Annual Financial Report as at 31/12/2023

This English version of Tinexta's 2023 Annual Financial Report 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. Only the original text in Italian language is authoritative and constitutes the official version which is compliant with the provisions of the Commission Delegated Regulation (EU) 2019/815.

Company data and composition of corporate bodies 1
Summary of Group results2
Letter to Shareholders3
Report on Operations 6
Introduction 6
Group activities6
Macroeconomic context12
Key events of the period16
Definition of "non-GAAP" alternative performance indicators25
Summary of 2023 results28
Summary of the results for the fourth quarter of 202337
Statement of financial position of the Group 43
Results of the Parent Company49
Key events subsequent to year-end 55
Outlook56
Treasury share purchase programme57
2020-2022 Stock Option Plan59
2021-2023 Stock Option Plan60
2023-2025 Performance Shares Plan61
Human resources 62
Main risks and uncertainties 63
Information concerning climate and environmental aspects67
Information on corporate governance67
Transactions with Related Parties 67
Research & Development67
Stock performance 73

Statement of reconciliation of Shareholders' equity/net profit of the Parent Company with
consolidated figures 74
Proposed allocation of the 2023 profit of Tinexta S.p.A. 75
CONSOLIDATED FINANCIAL STATEMENTS 2023 76
Consolidated Financial Statements 77
Notes to the Consolidated Financial Statements as at 31 December 202384
Information on the Statement of Financial Position 130
Information on the Comprehensive Income Statement162
Additional information 175
SEPARATE FINANCIAL STATEMENTS 2023 184
Separate Financial Statements of Tinexta S.p.A185
Notes to the Separate Financial Statements as at 31 December 2023189
Information on the Statement of Financial Position 213
Information on the Comprehensive Income Statement233
Additional information 242
Certification of the consolidated financial statements of the Tinexta Group as at 31 December 2023 pursuant to the provisions of Art. 154-bis, paragraph 5 of Italian Legislative Decree 58/1998 (Consolidated Finance Act) 250
Certification of the financial statements of Tinexta S.p.A. as at 31 December 2023 pursuant to the provisions of Art. 154-bis, paragraph 5 of Italian Legislative Decree 58/1998 (Consolidated Finance Act) 251
Independent Auditors' Report on the Consolidated Financial Statements 252
Independent Auditors' Report on the Separate Financial Statements 257
Report of the Board of Statutory Auditors 262

Company data and composition of corporate bodies

Parent Company's Registered Office TINEXTA S.p.A. Piazza Sallustio 9 00187 Rome - Italy

Statutory Information about the Parent Company Share capital resolved, subscribed and paid-in €47,207,120 Rome Corporate Registry no. RM 1247386 Tax ID and VAT no. 10654631000 Institutional website www.tinexta.com

Corporate bodies currently in office

Board of Directors
Enrico Salza	Chairperson
Riccardo Ranalli	Deputy Chairperson
Pier Andrea Chevallard	Chief Executive Officer
Laura Benedetto	Director
Eugenio Rossetti	Director (independent)
Valerio Veronesi	Director (independent)
Elisa Corghi	Director (independent)
Paola Generali	Director (independent)
Caterina Giomi	Director (independent)
Laura Rovizzi	Director (independent)
Gianmarco Montanari	Director (independent)

Control, Risks and Sustainability Committee

Eugenio Rossetti Chairperson Riccardo Ranalli Laura Rovizzi

Related Party Committee

Valerio Veronesi Chairperson Paola Generali Caterina Giomi

Remuneration Committee

Elisa Corghi Chairperson Laura Benedetto Gianmarco Montanari

Board of Statutory Auditors

Luca Laurini Chairperson Andrea Bignami Standing Auditor Monica Mannino Standing Auditor Maria Cristina Ramenzoni Alternate Auditor Umberto Bocchino Alternate Auditor

Independent Auditors KPMG S.p.A.

Manager responsible for the preparation of the corporate accounting documents Oddone Pozzi

Registered and operating headquarters	Operating headquarters
Piazza Sallustio 9 - 00187 Rome	Via Fernanda Wittgens 2 c/o Vetra Building – 20123 Milan
	Via Principi d'Acaia 12 – 10138 Turin

Summary of Group results

Summary income statement data (Amounts in thousands of Euro)	2023	2022	Change	% change
Revenues	395,777	357,163	38,614	10.8%
Adjusted EBITDA	102,954	94,758	8,196	8.6%
EBITDA	93,837	86,294	7,543	8.7%
Adjusted operating profit (loss)	79,569	77,573	1,996	2.6%
Operating profit	52,397	51,613	784	1.5%
Adjusted net profit from continuing operations	54,474	52,368	2,106	4.0%
Net profit from continuing operations	34,248	32,601	1,647	5.1%
Profit (loss) from discontinued operations	35,614	45,527	(9,913)	-21.8%
Net profit	69,861	78,128	(8,267)	-10.6%
Adjusted free cash flow from continuing operations	56,897	49,456	7,441	15.0%
Free cash flow from continuing operations	52,327	40,013	12,314	30.8%
Free cash flow	49,972	48,661	1,311	2.7%
Earnings per share (in Euro)	1.38	1.65	(0.26)	-16.0%
Earnings per share from continuing operations (in Euro)	0.60	0.62	(0.02)	-3.4%
Dividend	20,994	23,260	(2,265)	-9.7%
Dividend per share (in Euro)	0.46	0.51	(0.05)	-9.8%

Summary economic data for Quarter IV (Amounts in thousands of Euro)	IV Quarter 2023	IV Quarter 2022	Change	% change
Revenues	126,230	110,494	15,736	14.2%
Adjusted EBITDA	46,056	39,979	6,077	15.2%
EBITDA	42,715	37,420	5,296	14.2%
Adjusted operating profit (loss)	38,484	35,030	3,454	9.9%
Operating profit	30,741	27,984	2,758	9.9%
Adjusted net profit from continuing operations	26,826	24,770	2,056	8.3%
Net profit from continuing operations	21,924	17,868	4,056	22.7%
Profit (loss) from discontinued operations	(535)	62	(597)	-968.7%
Net profit	21,389	17,929	3,459	19.3%
Adjusted free cash flow from continuing operations	16,618	13,266	3,352	25.3%
Free cash flow from continuing operations	14,892	11,961	2,931	24.5%
Free cash flow	14,892	11,582	3,310	28.6%
Earnings per share (in Euro)	0.39	0.34	0.05	15.5%
Earnings per share from continuing operations (in Euro)	0.40	0.34	0.07	19.7%

Summary financial position statement data (Amounts in thousands of Euro)	31/12/2023	31/12/2022	Change	% change
Share capital	47,207	47,207	0	0.0%
Shareholders' equity	455,401	402,015	53,386	13.3%
Total financial indebtedness	102,047	77,557	24,490	31.6%

Letter to Shareholders

Dear Shareholders,

Presenting the work of a year requires broadening our vision beyond our primary objectives and, in seeking a summary, outlining the contours within which we operate.

In just a few years, the 11th of September, the financial crisis, the Covid-19 pandemic, the war in Ukraine and the Israeli-Palestine conflict have shown us the risks of a world in which local events rapidly become global crises with enormous economic and geopolitical ramifications. It is quite clear that the balance of the world is changing today and the trend towards a new order defined by the competition between great powers marked, in some cases, by protectionist policies has started. It is a sort of anti-globalization that could have enormous consequences for the world economy. This is a transition that will involve new challenges and, at the same time, new technological advances, and will require companies whose core business is innovation to be ready to keep up with the design of new scenarios.

In this highly complex context, we have confidently chosen to not change the strategies that guide our business plan, pursued with prudence and determination, convinced that innovative capacity will become increasingly important.

The innovation hubs will be central.

