Tinexta

AGM Information • Mar 13, 2025

DIRECTORS' EXPLANATORY REPORT

TO THE ORDINARY SHAREHOLDERS'

MEETING OF TINEXTA S.P.A.

CALLED FOR THE DAY OF

14 APRIL 2025 IN SINGLE CALL

(drafted in accordance with Art. 125-ter of Italian Legislative Decree no. 58 of 24 February 1998, as amended and supplemented, and Art. 84-ter of the regulation adopted by CONSOB resolution no. 11971 of 14 May 1999, as amended and supplemented)

Dear Shareholders,

we are making available to you, at the registered office and on the website of Tinexta S.p.A. (the "Company") at www.tinexta.com and through the eMarket Storage authorised storage mechanism, pursuant to Art. 125-ter of Italian Legislative Decree No. 58/98 as amended and supplemented (the "Consolidated Finance Act") and Art. 84-ter of CONSOB Regulation No. 11971/1999 as amended and supplemented (the "Issuers' Regulations"), a report on the proposals concerning the following subject on the agenda for the ordinary Shareholders' Meeting, called through a single call for 14 April 2025 at 14:30 p.m..

THIRD ITEM ON THE AGENDA

Report on the Remuneration Policy for the year 2025 and on Remuneration Paid for the financial year 2024:

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.

Dear Shareholders,

the Board of Directors presents the report on the remuneration policy and remuneration paid (the "Remuneration Report") prepared in compliance with the provisions of Art. 123-ter of the Consolidated Finance Act, by Art. 84- quater and Annex 3A, Schedule 7-bis of the Issuers' Regulations and Art. 5 of the Corporate Governance Code adopted by the Corporate Governance Committee of Borsa Italiana S.p.A (the "Code") which the Company complies with, approved by the Board of Directors on 6 March 2025.

The Shareholders' Meeting called to approve the financial statements is called to approve, with a binding vote, the remuneration policy illustrated in the first section of the Remuneration Report and to pass resolutions for or against the second section of the same report. This latter resolution is non-binding.

The Remuneration Report is made available to the public, in accordance with the law, at the Company's registered office, at Borsa Italiana S.p.A., and on the Company's website, to which you are asked to refer.

Registered officeTinexta SpA Piazzale Flaminio, 1/B

00196 Rome – Italy Tel. +39.06.42012631 tinexta.com

VAT number 10654631000 REA Number RM 1247386 Subscribed and paid share capital €47.207.120,00

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

The first section of the Remuneration Report explains the Company's policy on the remuneration of members of the Board of Directors, general managers and key managers and - without prejudice to the provisions of Art. 2402 of the Italian Civil Code - of the members of the control body - with reference to the financial year 2025 and of the duration of one year, as well as the procedures used for the adoption and implementation of this policy.

Specifically, the first section illustrates the remuneration policy:

• indicating how it contributes to corporate strategy, and to the pursuit of the Company's long-term interests and sustainability, taking into account the remuneration and working conditions of the Company's employees;
• in which the various components of remuneration and the financial and non-financial performance targets are defined;
• specifying the elements of the policy itself from which, in the presence of exceptional circumstances, it is possible to derogate temporarily, and the procedural conditions on the basis of which the derogation can be applied.

In light of the above, we therefore submit for your approval the following resolution proposal:

"The ordinary Shareholders' Meeting of Tinexta S.p.A.

• having examined the first section of the report on the remuneration policy and remuneration paid, approved by the Company's Board of Directors on 6 March 2025, upon the proposal of the Remuneration and Appointments Committee, which met on 4 March 2025, pursuant to Art. 123-ter of the Consolidated Finance Act and Art. 84-quater and Annex 3A, Schedule 7-bis of the Issuers' Regulations,
• considering that, pursuant to Art. 123-ter, Para. 3-bis and 3-ter of the Consolidated Finance Act, as subsequently amended and integrated, the Shareholders' Meeting is called upon to cast a binding vote on the first Section of the Report on the remuneration policy and remuneration paid

resolves

• to approve the first section of the report on remuneration policy and remuneration paid pursuant to Art. 123-ter of the Consolidated Finance Act and of Art. 84-quater of the Issuers' Regulation adopted by Consob with resolution no. 11971/1999."

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

The second section of the Remuneration Report provides an adequate representation of each of the items that make up the remuneration of the persons indicated above as beneficiaries of the policy and explains in detail the remuneration paid in the year that ended on 31 December 2024 for any reason and in any form by the Company and its subsidiaries or associated companies.

In particular, the second section: (i) provides a description of the items that make up the remuneration paid in the financial year that ended on 31 December 2024, highlighting their consistency with the Company's remuneration policy for the year; (ii) provides a detailed description of the remuneration paid during the year for any reason and in any form by the Company and its associates and subsidiaries (a) on a nominative basis with respect to the members of the management and control bodies and the General Manager of Tinexta; and (b) on an aggregate basis, with respect to the other key managers of the Tinexta Group other than those

Registered officeTinexta SpA Piazzale Flaminio, 1/B

00196 Rome – Italy Tel. +39.06.42012631 tinexta.com

VAT number 10654631000 REA Number RM 1247386 Subscribed and paid share capital €47.207.120,00

indicated in the previous point (a); (iii) explains how the Company has taken account of the vote cast the previous year on the second section.

In light of the above, we therefore submit for your approval the following resolution proposal:

"The ordinary Shareholders' Meeting of Tinexta S.p.A.

• having examined the second section of the report on the remuneration policy and remuneration paid, approved by the Company's Board of Directors on 6 March 2025, upon the proposal of the Remuneration and Appointments Committee, which met on 4 March 2025, pursuant to Art. 123-ter of the Consolidated Finance Act and Art. 84-quater and Annex 3A, Schedule 7-bis of the Issuers' Regulations,
• considering that, pursuant to Art. 123-ter, Para. 6 of the Consolidated Finance Act, as subsequently amended and integrated, the Shareholders' Meeting is called upon to cast a non-binding vote on the second Section of the Report on the remuneration policy and remuneration paid

resolves

• in a favorable manner on the second section of the report on remuneration policy and remuneration paid pursuant to Art. 123-ter of the Consolidated Finance Act and of Art. 84-quater of the Issuers' Regulation adopted by Consob with resolution no. 11971/1999."

Rome, 13 March 2025

On behalf of the Board of Directors The Chairman Enrico Salza

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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.

VAT number 10654631000 REA Number RM 1247386 Subscribed and paid share capital €47.207.120,00