AI assistant
Tinexta — AGM Information 2024
Mar 14, 2024
4493_egm_2024-03-14_af05e2cd-4e6f-4be2-9fc0-fc3d7c7fd4e9.pdf
AGM Information
Open in viewerOpens in your device viewer

TINEXTA S.p.A.
Registered Office in Rome, Piazza Sallustio no. 9 Share capital subscribed and paid-up: €47,207,120.00, divided into 47,207,120 ordinary shares Tax code and Rome Register of Companies no.: 10654631000 Rome Economic and Administrative Index: 1247386
ORDINARY SHAREHOLDERS' MEETING NOTICE
The Shareholders entitled to participate and exercise voting rights are called to the Ordinary Shareholders' Meeting in Via Agnello 18, Milan, at the office of Notary Marchetti at 12:00 p.m. on 23 April 2024, in single call, to discuss and resolve on the following
AGENDA
-
- Approval of the Financial Statements as at 31 December 2023, 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 at 31 December 2023 and the consolidated nonfinancial disclosure pursuant to Italian Legislative Decree no. 254 of 30 December 2016, for the 2023 financial year. Related and consequent resolutions.
-
- Allocation of financial year profit and dividend distribution proposal. Related and consequent resolutions.
-
- Report on the Remuneration Policy for the year 2024 and on Remuneration Paid for the year 2023:
- 3.1 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;
- 3.2 resolutions on the second section of the report, pursuant to article 123-ter, paragraph 6, of Italian Legislative Decree no. 58/1998.
-
- Appointment of the Board of Directors. Related and consequent resolutions:
- 4.1 Determination of the number of members;
- 4.2 Determination of the term in office;
- 4.3 Appointment of the Directors;
- 4.4 Appointment of the Chairperson of the Board of Directors;
- 4.5 Determination of the total compensation for each year in office of the members of the Board of Directors.
-
- Appointment of the Board of Statutory Auditors. Related and consequent resolutions:
- 5.1 Appointment of three Standing Auditors and two Alternate Auditors;
- 5.2 Appointment of the Chairperson of the Board of Statutory Auditors;
- 5.3 Determination of the total compensation for each year in office of the members of the Board of Statutory Auditors.
-
- Assignment of the mandate to audit the accounts for the financial years 2025 2033. Related and consequent resolutions.
-
- Authorisation to purchase and sell treasury shares in accordance with and for the effects of Art. 2357 et seq. of the Italian Civil Code, as well as Art. 132 of Italian Legislative Decree no. 58 of 24 February 1998 and Art. 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 21 April 2023, for the part not executed. Related and consequent resolutions.
* * *
METHODS OF CONDUCTING THE SHAREHOLDERS' MEETING PURSUANT TO ITALIAN DECREE LAW NO. 18 OF 17 MARCH 2020

In compliance with the provisions of art. 106, paragraph 4 of Law Decree no. 18 of 17 March 2020 (the "Cura Italia Decree" - Heal Italy Decree), as converted with amendments and whose application was most recently extended (i) to 30 April 2024 by art. 3, paragraph 12-duodecies of Law Decree no. 215 of 30 December 2023, as converted with amendments by Law no. 18 of 23 February 2024, the participation of those entitled to vote at the Shareholders' Meeting may take place exclusively through the designated representative pursuant to art. 135-undecies of Legislative Decree no. 58/98 as amended (the "Consolidated Finance Act"), i.e. through Computershare S.p.A. (the "Designated Representative"), in compliance with the provisions of the law and the regulations in force, as better specified below.
Any changes and/or additions to the information contained in this notice of call will be made available promptly through the Company's website and with the other methods envisaged by current legislation.
* * *
SHARE CAPITAL AND VOTING RIGHTS
At the date of this notice of call, pursuant to art. 5 of the Articles of Association, the subscribed and paid-up share capital of Tinexta S.p.A. (the "Company") amounts to Euro 47,207,120.00 divided into 47,207,120 ordinary shares with no indication of the value, of which 20,889,160 with the right to one vote and 26,317,960 have obtained the increased voting right pursuant to art. 5 of the Articles of Association, and, therefore, with the right to two votes each. At the date of publication of this notice, the total number of voting rights stands at 73,525,080. The Company holds 1,558,029 treasury shares, equal to 3.300% of the share capital.