In 2023, still characterised by restrictive policies promoted by central banks to combat high inflation, Tinexta expanded its scope of action and increased its profile as a company capable of producing and offering digital ecosystems.

On 1 February 2023, Warrant Hub completed the merger by incorporation of the subsidiaries Enhancers, Plannet, PrivacyLab, Trix and Warrant Innovation Lab, creating the "Digital Area", a hub in which specific skills are concentrated for the design of digital innovation projects for processes, products and services in a 4.0 perspective. In the first quarter of the year, in addition to completing the investment of Bregal Milestone in the share capital of InfoCert and completing the merger by incorporation of the company Sferabit into Visura, the Group completed the transfer to CRIF of 95% of the share capital of RE Valuta for a consideration of €48.4 million, which formed the basis for further acquisitions.

In the cyber sector, Tinexta consolidated its presence in advanced strategic sectors and increased its industrial and commercial synergies through a cross-selling plan with the products of Defence Tech, a major Italian trader strategic for national security, specialised in services and products for the protection of critical infrastructure, complementary with the

offer of Tinexta Cyber. In March 2023, Tinexta purchased 20% of the capital of Defence Tech and signed an agreement that provides for a call option, exercisable in 2024, for the acquisition of the majority. This marks significant progress towards the creation of an increasingly advanced cyber hub equipped to respond to current complex scenarios.

Since June, Tinexta holds 100% of the company Sixtema, while InfoCert has acquired full control of the share capital of the French company CertEurope.

In the second half of the year, the deed of merger by incorporation of Co.Mark into Warrant Hub was signed, with legal effectiveness from 30 December 2023.

In July, Tinexta and Digital Magics, a certified business incubator, signed an agreement to launch a joint venture to make investments in high-potential digital start-ups. Through this partnership, Tinexta intends to select investment opportunities in start-ups that, following a growth process, can contribute to providing functional solutions to innovate the Group's offer.

Before the summer, InfoCert completed the purchase of 65% of the share capital of Ascertia, a leading player in the Digital Trust market, an operation through which the Group achieves several strategic objectives: the strengthening of its international presence with the entry into the UK, Middle East and North Africa markets; and the integration of new technological skills.

Also as part of the international growth process, Tinexta has finalised, through its subsidiary Warrant Hub, a binding offer for the acquisition of 73.9% of the capital of ABF Group, a French company based in Tours, which carries out consulting activities for SMEs. The acquisition, whose closing was finalised in January 2024, strengthens the Group's international presence and allows Warrant Hub, already present in France with Euroquality and in Spain with Evalue, to place itself on the European market as a one of the few operators present to support innovation and business growth.

At the end of the year, Warrant Hub completed the acquisition of 80% of the share capital of Studio Fieschi & Soci, a company specialised in business consulting on ESG issues.

In December, the Parent Company established the company Antexis Strategies S.r.l., wholly-owned and delegated to providing advisory services, thus launching a new business line dedicated to strategic and operational advisory for SMEs.

The Group's financial parameters are positive: Revenues increased compared to 2022 by €38,614 thousand or 10.8%, adjusted EBITDA by €8,196 thousand or 8.6%, EBITDA by €7,543 thousand or 8.7%, Operating profit by €784 thousand or 1.5%, as well as Net profit from continuing operations by €1,647 thousand or 5.1%.

The Tinexta stock (Ticker: TNXT) closed 2023 at a price of €20.28 per share, compared to €22.80 per share as at 31 December 2022, with a decrease of €2.52 (-11.1%). As at 31 December 2023, market capitalisation was €957.36 million. The lowest closing price in 2023 was €14.55, recorded on 26 September, while the highest closing price was €26.12,

recorded on 7 February. In the course of 2023, trading of Tinexta shares in the market managed by Borsa Italiana S.p.A. reached an average daily value of €1,263,198.83 and an average daily volume of 67,392.67 shares.

The stock suffered from the unfavourable macroeconomic scenario, with interest rates still high and low liquidity recorded in the mid-cap segment in favour of larger companies.

Today we present a Group with solid fundamentals and forward-looking guidelines, which has made great progress in international expansion and consolidation in its reference markets. At the same time, an important consolidation process was launched within the Business Units aimed at strengthening the qualified offer of services through the consolidation of the structures and the easing of the Group perimeter.

We are confident of the choices made and comforted by the market response. The skills, our true assets and the know-how that we continue to increase are the foundations on which our future progress will rest.

7 March 2024

Enrico Salza Chairman Tinexta S.p.A.

Report on Operations

Introduction

This Report on Operations relates to the Separate Financial Statements and Consolidated Financial Statements of Tinexta as at 31 December 2023, prepared in accordance with the International Financial Reporting Standards (IFRS) and International Accounting Standards (IAS) issued by the International Accounting Standards Board (IASB) and approved by the European Union. The report should be read together with the corresponding Tables and related Notes, which together make up the Separate and Consolidated Financial Statements for the year ended 31 December 2023.

Unless otherwise indicated, all the amounts in this Report are in thousands of Euro.

Group activities

The Tinexta Group provides, mainly in Italy, a wide range of Digital Trust, Cybersecurity and Business Innovation services. On 30 May 2022, Tinexta S.p.A. concluded binding agreements for the sale to CRIF S.p.A. ("CRIF") of the Credit Information & Management division through the sale of the equity investments held by Tinexta in the companies Innolva S.p.A. and RE Valuta S.p.A. The transaction relating to the Innolva Group closed on 3 August 2022. The closing of the transaction with reference to RE Valuta took place on 7 March 2023.

The Group has developed rapidly in recent years, due to both organic growth and acquisitions aimed at expanding the portfolio of products/services and extending the offering to market sectors considered strategic and synergistic.

The Group operates through the following Business Units (BUs):

the Digital Trust BU offers the market IT solutions for the digital identity and dematerialisation of processes in line with applicable regulations (including eIDAS European regulations issued in 2016, EU Regulation 910/2014) and compliance standards of customers and industry. Products can also be broken down between Off the Shelf products (Telematic Trust Solutions) such as certified e-mail (CEM), electronic storage, ature, e-invoicing and Enterprise Solutions such as Trusted Onboarding Platform (TOP) and GoSign, within the market of Digital Transaction Management. Digital Trust activities are provided by the Group through InfoCert S.p.A., its subsidiaries and associates and RE Visura S.p.A.

For the purpose of carrying out activities as a manager of certified e-mail, electronic storage and ature, InfoCert is qualified as a Certification Authority and accredited by the AgID (Agenzia per l'Italia Digitale – Italian Digital Agency) of the Italian Presidency of the Council of Ministers. The ability to provide said IT solutions is reserved for entities that meet certain legal requirements, in terms of both assets and organic & technological infrastructure. InfoCert has also been accredited by AgID as a Qualified Trust Service Provider ("QTPS"), i.e. a Digital Identity manager, which can issue digital identities to citizens and businesses, managing in total security the user authentication.

Sixtema S.p.A., owned by InfoCert since April 2017, provides IT and management services to companies, entities, associations and institutions, with a particular focus on the world of the CNA (Confederazione Nazionale dell'Artigianato – National Confederation of Artisans). It has its own data centre through which it provides software services in ASP and/or SaaS mode. Moreover, as service provider, it provides an integrated technological infrastructure service. Its offering includes software solutions to comply with all tax obligations, employment legislation and other regulations in general.

AC Camerfirma S.A. (hereinafter also "Camerfirma"), 51%-owned by InfoCert since May 2018, operating in Spain in the Digital Trust sector and present in the South American market as well (Camerfirma Perù S.A.C. and Camerfirma Colombia S.A.S.), offers mainly digital certification services. It has launched the marketing of higher value-added InfoCert products to banks and large companies operating on the Spanish market.

