for the part not executed. Related and consequent resolutions.

	NO. OF	NO. OF SHARES	% ON ORDINARY SHARES	% ON SHARES ADMITTED	% ON ORDINARY
	SHAREHOLDERS		REPRESENTED	TO VOTE	SHARE
	(IN PERSON OR BY				CAPITAL
	PROXY)
In Favour	79	32,154,869	87.282034	87.282034	68.114448
Against	103	4,542,323	12.329803	12.329803	9.622114
Abstentions	1	143,000	0.388163	0.388163	0.302920
Not Voting	0	0	0.000000	0.000000	0.000000
Total	183	36,840,192	100.000000	100.000000	78.039482
Non counted	0	0	0.000000	0.000000	0.000000

Approval of a plan based on ordinary shares of Tinexta S.p.A. called "2023-2025 Performance Shares Plan" pursuant to art. 114-bis of Italian Legislative Decree no. 58 of 24 February 1998. Related and consequent resolutions.

	NO. OF SHAREHOLDERS (IN PERSON OR BY PROXY)	NO. OF SHARES	% ON ORDINARY SHARES REPRESENTED	% ON SHARES ADMITTED TO VOTE	% ON ORDINARY SHARE CAPITAL
In Favour	69	32,077,565	87.072198	87.072198	67.950693
Against	114	4,762,627	12.927802	12.927802	10.088790
Abstentions	0	0	0.000000	0.000000	0.000000
Not Voting	0	0	0.000000	0.000000	0.000000
Total	183	36,840,192	100.000000	100.000000	78.039482
Non counted	0	0	0.000000	0.000000	0.000000