ENTITLEMENT TO PARTICIPATE AND EXERCISE OF VOTING RIGHTS
Pursuant to article 83-sexies of the Consolidated Finance Act, entitlement to participate in the Shareholders' Meeting and exercise voting rights – which can take place exclusively by designated representative – is subject to the Company's receipt of the notification, which each entitled party must request to its depositary intermediary, issued by a qualified intermediary in accordance with applicable rules, certifying the ownership of shares on the basis of evidence of own accounting records relating to the end of the record date of the seventh open market day prior to the date of the Shareholders' Meeting in single call, i.e. 12 April 2024 (the "Record Date"). Credit and debit entries made after said date are not relevant for the purposes of entitlement to exercise voting rights at the Shareholders' Meeting. Therefore, anyone holding shares only after that date will not have the right to participate or vote at the Meeting, and therefore, may not delegate (or sub-delegate) the Designated Representative.
Pursuant to article 83-sexies, paragraph 4, of the Consolidated Finance Act, intermediaries' notifications must reach the Company by the end of the third open market day prior to the date fixed for the Shareholders' Meeting in single call (i.e. by 18 April 2024). Moreover, the entitlement to participate, attend and vote remains valid, if the notifications reach the Company after the aforementioned deadline, provided that they arrive before the work of the Shareholders' Meeting has begun. Please be reminded that notification to the Company is made by the intermediary, at the request of the party with the right.
Postal or electronic voting procedures are not envisaged for this Shareholders' Meeting.
Entitled parties (e.g. members of the corporate bodies, the Designated Representative, company representatives, representatives of the Auditing Company and the meeting secretary) may also (or exclusively) participate by means of telecommunication systems that allow them to be identified, in compliance with the provisions of art. 106, paragraph 2 of Law Decree no. 18 of 17 March 2020 (the "Cura Italia Decree" - Heal Italy Decree), as converted with amendments by Law no. 18 of 23 February 2024. The Company will provide instructions for participating in the Shareholders' Meeting by audio/telecommunication means to the above-said parties.
REPRESENTATION AT THE SHAREHOLDERS' MEETING
In compliance with the provisions of art. 106, paragraph 4 of Law Decree no. 18 of 17 March 2020 (the "Cura Italia Decree" - Heal Italy Decree), as converted with amendments and whose application was most recently extended to 30 April 2024 by art. 3, paragraph 12-duodecies of Law Decree no. 215 of 30 December 2023, as converted with amendments by Law no. 18 of 23 February 2024, participation in the Shareholders' Meeting by those entitled to vote is allowed exclusively through the Designated Representative (i.e. Computershare S.p.A.)

in its role of representative designated by the Company pursuant to art. 135-undecies of the Consolidated Finance Act.
Shareholders who wish to attend the Shareholders' Meeting must therefore grant the Designated Representative a proxy – with voting instructions – on all or some of the proposed resolutions on the items on the agenda using the specific proxy form available on the Company's website at www.tinexta.com ("Governance/Shareholder Meeting" section).
The proxy form with voting instructions, together with the requested documentation, must be submitted following the instructions on the form itself and on the Company's website by the end of the second open market day prior to the date of the Shareholders' Meeting in single call (i.e. by 19 April 2024) and within the same deadline the proxy and voting instructions may be revoked.
Thus granted, the proxy is effective solely for the proposals for which voting instructions were provided; the Designated Representative shall not cast any vote at the Shareholders' Meeting related to the proposals for which he or she did not receive precise voting instructions.
Shares for which the proxy has been conferred, even in part, are taken into account for the purpose of due constitution of the Shareholders' Meeting. In relation to proposals for which voting instructions have not been provided, the shares are not taken into account for the purpose of calculating the majority and the share of capital required for the approval of resolutions.
Moreover, the Designated Representative may also receive proxies or sub-proxies pursuant to art. 135-novies of the Consolidated Finance Act, as an exception to art. 135-undecies, paragraph 4 of the Consolidated Finance Act using the form, following the methods and meeting the deadline detailed on the mentioned Company's website www.tinexta.com ("Governance/Shareholders' Meeting" section - https://tinexta.com/it-IT/company/governance/assemblea-azionisti). The proxy must be received by 12:00 p.m. on the day before the meeting (and in any case by the start of the meeting's proceedings). The proxy and the voting instructions may always be revoked in the according to the aforementioned procedure before the aforementioned deadline.
The granting of proxies pursuant to art. 135-undecies and art. 135-novies of Italian Legislative Decree no. 58/1998 does not involve expenses for the Shareholder, with the exception of transmission/shipping costs.