Visura S.p.A. is active in the Digital Trust market mainly through the sale of Telematic Trust Solutions and resale services of products such as certified e-mail, ature and electronic invoicing. It offers also IT products and services to professional associations such as telematic certificates, Quadra (electronic filing of documents and management of civil proceedings), electronic filing of paperwork and financial statements, and CAF Facile (the filing of 730 tax returns and ISEE statements). It manages around 450 thousand customer records including professionals, professional firms, public administrations, professional associations and companies.

In November 2021, the acquisition by Infocert S.p.A. of Certeurope S.a.S. CertEurope, based in Paris, was finalised. This is one of the three largest Certification Authorities in France with a very well-known brand and a market share of around 40% in the eIDAS certificate sector. The company has the authorisations and accreditations necessary to issue all types of certificates required by the French market, in compliance with the technical requirements established by the French Agency for the Security of Information Systems (ANSSI). Through the acquisition, Tinexta is entering the French market, the second largest in the European Community, and InfoCert, the largest Certification Authority in Europe, will be able to sell its solutions on the territory. CertEurope's well-established business relationships with a number of important trade associations (attorneys, inter alia) and with large national retailers (resellers of digital services) represent a potentially significant accelerator for the penetration of InfoCert solutions into the French market.

In July 2023, InfoCert S.p.A. completed the purchase of Ascertia. Based in London (UK), Ascertia also operates in the United Arab Emirates and Pakistan. Recognised by Gartner as a reference player in the PKI (Public Key Infrastructure), infrastructure necessary to implement public key cryptography solutions to protect communications, authentications and the integrity of digital transactions. Ascertia also offers ature products compliant with the eIDAS regulation and ETSI standards.

In October 2020 Tinexta announced the creation of the Cybersecurity BU to assist private and public customers in digital transformation processes with the best technologies and protocols for digital security and identity. Tinexta signed binding agreements for the acquisition of the majority of the share capital of three major Italian companies: the company containing the Projects and Solutions – IT and R&D divisions of Corvallis (acquisition completed on 22 January 2021), Yoroi S.r.l. (acquisition completed on 26 January 2021) and Swascan S.r.l. (acquisition completed on 20 October 2020).

The IT and R&D divisions of Corvallis (now merged into Corvallis S.r.l. together with the 100% equity investment in Payotik S.r.l.) have a long experience on the market as a provider of high value solutions. The skills developed by Corvallis are essential to create solutions for large projects of financial companies and other sectors. This activity is based on a broad client base, developed on strong relationships and on processes aligned to international best practices. It boasts also a training model based on an "Academy", also thanks to the collaboration with the University of Padua and the University of Milan-Bicocca.

Yoroi S.r.l. (which had incorporated Cybaze and @Mediaservice, before joining Tinexta) provides cutting-edge solutions to companies and organisations that must contain and manage all levels of IT risk, in order to prevent or reduce the damages potentially deriving from a cyberattack. The company has a diversified commercial offer that covers the entire IT security value chain for large companies, with highly specialised technologies and well-known brands such as Cybaze, Emaze, Yoroi and Mediaservice.net. Lastly, Yoroi carries out intensive R&D activities, collaborating with the University of Bologna, La Sapienza University in Rome, and the University of Sannio.

Swascan S.r.l. is an innovative Italian cybersecurity start-up, owner of the Swascan Cloud Security Testing platform and a recognised Cyber Competence Centre. The combination of the "SaaS ready to use" platform and the company's vertical and highly specialised skills make it a point of reference for SMEs for IT security and legislative compliance requirements.

The Business Innovation BU operates in the business consulting market through Warrant Hub S.p.A. (Warrant Hub) and its subsidiaries. Starting from 30 December, but with accounting effects retroactive from 1 January 2023, the company Co.Mark was merged by incorporation into Warrant Hub S.p.A.; Co.Mark's activities are therefore now integrated into Warrant Hub.

The activities of the Business Innovation BU are divided into three areas:

i) consulting for obtaining subsidised finance funds (automatic, from regional, national, European tenders, Patent Boxes, technology transfer, etc.);
ii) support to companies in the digitisation of factory processes through project management activities, research contracts, technological scouting, technology & innovation intelligence;

iii) support to small and medium-sized enterprises in their internationalisation process, in the search for customers and in creating business opportunities in Italy as well as abroad.

The first area offers mainly consulting services to companies that invest in productivity and innovation/R&D to obtain subsidised and integrated loans primarily from the Italian Ministry of Economic Development and the Regions, as well as the tools provided by the National Industry 4.0 Plan. BeWarrant S.p.r.l. and the European Funding division of Warrant Hub support European projects for research, development or innovation, facilitating access to the European co-financing through dedicated programmes such as Horizon 2020 (in the future Horizon Europe), Life, SME Instruments and Fast Track to Innovation. The Corporate Finance division, on the other hand, supports companies in managing relations with credit institutions and in analysing the company rating in order to identify the most critical variables on which to implement interventions aimed at improving the company with a view to Basel 2.

Forvalue S.p.A., acquired by the Group in July 2021 and transferred from Innolva S.p.A. to Warrant Hub S.p.A. in 2022, offers services and products through a network of partners to support business innovation, growth and the efficiency of management processes.

Evalue Innovación SL, acquired by Warrant Hub in January 2022, is a leader in consulting to businesses for subsidised finance operations in support of innovation and development projects and boasts a widespread presence throughout Spain with offices in Valencia, Madrid, Barcelona, Seville and Murcia. The company offers support services for obtaining tax incentives for R&D and technological innovation projects and national and European subsidised finance services.

Euroquality SAS, based in Paris, and affiliate Europroject OOD, based in Sofia (Bulgaria), are specialised in supporting their customers in accessing European funds for innovation.

On 16 November 2023, Warrant Hub S.p.A. completed the acquisition of 80% of the share capital of Studio Fieschi & Soci S.r.l. (Studio Fieschi), already 20% held from 2021 and specialised in business consulting on ESG (Environmental, Social, Governance) issues.

In December 2023, Warrant Hub S.p.A. finalised a binding offer for the acquisition of 73.9% of the capital of ABF Group S.A.S., in the form of a put option in favour of the selling shareholders, according to French practice. ABF Group, based in France, was founded in 2004 and carries out, through a network of business partners and highly qualified professionals, consulting activities for SMEs for the development of local projects supported by public loans for innovation. ABF Group is also present in the European planning and tax incentives market. The transaction is in line with the international positioning strategy and allows Warrant Hub, already present in France with Euroquality and in Spain with Evalue, to position itself on the European market as one of the few operators present in support of innovation and growth of companies, to promote their innovative services in France, already successfully tested in Italy, and to strengthen expertise in the sector of public loans for innovation and sustainable development. In addition, this transaction will offer the possibility of expanding the

respective offer portfolios, in particular that of ABF Group, by integrating the unique skills of Warrant Hub and creating synergies and exchanges of knowledge between Italy, France and Spain.

The second Digital area is a hub in which specific solutions and skills are concentrated for the design and implementation of innovation and digital transformation projects of processes, products and services, also with a view to 4.0: from the design and development of digital ecosystems and advanced humancentred IoT solutions, to the optimisation of supply chain control and planning processes, also through proprietary software or through scouting and technology transfer activities and consultancy in the field of intangible assets.

This area was strengthened in February 2023 following the merger by incorporation into Warrant Hub of the subsidiaries Enhancers SpA, Plannet Srl, PrivacyLab Srl, Trix Srl and Warrant Innovation Lab Srl. The merger sets the stage for further advances in the proposal of integrated consulting solutions and technologies to support the digital transition of companies and is aimed at simplifying the organisational structure, further increasing the efficiency of operating processes and, above all, enhancing the strong business synergies between the different business areas.

