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Tinexta

AGM Information Mar 13, 2025

4493_egm_2025-03-13_abaf005b-7fab-42d6-8c20-df5a05d0f712.pdf

AGM Information

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TINEXTA S.p.A.

Registered office in Rome, Piazzale Flaminio 1/B 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

EXCERPT OF ORDINARY SHAREHOLDERS' MEETING NOTICE OF CALL

The Shareholders entitled to participate and exercise voting rights are called to the Ordinary Shareholders' Meeting at 2:30 p.m. on 14 April 2025, in single call, using the mechanisms indicated below, to discuss and pass resolutions on the following

AGENDA

    1. Approval of the Financial Statements as at 31 December 2024, accompanied by the Report of the Board of Directors (including the consolidated sustainability report, prepared in accordance with the Italian Legislative Decree no 125 of 6 September 2024), 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 2024. Related and consequent resolutions.
    1. Allocation of financial year profit and dividend distribution proposal. Related and consequent resolutions.
    1. Report on the Remuneration Policy for the year 2025 and on Remuneration Paid for the year 2024:
    2. 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. 3.2 resolutions on the second section of the report, pursuant to article 123-ter, paragraph 6, of Italian Legislative Decree no. 58/1998.
    1. 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 23 April 2024, for the part not executed. Related and consequent resolutions.

In accordance with Art. 7 of the articles of association of Tinexta S.p.A. ("Tinexta" or the "Company"), and pursuant to Art. 135-undecies.1 of Italian Legislative Decree 58/1998 as amended and supplemented (the "Consolidated Finance Act"), the intervention of those with voting rights at Shareholders' Meeting may only take place through a designated representative appointed pursuant to Art. 135-undecies of the Consolidated Finance Act, through Computershare S.p.A. (the "Designated Representative"), in compliance with the provisions of the law and the regulations in force, as further specified below, to whom proxies and/or subproxies may also be conferred pursuant to Art. 135-novies of the Consolidated Finance Act.

For information on the share capital, the right to attend and vote at the Shareholders' Meeting (record date 3 April 2025) and representation at the Shareholders' Meeting, exclusively through the Designated Representative (Computershare S.p.A.), on the right to add to the agenda and to submit resolution proposals by shareholders who hold at least 2.5% of the share capital in accordance with Art. 126-bis, paragraph 1, first sentence of the Consolidated Finance Act, and submit individual resolution proposals by the holders of voting rights as provided under Art. 135-undecies.1, paragraph 2, of the Consolidated Finance Act, as well as on the right to ask questions before the Shareholders' Meeting and on the organisational aspects of the Shareholders' Meeting, please refer to the full text of this meeting notice published on the Company's website at www.tinexta.com, Governance/Shareholders' Meeting section.

Documentation relating to the Shareholders' Meeting, including illustrative reports by the Board of Directors and proposed resolutions on the items on the agenda, will be made available to the public under the terms and methods established by applicable regulations, with Shareholders and persons with voting rights having the option to obtain a copy. This documentation will be made available to the public at the Company's registered office, on the Company's website, www.tinexta.com, in the Governance/Shareholders' Meeting section, as well as at the storage mechanism known as eMarket SDIR-Storage and the other mechanisms provided for by current regulations.

Rome, 13 March 2025 On behalf of the Board of Directors The Chairman Enrico Salza

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