The Designated Representative will be available for clarification or information at +39 06 4541 7401 or at the email address [email protected].
INCLUSION OF ITEM ON THE AGENDA AND PRESENTATION OF NEW PROPOSED RESOLUTIONS PURSUANT TO ART. 126-BIS, PARAGRAPH 1, FIRST SENTECE, CONSOLIDATED FINANCE ACT
Pursuant to article 126-bis of the Consolidated Finance Act, Shareholders who, including jointly, represent at least 2.5% of the share capital may request in writing, within ten days of publication of this notice (i.e. by 24 March 2024), the integration of the list of matters to be discussed, indicating in the request the additional items proposed, or present proposed resolutions on matters already put on the agenda by this meeting notice. Inclusion on the agenda is not permitted for items deliberated by the Shareholders' Meeting, in accordance with the law, at the proposal of Directors or on the basis of a plan or report prepared by the latter, other than those indicated in article 125-ter, paragraph one of the Consolidated Finance Act.
The request for inclusion of an item and further proposals for deliberation must be submitted in writing by the proposing Shareholders, along with the notification attesting the ownership of the aforementioned shareholding, issued by the intermediaries who hold the accounts on which the shares are registered, to the registered office of the Company in Piazza Sallustio no. 9, in Rome, or by certified e-mail to [email protected].
Within the aforementioned time-frame a report must be submitted, by the proposing Shareholders, on the matters that they propose to discuss or on the further proposals for deliberation presented on matters already on the agenda.
Any updated list of matters to be discussed at the Shareholders' Meeting or further proposed resolutions presented on matters already on the agenda, will be published at least fifteen days prior to the date set for the Shareholders' Meeting (i.e. by 8 April 2024) by the same means of publication as for this notice in order to enable those entitled to vote to express themselves in a fully informed manner, also taking into account such new proposals and to allow the Designated Representative to gather voting instructions on them if necessary.

PRESENTATION OF INDIVIDUAL PROPOSALS FOR DELIBERATION (PURSUANT TO ARTICLE 126-BIS, PARAGRAPH 1, PENULTIMATE, OF THE CONSOLIDATED FINANCE ACT)
Since participation in the Shareholders' Meeting is permitted exclusively through the Designated Representative, in compliance with the provisions of art. 106, paragraph 4 of Law Decree no. 18 of 17 March 2020 (the "Cura Italia Decree" - Heal Italy Decree), in order to make it possible for the interested parties to exercise the right pursuant to art. 126-bis, paragraph 1, penultimate sentence, of the Consolidated Finance Act, and it is therefore expected that the participation in the meeting takes place exclusively through the Designated Representative pursuant to article 135-undecies of the Consolidated Financial Act, without physical participation by the shareholders, for the purposes of this Meeting, it is envisaged that those with voting rights may individually submit resolution proposals on the items on the agenda by 8 April 2024 so that the Company can proceed with the their publication.
It is recommended to ensure that the proposals are formulated clearly and completely and submitted in writing to the Company by sending them to the Company's registered office in Piazza Sallustio 9, Rome, 00187, by fax to 06.420.042.50 for the attention of the Investor Relator or to the certified e-mail address [email protected]. The interested parties must provide information enabling them to be identified and demonstrating their entitlement to exercise voting rights.
The Company will promptly publish (and, in any event by 10 April 2024) the proposals received by the deadline and through the procedures illustrated above in a designated section on the website, so that the voting right holders may view them for the purpose of assigning proxies and/or sub-proxies, with relative voting rights, to the Designated Representative, reserving the right to verify – for the purposes of their publication – their relevance with regard to the items on the agenda, their completeness, their compliance with applicable regulations, as well as the entitlement of the relative proponents.
RIGHT TO POSE QUESTIONS BEFORE THE SHAREHOLDERS' MEETING
Pursuant to the provisions of articles 127-ter of the Consolidated Finance Act, those with voting rights, in favour of which the Company has received the specific communication pursuant to art. 83-sexies, paragraph 1 of the Consolidated Finance Act from an intermediary authorised in accordance with the legislation in force, may pose questions about the matters on the agenda before the Shareholders' Meeting, by sending them to the registered office of the Company in Piazza Sallustio no. 9, Rome, 00187, by fax to 06.420.042.50 for the attention of the Investor Relator or to the certified e-mail address [email protected].