The third area, through Warrant Hub, seeks out new opportunities for its customers by targeting foreign markets; this service generates added value thanks to the ability of the TES® (Temporary Export Specialist®) team to enter into synergy with companies and to identify the best target markets and the most suitable distribution channels.

Digital marketing services are instead the prerogative of the subsidiary Queryo Advance S.r.l., acquired in January 2021. It operates in the design and management of Digital ADV campaigns, in SEM (Search Engine Marketing) - SEA (Search Engine Advertising) and SEO (Search Engine Optimization), as well as in Social Media Marketing, Remarketing and advanced Web Analytics.

Structure of the Tinexta Group, including only controlling interests held, as at 31 December 2023:

Structure of the Tinexta Group, including only controlling interests held, at the date of this meeting of the Board of Directors:

Tinexta S.p.A. – 2023 Annual Financial Report 11

Macroeconomic context

The year 2023 was characterised once again by restrictive policies promoted globally by central banks to combat high inflation. Unlike in 2022, in 2023 the tightening process of central banks reached a peak and operators began to hypothesise significant rate cuts during 2024, also in consideration of reducing inflation, mainly due to the falling price of energy goods.

With a decisive reversal of the trend compared to what was seen in 2022, inflation in the main economies, Europe and the United States, started decreasing during 2023 with the December data at 3.4% and 2.9%, respectively. China, which in 2022 had maintained inflation at around 2% due to lockdowns, experienced deflationary months with an economy that is still struggling to recover in the post-Covid-19 period.

Evolution of inflation in the main world economies

-2,0 0,0 2,0 4,0 6,0 8,0 10,0 % 12,0 United States Eurozone China

(31 December 2019 - 31 December 2023)

In 2023, the international economy continued to grow, with a moderate deceleration compared to the previous year. The international economic outlook remained characterised by high uncertainty and downside risks mainly linked to the worsening and spread of geopolitical tensions and to less favourable financial conditions. During the year, there was a general moderation of inflation as a result of the more restrictive stance of monetary policy and the drop in the energy commodity prices compared to the peaks of last year. The economic recovery was also favoured by the reopening of the Chinese economy after the end of the "zero-COVID" strategy, even though the country's growth prospects were disappointing.

In terms of monetary policy, the European Central Bank (ECB) continued its tight monetary policy in line with expectations, bringing the reference rate on deposits to 4% from 2% at the beginning of 2023, in a squeeze of 200 basis points resulting from six increases during the year. From the September meeting onwards, rates were left unchanged as inflation in 2023 showed a decreasing trend, dropping from 9.2% in December 2022 to 2.9% in the last data of the year. In the final part of the year, the Governing Council considered that inflation although it had decreased in recent months — will probably return to a temporary increase in the short term and then approach the 2% target in 2025. Future decisions of the Governing Council will ensure that reference rates are set at sufficiently restrictive levels for as long as necessary with a data-driven approach in determining the appropriate level and duration of the tightening.

During 2023, the Asset Purchase Programme (APP) portfolio shrank at a measured and predictable pace, given that the Eurosystem no longer reinvests the principal repaid on expiring securities. With regard to the Pandemic Emergency Purchase Programme (PEPP), the ECB's recommendations are for a full reinvestment of the capital repaid on expiring securities under the programme in the first part of 2024. In the second part of the year, forecasts are for a reduction in the PEPP portfolio of €7.5 billion per month, on average, and to end reinvestments under this programme at the end of 2024.

In 2023, the Federal Reserve opted for four rate increases, reaching an overall monetary squeeze of 100 basis points, to then left them unchanged during the last three meetings of the year in a range between 5.25% and 5.5%. According to the latest Fed projections, the reference rate will fall to 4.6% next year, suggesting three rate cuts in 2024, while for 2025 members expect rates to drop to 3.6% from the previous 3.9%.

In the last few months of 2023, the markets began to price in potential rate cuts by the main central banks in 2024 in light of a marked decline in inflation and an economy that is struggling to recover. However, the geopolitical context that remains challenging, with potential disruptions in supply chains, could make the downward path of inflation more difficult.

Evolution of the reference interest rates of the main central banks (31 December 2021 - 31 December 2023)

Federal Reserve European Central Bank Bank of England

6-month Euribor and 5-year EUR IRS figures

(31 December 2021 - 31 December 2023)

10-year BTP, 10-year Bund and 10-year EUR IRS yield evolution

(31 December 2021 - 31 December 2023)

The Central Bank of Japan (BOJ) again this year went in the opposite direction compared to the other central banks and in its last meeting in December confirmed negative interest rates at -0.1% for the short term, also keeping unaltered its ultra-accommodative policy, which includes asset purchases and other stimulus measures such as yield curve control measures. The BOJ will allow the return of the ten-year bond to range between 1% and - 1%. As for inflation, the BOJ expects it to remain above its annual target of 2% in 2024, although price growth is expected to slow down.

The decline of the Eurozone economy extended to the last month of 2023, as shown by the data collected by the HCOB PMI survey, prolonging a contraction that had been observed since June. The demand for goods and services in the Eurozone continued to weaken and employment levels again recorded decrease, the second in almost three years. However, economic growth forecasts have improved, increasing further compared to the lows of September and reaching the highest value in seven months (which however remains weak compared to the historical average). Once seasonally adjusted, the HCOB Eurozone Composite PMI, which consists of a weighted average of the HCOB Eurozone Manufacturing PMI and the HCOB Eurozone Services PMI, equalled the value of November in December, at 47.6. In December, the index continued to indicate a value below 50.0, extending a sequence which repeated monthly in the third and fourth quarter of 2023. In the

United States, the Services PMI stood at 51.4 in December, while the Manufacturing PMI rose to 47.9, down compared to previous months and remaining below the 50 threshold. In this way, in the last month of the year the US Composite PMI rose to 50.9.

In its October publication, the International Monetary Fund revised its growth estimates for this and next year, with a more pronounced cut for developed countries. In its World Economic Outlook, the IMF now expects global GDP to rise by 3% in 2023 from 3.5% in 2022, to then slow down to +2.9% in 2024 (the previous estimate was +3%). As regards the Eurozone, estimates are down by 0.2%, to 0.7% in 2023 and by 0.3% to 1.2% in 2024. In Italy, the cut in expectations is 0.4% in 2023 and 0.2% in 2024. GDP should therefore grow by only 0.7% in both years. On the other hand, as regards Italian public debt, the IMF estimates that it will reach 143.7% this year, to drop to 143.2% in 2024 and 140.1% in 2028. According to forecasts, the global inflation index will gradually decrease, from 8.7% last year to 6.9% this year and to 5.8% next year. However, the forecasts for 2023 and 2024 have been adjusted upwards by 0.1 and 0.6 percentage points and it is expected that prices will not return to the target before 2025 in most cases. For the Eurozone, the IMF predicts a decline to 5.6% this year and to 3.3% next year, while in the United States the trajectory should record a decline to 4.1% by 31 December and a further attenuation to 2.8% in 2024.

Key events of the period

Key events that occurred in the first nine months of 2023:

On 1 February 2023, as part of the industrial growth project undertaken in recent years, Warrant Hub completed the merger by incorporation of the subsidiaries Enhancers S.p.A., Plannet S.r.l., PrivacyLab S.r.l., Trix S.r.l. and Warrant Innovation Lab S.r.l., creating the Digital Area. The merger represents further advances in the proposal of integrated consulting solutions and technologies to support the digital transition of companies and is aimed at simplifying the organisational structure, further increasing the efficiency of operating processes and, above all, enhancing the strong business synergies between the different business areas. The Digital Area is a hub in which specific solutions and skills are concentrated for the design and implementation of innovation projects and digital transformation of processes, products and services, also with a view to 4.0: from the design and development of digital ecosystems and advanced human-centred IoT solutions, to the optimisation of supply chain control and planning processes, also through proprietary software or through scouting and technology transfer activities and consultancy in the field of intangible assets.
On 2 February 2023, following the agreements signed on 27 October 2021, the investment of €100 million by Bregal Milestone in InfoCert was completed. Bregal Milestone made an investment of €70 million on 3 February 2022 and, within the term of 12 months envisaged by the agreements, paid an additional €30 million, reaching a stake of approximately 16.09% of the share capital of InfoCert.
On 1 March 2023, the merger by incorporation of the company Sferabit S.r.l. into Visura S.p.A. was completed. The production of legal effects was established by the

deed of merger starting from 31 March 2023, with the accounting/balance sheet and tax effects backdated to 1 January 2023.

On 7 March 2023, following agreements signed on 30 May 2022, Tinexta S.p.A. finalised the transfer to CRIF S.p.A. of 95% of the share capital of RE Valuta S.p.A. for a consideration of €48.2 million. The total equity value was determined on the basis of an enterprise value for RE Valuta of €46 million, adjusted for the estimated net financial position at the closing. The parties agreed on a revision of the enterprise value of €4 million compared to the agreements of 30 May 2022, in consideration of the deterioration of the macro-economic conditions, which occurred and consolidated after the conclusion of the original agreements.
On 7 March 2023, InfoCert S.p.A. and CRIF S.p.A., a global company specialised in credit and business information systems, analytics, outsourcing and processing services as well as advanced digital solutions for business development and open banking, signed a partnership agreement with the aim of integrating the respective technological platforms in the KYC (Know Your Customer) area and with the aim of offering the market the most advanced solution for the identification, contracting and anti-money laundering check processes for the onboarding of customers in the Financial Services area. InfoCert contributes to the partnership with vertical skills, the intellectual property of its 22 patents and the TOP® – Trusted Onboarding Platform for remote onboarding and contracting, adopted by over 120 customers in 30 countries and with over 20 million onboarding already completed as well as acquiring the CRIF Phygital software license relating to innovative solutions for the management of KYC processes for the onboarding of retail customers. For its part, CRIF brings its advanced analytical skills and proprietary credit & business information ecosystem to the partnership. Among the main benefits deriving from the partnership, in addition to the simplification of the offer, it should also be emphasised the convenience of being able to rely on a single integrated and packaged platform, equipped with advanced security features, suitable to meet the needs of customers of any size. In addition, the InfoCert-CRIF platform is already set up to support future European identity schemes based on digital wallets and identity credentials.
On 20 March 2023, Tinexta S.p.A., following the agreements entered into on 28 December 2022, established the wholly-owned vehicle called Tinexta Defence S.r.l. with a share capital of €25 thousand to implement the agreements for the purchase of 20% of the share capital of Defence Tech Holding S.p.A.
On 17 April 2023, in follow-up to the agreements signed on 28 December 2022, Tinexta S.p.A. finalised the acquisition of 20% of the capital of Defence Tech Holding S.p.A. Società Benefit ("Defence Tech" or the "Company") through a wholly-owned vehicle (Tinexta Defence S.r.l., "Tinexta Vehicle").

The transfer of the equity investment to Tinexta was finalised upon fulfilment of all the conditions precedent set forth in the related binding agreement, including the Golden Power authorisation and the attainment of confirmation from the Panel of Borsa Italiana S.p.A. regarding the non-existence of promoting a takeover bid following the signing of the Tinexta Call described below.

The purchase by the Tinexta Vehicle of 20% of the capital of Defence Tech (equal to approximately 5,108,571 shares) was made pro-rata by the reference shareholders,

Comunimpresa S.p.A., GE.DA Europe S.r.l. and Starlife S.r.l. ("Starlife" and jointly the "Selling Shareholders"), at €4.9 per share, for a total consideration of approximately €25.0 million.

On the same date, the Selling Shareholders initiated a reverse accelerated bookbuilding (RABB) transaction concerning the pro-rata purchase on the market of 1,428,571 shares (equal to approximately 5.6% of the share capital, or approximately 20% of the share currently held by the market) at the price of €4.9 per share.

On that same date, a call option was also stipulated, which can be exercised by the Tinexta Vehicle within 100 days from the date of approval by the Board of Directors of Defence Tech of the consolidated financial statements of the Company as at 31 December 2023 ("Tinexta Call") on a portion corresponding to the residual equity investments of the shareholders Comunimpresa S.p.A. and GE.DA S.r.l. The call price was defined as 2023 Adjusted EBITDA for a multiple of 12x, plus a pro-rata Adjusted NFP. If the Tinexta Call is not exercised, the shareholders Comunimpresa S.p.A. and GE.DA S.r.l. may exercise a call option on the Tinexta share at the higher of the price paid by Tinexta at the time of purchase of 20% and the Tinexta Call price for the 20% share.

On that same date, a shareholders' agreement was also signed, replacing the one currently in force between the reference shareholders, containing provisions pertaining to the governance of Defence Tech. This agreement is aimed at allowing Defence Tech to continue the process of organic growth by implementing the business plan and protecting Tinexta's investment as well as the possible exercise of the Tinexta Call. If the Tinexta Vehicle should decide to exercise the Tinexta Call, the Tinexta Vehicle would come to hold a percentage of the share capital of Defence Tech including (depending on the outcome of the RABB Transaction) between approximately 56.2% and approximately 60.1%. Comunimpresa and Ge.Da. would no longer hold any equity investment and Starlife would remain the owner of a percentage ranging (depending on the outcome of the RABB Transaction) between approximately 15.8% and approximately 17.5% (the "Starlife Shareholding").

The purchase of the shares subject to the Tinexta Call by the Tinexta Vehicle would give rise to the obligation on the part of the same to launch a takeover bid on all the shares of the Company pursuant to Article 106, paragraph 1, of Italian Legislative Decree no. 58/98 ("Consolidated Finance Act"), as well as pursuant to Article 6-bis of the Euronext Growth Milan Regulation and Article 11 of the Company's Articles of Association (the "Takeover Bid" or the "Offer"). The takeover bid consideration, pursuant to Article 106, paragraph 2 of the Consolidated Finance Act, will not be lower than the price paid by the Offeror and by the parties acting together with the same for the purchase of shares in the twelve months prior to the occurrence of the obligation.

Company, freeing it up in full by transferring this investment into the Tinexta Vehicle. At the date of the transfer, shareholder agreements are also expected to be entered into between Tinexta and Starlife regulating the governance of the Tinexta Vehicle and of the Issuer, as well as agreements concerning the relations between the top management and the Tinexta Vehicle, after Starlife's execution of the investment.

Lastly, provision is also made for a put & call option between Tinexta and Starlife – regarding the investment of Starlife in the Tinexta Vehicle – to be exercised in 2029, following the pursuit of the 2024-2028 plan, the period in which Defence Tech will be headed up by the current management. The 2029 put & call option will be measured at the fair market value of the Tinexta Vehicle and as at 31 December 2023 it had not generated accounting effects.