The interested parties must provide information enabling them to be identified and demonstrating their entitlement to exercise voting rights. The questions must reach the Company by the seventh open market day prior to the date of the Shareholders' Meeting in single call, i.e. 12 April 2024 (the "Record Date"). Voting right entitlement may also be certified after sending the requests provided it is within three days of the seventh open market day prior to the Shareholder's Meeting, i.e. 15 April 2024.
The Company reserves the right to provide a single answer to questions with the same content.
Solely the questions pertinent to the items on the agenda will be taken into consideration. In order to facilitate the organisation of the responses, where applicable, please formulate the questions with the reference to the page number of the related Directors' Report or other document made available for the Meeting.
Questions received within the deadline indicated above, after verifying their relevance and the legitimacy of the applicant, will be answered at least three days before the Shareholders' Meeting, i.e. by 19 April 2024, by publication on the Company's website at the address https://tinexta.com/it-IT/company/governance/assembleaazionisti.
APPOINTMENT OF THE BOARD OF DIRECTORS
In relation to item 4 on the agenda, note that the next Shareholders' Meeting will mark the expiry of office of the Board of Directors.
Pursuant to and by the methods set forth in article 10 of the Articles of Association, the appointment of the Board of Directors will take place based on the list submitted by the Shareholders, each of which may have a number of candidates no greater than the number of Directors to be elected, listed by a progressive order.

The lists of candidates must be filed by Shareholders, together with the certification proving they own a sufficient number of Tinexta shares to entitle them to present the list, at least by the twenty-fifth day prior to the date scheduled for the Shareholders' Meeting, in first or single call (i.e., by 29 March 2024) according to the following procedures: (i) at the registered office of the Company in Piazza Sallustio No. 9, in Rome or (ii) via e-mail to the certified e-mail address [email protected], together with the information that allows the person filing the lists to be identified, also indicating a telephone number. Therefore the Company will make the lists available to the public at least twenty-one days prior to the date of the Shareholders' Meeting (i.e. by 2 April 2024), according to the procedures required by current legislation and regulations. The ownership of the minimum shareholding required for the presentation of the list is determined with regard to the Tinexta shares that are registered to the Shareholder on the day on which the lists are filed with the Company. In order to prove ownership of the number of shares needed to present the lists, the shareholders who present or contribute to the presentation of the lists must submit and/or have delivered to the registered office a copy of the appropriate certification issued by a qualified intermediary pursuant to law by the deadline set for the publication of the lists, i.e. by 2 April 2024.
The shareholders who alone or together with other submitting shareholders form a total of shareholders, as at the date the list is submitted, with voting rights in Shareholders' Meeting resolutions concerning the appointment of the Board of Directors and Board of Statutory Auditors representing a percentage of stake in the share capital made up of said shares, as subscribed on the date the list is submitted, at least equal to 2.5% are entitled to submit the lists. The shareholders may not submit individually or jointly, nor, as for any other shareholder with the right to vote, may they vote on, not even through a third party or trustee, more than one list. In addition, the Shareholders who: i) belong to the same group (or pursuant to article 93 of the Consolidated Finance Act are in a control relationship with each other or are subject to joint control, even if the controlling party is a physical person), or ii) participate in a shareholders' agreement under article 122 of the Consolidated Finance Act concerning the shares of the company, or iii) participate in such shareholders' agreement and are, pursuant to the law, controlling or controlled by, or subject to a joint control by, one of these participating shareholders, may not submit individually or jointly with others more than one list, nor, as for any other shareholder with the right to vote, may they vote on different lists. The agreements and votes expressed in breach of said prohibition shall not be attributed to any list.
Pursuant to article 10 of the Articles of Association, the Directors must meet all the requirements set forth in all applicable regulations or other provisions in force and in the Articles of Association, and they are re-electable. At least three directors must meet the independence requirements set forth in Art. 148, Par. 3 of the Consolidated Finance Act.
Pursuant to the combined provisions of article 10 of the Articles of Association and article 147-ter of the Consolidated Finance Act for the purposes of appointment of the "minority lists", lists with less than three independent directors are also allowed, if that list has a single or two names. Each list must include (identifying them by name) candidates meeting the independence requirements, as set forth in Art. 148, Par. 3 of the Consolidated Finance Act, in a number that cannot be below the minimum specified in the Articles of Association.
The lists with three or more candidates shall also include candidates of different gender, in order to ensure compliance with the regulations in force from time to time on gender balance. Regarding gender balance, the quota to be reserved to the less-represented gender is at least two fifths of the elected Directors, with rounding up to the next whole number in case the number is a fraction.