On 21 April 2023, the Ordinary Shareholders' Meeting of Tinexta S.p.A.:
- approved the financial statements as at 31 December 2022;
- approved the distribution to the Shareholders of a dividend of €0.51 gross for each outstanding share, for a total of €23,259,505.23. The dividend was paid from 7 June 2023, with ex-dividend date no. 9 on 5 June 2023 and record date on 6 June 2023. The Shareholders' Meeting also approved to allocate the remaining part of the profit for the year for €2,291,090.87 to the legal reserve, and for €56,017,933.35 to retained earnings;
- approved the remuneration policy and approved the remuneration paid for the year 2022;
- approved the authorisation for the purchase and disposal of treasury shares, pursuant to Arts. 2357 et seq. of the Italian Civil Code and Art. 132 of the Consolidated Finance Act, also in several tranches, and on a revolving basis, up to a maximum number that, taking into account the Company's ordinary shares held from time to time in portfolio by the Company and its subsidiaries, does not exceed a total of more than 10% of the share capital, in accordance with the provisions of Art. 2357, paragraph 3 of the Italian Civil Code. At 21 April 2023, the Company held 1,727,445 treasury shares, equal to 3.659% of the share capital. The authorisation to carry out transactions for the purchase and disposal of treasury shares is to allow the purchase and disposal of the Company's ordinary shares, in accordance with applicable EU and national regulations and accepted market practices recognised by CONSOB, for the following purposes: (i) to dispose of treasury shares to be allocated in service of the existing and future share-based incentive plans in order to incentivise and retain employees, partners and directors of the Company, the subsidiaries and/or other categories of persons chosen at the discretion of the Board of Directors; (ii) to implement transactions such as the sale and/or exchange of treasury shares for acquisitions of equity investments, direct or indirect, and/or properties and/or to enter into agreements with strategic partners and/or to implement industrial projects or extraordinary finance operations, falling within the targets for expansion of the Company and of the Group; (iii) to complete subsequent purchase and sale operations of shares, within the limits of permitted market practices; (iv) to carry out, directly or by way of intermediaries, any stabilisation and/or support operations of the liquidity of the Company's stock in respect of permitted market practices; (v) to set up a "stockpile", useful in any future extraordinary financial

transactions; (vi) to implement a medium- and long-term investment or in any case to grasp the opportunity to make a good investment, in view of the expected risk and return of alternative investments and also through the purchase and resale of shares when considered appropriate; (vii) to use surplus liquid resources. The duration of the authorisation to purchase is fixed for the maximum period provided for in the applicable legislation. The authorisation provides for the purchases of treasury shares to be carried out in compliance with legal and regulatory provisions, including those in Regulation (EU) 596/2014 and Delegated Regulation (EU) 2016/1052, as well as acceptable market practices at the time in force, where applicable. In any event, purchases must be made (i) at a price per share which shall not deviate downwards or upwards by more than 10% from the reference price recorded by the share during the trading session preceding each individual transaction; (ii) at a price which shall not exceed the higher of the price of the last independent transaction and the price of the highest current independent bid on the trading venue where the purchase is made. In view of the different purposes that can be served by transactions on treasury shares, authorisation is granted for purchases to be made, in compliance with the principle of equal treatment of shareholders provided for in Article 132 of the Consolidated Finance Act, according to any of the methods set out in Article 144 bis of the Issuers' Regulations (including through subsidiaries), to be identified, on a case-by-case basis, at the discretion of the Board of Directors. For any further information on this regard, please refer to the Directors' report published on the Company's website www.tinexta.com, in the Governance Section;

approved the new long-term incentive plan based on financial instruments called "2023-2025 Performance Shares Plan" addressed to the persons who will be identified among the Directors with proxies, the Key Management Personnel, and other employees with strategic roles of Tinexta S.p.A. and other companies it controls. The Plan is based on the assignment, free of charge, of rights to receive ordinary shares of the Company, subject to the occurrence of certain performance conditions;
appointed a new Tinexta S.p.A. alternate auditor.
On 10 May 2023 the Board of Directors of Tinexta S.p.A.:
- resolved to launch a buy-back programme in implementation of the authorisation approved by the Shareholders' Meeting on 28 April 2022 (the "Buy-back"). The Buy-back has the main aim of disposing of treasury shares to be allocated in service of current and future incentive plans in order to incentivise and retain employees, partners and directors of the Company, the subsidiaries and/or other categories of persons chosen at the discretion of the Board of Directors, without prejudice to the Board being able to contemplate further or other purposes for the Buy-back than those approved by the Shareholders' Meeting of 21 April 2023. The maximum number of shares to be purchased and the maximum amount allocated to the Buy-Back. In view of the limits set by the aforementioned meeting resolution of 21 April 2023, the purchases of treasury shares must be made to such an extent that, at any time, taking into account the Tinexta ordinary shares held at the time by the Company and its subsidiaries, those shares must not in total exceed 10% of the Company's share capital, i.e. 4,720,712 shares. To

execute the Buy-back, the Company therefore aims to purchase a maximum of 832,254 shares. The Company mandated Banca IMI as an independent intermediary to carry out the Buy-back in full independence and in accordance with the constraints arising from applicable legislation and within the limits of the aforementioned resolutions. The buy-back transactions will be carried out in accordance with the principle of equal treatment of shareholders provided by Art. 132 of the Consolidated Finance Act, in any way in the manner referred to in Art. 144-bis of the CONSOB Regulation (also through subsidiaries), to be identified from time to time. In addition, the purchase of shares may also be carried out in the manner envisaged by Art. 3 of the Commission Delegated Regulation (EU) no. 2016/1052 in order to benefit – if the prerequisites are in place – from the exemption under Art. 5, para. 1 of Regulation (EU) no. 596/2014 on market abuse with regard to the abuse of inside information and market manipulation. The purchase price of the shares will be determined from time to time for each individual transaction, provided that purchases will have to be made at a price per share that will not differ, nor decrease, or increase, by more than 10% compared to the reference price recorded by the stock in the trading session before each individual transaction and at a consideration that is not higher than the higher price between the price of the last independent transaction and the price of the highest current independent bid on the trading venue where the purchase is made. The purchases of treasury shares, in one or more tranches and even on a revolving basis, must be made within 18 months of the date of the Shareholders' Meeting resolution. The duration of the authorisation to the disposal of the relative shares is without a time limit. The Company may proceed without any time constraints to the acts of disposal within the limits of what is allowed and from the normative and regulatory requirements and the permitted pro-tempore practices in force, where applicable, and by the Regulations issued by Borsa Italiana S.p.A., as well as in accordance with the objectives outlined above and with the Company's strategic guidelines that it intends to pursue. Any transactions made and the details will be communicated to the market in the terms and manner of the current regulations;

provided to identify (i) the beneficiaries of the 2023-2025 LTI Performance Shares Plan approved by the Shareholders' Meeting of 21 April 2023, including the Chief Executive Officer and key management personnel, as well as (ii) the number of rights assigned to each beneficiary. Further assignments may be made in the first 18 months of the vesting period. The Board of Directors assigned a total of 473,890 rights to receive up to a maximum of 710,835 Company shares in case of maximum achievement of all performance targets.
On 5 June 2023, pursuant to the agreements signed on 29 June 2020, InfoCert S.p.A. exercised the option rights on the residual 20% of the share capital of Sixtema S.p.A., coming to hold 100% of the company. The consideration was set at the conditions defined in the aforementioned agreements at €1,084 thousand.
On 5 July 2023, the Shareholders' Meetings of Warrant Hub S.p.A. and Co.Mark S.p.A. resolved on the merger by incorporation of Co.Mark S.p.A. into Warrant Hub S.p.A., which includes the determination of the correct swap ratio of Co.Mark S.p.A.

shares leading to the equity investment of the minority shareholder of Warrant Hub S.p.A. to be reduced from 12.00% to 10.38%. The merger has legal effectiveness from 30 December 2023, with accounting and tax effectiveness backdating to 1 January 2023.

On 12 July 2023, pursuant to the purchase agreement signed on 26 October 2021 between the French company Oodrive S.A.S. and InfoCert S.p.A., the purchase option was exercised on the remaining 40% of the share capital of CertEurope S.A.S., under the conditions defined in the aforementioned contract. Already holder of 60% of the share capital, InfoCert thus acquires full control of the CertEurope's share capital. The consideration for the purchase of 40% of the share capital amounts to approximately €30.6 million. Pursuant to the contract, the aforementioned option was exercisable following the approval of CertEurope's 2022 financial statements. The transaction was financed using own funds.
On 17 July 2023, a settlement agreement was signed relating to an investment agreement signed in 2020 within the Credit Information & Management division, through which Tinexta S.p.A. undertook, without recognition of the claims, to pay an amount of €2 million settled by transfer of ownership to the counterparty of the equity investment in the share capital of FBS Next S.p.A. held by Tinexta. The share endorsement took place on 20 July 2023.
On 19 July 2023, Tinexta S.p.A. and Digital Magics, a certified business incubator listed on the Euronext Growth Milan market and a leader in technological innovation in Italy, signed a termsheet for the launch of a Joint Venture, through the establishment of a newco joint venture, aimed at making investments aimed at highpotential digital start-ups. The funding necessary for the initiative will be provided by Tinexta through participatory financial instruments (PFIs) intended for future investments; the newco's deal-flow will be managed by a dedicated Digital Magics team through an advisory agreement. The joint venture partnership envisages investments including early-stage, seed stage and any subsequent follow-on in companies that develop digital technologies, also through artificial intelligence tools and solutions, in areas potentially related to the Tinexta Group's reference industries in an "open innovation" logic. Through this partnership, Tinexta intends to select investment opportunities in start-ups that, following a growth process, can contribute to providing functional solutions to innovate the Group's offer. The target companies will be mainly those where Digital Magics is already present, directly or indirectly, in the share capital, opening to investment in start-ups not already present in the portfolio and in which the JV and Digital Magics will invest together. The investment strategy will be guided by "ESG" criteria of primary interest to both the Tinexta Group and Digital Magics. Equity investments are planned in approximately 10 companies, with an average ticket of €250 thousand and possibilities for follow-on, for a total value of €5 million. The Joint Venture will have a duration of approximately 10 years, with an investment cycle of approximately 5 years. To this end, the company OPENT S.p.A. was established on 16 November 2023 with a share capital of €50 thousand, 50% subscribed by Tinexta S.p.A. and 50% by Digital Magic S.p.A. The term of the company is set at 31 December 2033.

On 20 July 2023, InfoCert S.p.A. finalised the purchase of 65% of the share capital of Ascertia Limited according to the terms set forth in the signing of 18 January 2023. Ascertia is a leading player in the Digital Trust market. Based in London (UK), Ascertia also operates in the United Arab Emirates and Pakistan. Recognised by Gartner as a reference player in the PKI (Public Key Infrastructure), infrastructure necessary to implement public key cryptography solutions to protect communications, authentications and the integrity of digital transactions. Ascertia also offers ature products compliant with the eIDAS regulation and ETSI standards. Ascertia's customers include central banks, government agencies, financial organisations, corporates and large enterprises. The company has also established a consolidated business relationship with major global partners, which are an important accelerator for penetration into new geographies. Through this transaction, Tinexta therefore achieves several strategic objectives, with the development of industrial and commercial synergies, in particular:
- strengthening its international presence by entering the UK, Middle East and North Africa markets;
- integrating new technological skills in the InfoCert perimeter, thanks to Ascertia's specialisation in PKI, in particular, which will enable offering customers a larger and more innovative offer portfolio;
- the possibility of reaching new markets by using the extensive sales network developed by Ascertia and a more technological offer that is independent from the individual jurisdictions.

Therefore, the Tinexta Group's international presence is strengthened, reaching new markets thanks to Ascertia's international customers and partners network, while new technological skills are integrated, in particular in the field of PKI (Public Key Infrastructure) and electronic signature, which complete the Digital Trust solutions offered by InfoCert.

The transaction involved the purchase of 65% of Ascertia's capital for a consideration of GBP 16.3 million in addition to the net financial position. At the transaction closing, InfoCert S.p.A. paid €20.9 million plus adjustments estimated at €0.8 million. The agreement also includes two earn-outs totalling €6.8 million, based on the 2023 and 2024 performances (of which €3.7 million paid on 31 December 2023 on 2023 performance), respectively, and a Put&Call on the remaining 35%, exercisable upon approval of the 2025 financial statements, resulting in the recognition of an indebtedness estimated at €22.1 million. The amounts shown above were converted at the exchange rate on the closing date (EUR 1 = GBP 0.8692).

At the closing date, a shareholders' agreement was signed, already defined between the parties, containing provisions relating to the governance of the Ascertia group and the circulation of the equity investments in Ascertia as well as agreements relating to relations with Ascertia's top management.

The acquisition of Ascertia was financed with the existing liquid assets.

On 8 August 2023, the company Wisee S.r.l. Società Benefit, 36.8% owned by Tinexta S.p.A. and consolidated using the equity method, was placed in voluntary liquidation. Registration on the companies register took place on 31 August 2023.
On 16 November 2023, Warrant Hub S.p.A. completed the acquisition of 80% of the share capital of Studio Fieschi & Soci S.r.l. (Studio Fieschi), already 20% held from 2021 and specialised in business consulting on ESG (Environmental, Social, Governance) issues. The transaction envisaged the purchase of 80% of the share capital of Studio Fieschi for a consideration of €2.6 million plus price adjustments on the 2023 performance estimated at €0.7 million. The agreement also includes two earn-outs estimated at a total of €2.6 million, respectively on the basis of 2024 and 2025 performance.
On 14 December 2023, as part of the international growth process, Tinexta S.p.A. finalized, through its subsidiary Warrant Hub S.p.A., a binding and irrevocable offer for the acquisition of 73.9% of the capital of ABF Group S.A.S., in the form of a put option in favour of selling shareholders, according to French practice. In compliance with the French legal system, the possible exercise of the put option by the sellers is subject to the completion of the information-consultation procedure in favour of the employees in the event of the sale of the company. Following the closing, which took place on 18 January 2024, the remaining 26.1% of the share capital continues to be held by the three founding shareholders – who will retain managerial and operational roles of the company – and for a minority share by some managers. ABF Group, based in France, was founded in 2004 and carries out, through a network of business partners and highly qualified professionals, consulting activities for SMEs for the development of local projects supported by public loans for innovation. ABF Group is also present in the European planning and tax incentives market. Between 2020 and 2022, the company recorded significant growth in revenues, which rose from €10.1 million to €19.9 million, with a 2022 Adjusted EBITDA of €9.4 million and an EBITDA Margin of 47%. The operating margin of the company in recent years has remained steadily above 45%, allowing ABF Group to position itself as a market leader in the medium-sized player segment. On 11 December 2023, the Board of Directors of ABF Group approved the preliminary financial statements for 2023, which forecasts Revenues of €30.6 million, up 54% compared to the previous year, and an Adjusted EBITDA of €14.6 million, with an EBITDA Margin of 48%. The expected performance envisages, over the course of the plan, a growth in revenues of between 20% and 23% per year, with a slight increase in percentage margins. At present the company covers the entire French territory through 8 offices and has over 130 employees with more than 500 SME customers with a high innovation content. The transaction is in line with Tinexta's international positioning strategy and allows Warrant Hub, already present in France with Euroquality and in Spain with Evalue, to position itself on the European market as one of the few operators present in support of innovation and growth of companies, to promote its innovative services in France, already successfully tested in Italy, and to strengthen expertise in the sector of public loans for innovation and sustainable development. In addition, this transaction will offer the possibility of expanding the respective offer portfolios, in particular that of ABF Group, by integrating the unique skills of Warrant Hub and creating synergies and exchanges

of knowledge between Italy, France and Spain. The Enterprise Value for 100% of ABF Group was valued at €155 million. The consideration for the purchase of 73.9% of the company's share capital totalled €72.5 million paid at closing, in addition to two earn-outs, estimated at €5.7 million and €10.9 million, linked to 2023 and 2024 performance. Put and call options are also envisaged for the purchase by Warrant Hub of the minority interest in an amount equal to 50% of the same, after the approval of the 2027 financial statements of the ABF Group, and for the remaining 50%, after the approval of the 2028 financial statements, based on the performance obtained by the Company in the reference periods.