The lists must be accompanied by the curricula of the candidates containing comprehensive information on the personal and professional characteristics of each of them and signed by the shareholders who submitted them, or their agent, with an indication of their respective identity and the overall percentage interest held on the date of submission. At the time of the submission of the list, the candidates must also lodge the declarations with which they accept their candidacy and declare, under their own responsibility:
- 1) the non-existence of causes for ineligibility for election and incompatibility, as well as the satisfaction of the necessary requirements based on the provisions of current primary and secondary legislation; and
- 2) compliance with the independence requirements as set forth in Art. 148, paragraph 3 of the Consolidated Finance Act.
Lists submitted without the forgoing provisions being observed are considered as not submitted.
Reference is also to be made to the CONSOB Communication No. DEM/9017893 of 26 February 2009, in

which Consob recommends that Shareholders other than those who hold, including jointly, a controlling interest or relative majority, should submit a minority list declaring the absence of significant interests referred to in art. 144-quinquies of Consob Regulation no. 11971/1999, to provide the following information in the aforementioned statement:
- (i) any existing relationships, if significant, with Shareholders who hold, including jointly, a controlling interest or relative majority. In particular, it is recommended to indicate among the aforementioned relationships at least those listed in point 2 of the aforementioned CONSOB Communication. Alternatively, the absence of significant relationships must be indicated;
- (ii) the reasons why these relationships were not considered determining factors for the existence of significant interests pursuant to art. 147-ter, third paragraph of the Consolidated Finance Act and art. 144-quinquies of CONSOB Regulation no. 11971/1999, as subsequently amended and supplemented.
APPOINTMENT OF THE BOARD OF STATUTORY AUDITORS
In relation to item 5 on the Agenda, note that the next Shareholders' Meeting will mark the expiry of office of the Board of Statutory Auditors.
The Board of Statutory Auditors, comprised of three standing auditors and two alternate auditors, shall be appointed following the procedures set forth in art. 20 of the Articles of Association, in observance of the applicable legal and statutory provisions currently in force on the subject of gender balance, on the basis of lists submitted to the shareholders.
The lists, complete with the curricula vitae of the candidates containing exhaustive information on the personal and professional characteristics of each one of them with the list of any administration and control positions held in other companies, and signed by the shareholders that submitted them, or their agent, with indication of the respective identity and percentage of stake altogether held as at the date of submission must be filed together with a statement of the submitting shareholders, when different from those that hold, also jointly, a controlling interest or relative majority in the share capital, certifying the absence of significant interests with the latter as required by the legislation and regulations currently in force, at least by the twenty-fifth day prior to that set for the Shareholders' Meeting in single call (i.e., by 29 March 2024), (i) at the registered office of the company in Rome, Piazza Sallustio No. 9, or (ii) via e-mail to the certified email address [email protected] together with the information that allows the person filing the lists to be identified, also indicating a telephone number. The relevant certification(s) or communication(s) certifying the aforesaid stake issued by the intermediary authorised pursuant to the applicable legal or regulatory provisions may also be delivered afterwards, as long as it is within twenty-one days before the date set for the Shareholders' Meeting in single call (i.e., by 2 April 2024).
Each list, which contains the names of one or more candidates, marked by a progressive number and all together in a number not exceeding the number of members to be elected, must indicate whether the single candidature is for the office of statutory auditor or for the office of alternate auditor. The lists that have three or more candidates must also include candidates of a different gender, so as to ensure that the composition of the Board of Statutory Auditors respects regulations in force on gender balance. Regarding gender balance, the quota to be reserved to the less-represented gender is at least two fifths of the elected Statutory Auditors, with rounding down to the next whole number, in the event the number is a fraction, for boards composed of three members.
Only those shareholders who alone or together with other submitting shareholders form a total of shareholders, as at the date the list is submitted, with voting rights in Shareholders' Meeting resolutions concerning the appointment of the Board of Directors and Board of Statutory Auditors representing a percentage of stake in the share capital made up of said shares, as subscribed on the date the list is submitted, at least equal to the percentage applicable for appointing the Board of Directors as determined or referred to by the Articles of Association are entitled to submit the lists. The shareholders who alone or together with other submitting shareholders form a total of shareholders, as at the date the list is submitted, with voting rights in Shareholders' Meeting resolutions concerning the appointment of the Board of Directors and Board of Statutory Auditors representing a percentage of stake in the share capital made up of said shares, as subscribed on the date the list is submitted, at least equal to 2.5% are entitled to submit the lists.
Each candidate may appear on only one list, under penalty of ineligibility.
The shareholders may not submit individually or jointly, nor, as for any other shareholder with the right to vote, may they vote on, not even through a third party or trustee, more than one list. In addition, the Shareholders

who: i) belong to the same group (or pursuant to article 93 of the Consolidated Finance Act are in a control relationship with each other or are subject to joint control, even if the controlling party is a physical person), or ii) participate in a shareholders' agreement under article 122 of the Consolidated Finance Act concerning the shares of the company, or iii) participate in such shareholders' agreement and are, pursuant to the law, controlling or controlled by, or subject to a joint control by, one of these participating shareholders, may not submit individually or jointly with others more than one list, nor, as for any other shareholder with the right to vote, may they vote on different lists.
The agreements and votes expressed in breach of said prohibition shall not be attributed to any list.
When submitting the list, statements must be submitted in which single candidates accept their candidacy and declare, under their own responsibility:
- 1) the non-existence of causes for ineligibility for election and incompatibility, as well as the existence of the requisites required based on what is set out in current primary and secondary legislation;
- 2) compliance with the independence requirements as set forth in Art. 148, paragraph 3 of the Consolidated Finance Act.
It should be noted that those who submit a minority list are recipients of the recommendations formulated by Consob with Communication no. DEM/9017893 of 26 February 2009. In particular, by means of said Communication, the Supervisory Authority recommended that Shareholders submitting a minority list stating that there are no significant interests pursuant to Art. 144-quinquies of the Issuers Regulation certify in said statement also the absence of the significant relationships set out in that Communication with the Shareholders that hold, even jointly, a controlling interest or relative majority, or otherwise, to indicate the existing significant relationships and the reasons why they were not considered determining factors for the existence of significant interests, as referred to in Art. 148, Par. 2, of Consolidated Finance Act and Art. 144-quinquies of the Issuers Regulation.
Lists submitted without the forgoing provisions being observed are considered as not submitted.
If, by the twenty-fifth day before the date of the Shareholders' Meeting in single call (i.e. by 29 March 2024), only one list is submitted, or lists have been presented only by shareholders associated with each other pursuant to the legal and regulatory regulations in force at the time, additional lists can be submitted until the third day after said date (i.e. by 1 April 2024) and the minimum percentage stake for submitting lists shown on the notice of call will be considered reduced by half (i.e., equal to 1.25% of the share capital).
ALLOCATION OF PROFIT FOR THE YEAR
Any dividend the Shareholders' Meeting passes resolution on will be paid, in accordance with applicable laws and regulations, starting from 5 June 2024 (payment date) with coupon date of 3 June 2024 (ex date). Those who are shareholders based on evidence from accounts relating to the end of of 4 June 2024 (record date) will be entitled to receive the dividend.
DOCUMENTATION
The documentation relative to the Shareholder's Meeting - including the detailed report on the issues on the agenda and the complete text of the proposed resolutions, as well as the annual Financial Report, the Report of the Board of Statutory Auditors, the Report of the Auditing Company and the Consolidated Non-Financial Statement as at 31 December 2023 together with information on the total share capital, the forms to be used when voting through the Designated Representative - shall be made available to the public according to the terms and conditions set forth by law, with all Shareholders and voting rights holders entitled to obtain a copy thereof.
This documentation will be made available to the public at Tinexta's registered office, on the company website at www.tinexta.com, Governance/Shareholders' Meeting section - https://tinexta.com/it-IT/company/governance/assemblea-azionisti, as well as at the authorised storage mechanism named e-Market SDIR-Storage.
This notice of call is published today, in full, in accordance with art. 125-bis of the Consolidated Finance Act, on

the Company's website (www.tinexta.com, Governance/Shareholders' Meeting section https://www.tinexta.com/assemblea-azionisti) and at the storage mechanism called e-Market SDIR-Storage, as well as in excerpt form in the daily newspaper "IlSole24Ore".
* * *
Rome, 14 March 2024
On behalf of the Board of Directors
Chairman Enrico Salza
This English version is made available to provide non-Italian speakers a translation of the original document. Please note that in the event of any inconsistency or discrepancy between the English version and the Italian version, the original Italian version shall prevail.
***