The acquisition is financed with the Group's existing liquid assets.

The Board of Directors of ABF Group – which will be composed by a majority of members appointed by Warrant Hub – will supervise management's work. With reference to the circulation of equity investments, as normal practice, lock-up agreements are envisaged (until the date of possible exercise of the puts and call) as well as pre-emption rights in favour of Warrant Hub and tag-along and drag-along rights, in line with normal market practice.

The meeting of the Board of Directors of Tinexta S.p.A. on 15 December 2023, as part of the 2023-2025 LTI Performance Shares Plan approved by the Shareholders' Meeting of 21 April 2023, assigned an additional 26,614 rights to receive free of charge up to a maximum of 39,921 shares of the Company in the event of maximum achievement of all performance objectives.
On 19 December 2023, Tinexta S.p.A. established the company Antexis Strategies S.r.l., wholly-owned and responsible for the provision of advisory services. Tinexta thus launches a new business line dedicated to strategic and operational advisory for SMEs.

Definition of "non-GAAP" alternative performance indicators

Tinexta management evaluates the performance of the Group and of the business segments also on the basis of a number of indicators not envisaged by the IFRS. With regard to said indicators, on 3 December 2015, CONSOB issued Communication no. 0092543/15, authorising application of the Guidelines issued on 5 October 2015 by the European Securities and Markets Authority (ESMA/2015/1415), regarding their presentation in the regulated information disclosed or in the statements published starting from 3 July 2016. These guidelines are intended to promote the usefulness and transparency of the alternative performance indicators included in the regulated information or in the statements falling within the scope of application of Directive 2003/71/EC, in order to improve their comparability, reliability and comprehensibility, when such indicators are not defined or envisaged by the financial reporting framework. The criteria used to calculate these indicators are provided below, in line with the aforementioned communications.

EBITDA: is calculated as "Net profit (loss) from continuing operations" before "Taxes", "Net financial income (charges)", "Share of profit of equity-accounted investments", "Amortisation

and depreciation", "Provisions" and "Impairment", or as "Revenues" net of "Costs of raw materials", "Service costs", "Personnel costs", "Contract costs" and "Other operating costs".

Adjusted EBITDA: is calculated as EBITDA before the cost relating to the share-based payment plans and long-term incentives reserved for the Group's managers and key management personnel, both recognised under "Personnel costs", and before the nonrecurring components.

Operating profit: although the IFRS do not contain a definition of Operating profit, it is presented in the Statement of Profit or Loss and other comprehensive income and is calculated by subtracting "Amortisation/depreciation", "Provisions" and "Impairment" from EBITDA.

Adjusted operating profit: is calculated as "Operating profit" before the non-recurring components, before the cost relating to the share-based payment plans and long-term incentives reserved for the Group's managers and key management personnel, and before the amortisation of Other intangible assets that emerged at the time of allocation of the price paid in Business Combinations.

Adjusted net profit from continuing operations: is calculated as "Net profit from continuing operations" before non-recurring components, net of the cost relative to the share-based payment plans and long-term incentives reserved for the Group's managers and key management personnel, amortisation of Other intangible assets that emerged at the time of allocation of the price paid in Business Combinations, and before the adjustment of liabilities for contingent considerations related to the acquisitions, net of the related tax effects. This indicator reflects the Group's economic performance, net of non-recurring factors that are not directly attributable to the activities and operation of its business.

Adjusted earnings per share: obtained from the ratio of Adjusted net profit and the weighted average number of ordinary shares outstanding during the year.

Total financial indebtedness (also Net financial indebtedness): is calculated in accordance with CONSOB Communication no. 6064293 of 28 July 2006 and in compliance with the Warning Notice no. 5/21 issued by CONSOB on 29 April 2021 with reference to the Guideline ESMA32-382-1138 dated 4 March 2021, by adding together "Cash and cash equivalents", "Other current financial assets" and "Current derivative financial instruments receivable", "Non-current derivative financial instruments receivable1", "Current financial liabilities", "Derivative financial instruments payable", "Non-current financial liabilities" and "Assets (Liabilities) held for sale".

Total adjusted financial indebtedness: is calculated by adding to the Total financial indebtedness the amount of "Other non-current financial assets" and "Non-current derivative financial instruments receivable2".

Free cash flow: represents the cash flow available for the Group and is the sum of the cash flow from operating activities and the cash flow from ordinary investments in fixed capital. It is equal to the sum of "Net cash and cash equivalents generated by operations" and the sum of "Investments in property, plant and equipment" and "Investments in intangible assets" (with the exception of non-ordinary investments) included in the Statement of Cash Flows.

¹ Limited to derivative instruments used for hedging purposes on financial liabilities

² Limited to derivative instruments used for non-hedging purposes on financial liabilities

Adjusted free cash flow: calculated as Free cash flow gross of cash flows from nonrecurring components.

Free cash flow from continuing operations: represents the cash flow available for the Group and is the sum of the cash flow from operating activities of continuing operations and the cash flow from ordinary investments in fixed capital of continuing operations. It is equal to the sum of "Net cash and cash equivalents generated by continuing operations" and the sum of "Investments in property, plant and equipment" and "Investments in intangible assets" (with the exception of non-ordinary investments) of continuing operations included in the Statement of Cash Flows.

Adjusted free cash flow from continuing operations: calculated as Free cash flow from continuing operations gross of cash flows from non-recurring components.

Net fixed assets: this is the algebraic sum of:

"Property, plant and equipment";
"Intangible assets and goodwill";
"Investment property";
"Equity-accounted investments";
"Other investments";
"Non-current financial assets"3.

Net working capital: this is the algebraic sum of:

- "Inventories";
- Current and non-current "Trade and other receivables";
- "Contract assets";
- "Contract cost assets";
- "Current and deferred tax assets";
Current and non-current "Trade and other payables";
"Contract liabilities" and "Deferred income";
"Current and deferred tax liabilities".

Total net working capital and provisions: this is the algebraic sum of:

- "Net working capital" as determined above;
Current and non-current "Provisions";
Current and non-current "Employee benefits".

Net invested capital: is the algebraic sum of "Net fixed assets", "Total net working capital and provisions" and "Non-financial assets (liabilities) held for sale".

³ With the exception of derivative instruments used for non-hedging purposes on financial liabilities

Summary of 2023 results

The Group closed 2023 with Revenues of €395,777 thousand. Adjusted EBITDA amounted to €102,954 thousand, or 26.0% of Revenues. EBITDA amounted to €93,837 thousand, equal to 23.7% of Revenues. Operating profit and Net profit from continuing operations amounted to €52,397 thousand and €34,248 thousand, respectively, equal to 13.2% and 8.7% of revenues. Net profit, which includes Profit (loss) from discontinued operations, amounted to €35,614 thousand.

Condensed Consolidated Income Statement (In thousands of Euro)	2023	%	2022	%	Change	% change
Revenues	395,777	100.0%	357,163	100.0%	38,614	10.8%
Adjusted EBITDA	102,954	26.0%	94,758	26.5%	8,196	8.6%
EBITDA	93,837	23.7%	86,294	24.2%	7,543	8.7%
Operating profit (loss)	52,397	13.2%	51,613	14.5%	784	1.5%
Net profit from continuing operations	34,248	8.7%	32,601	9.1%	1,647	5.1%
Profit (loss) from discontinued operations	35,614	N/A	45,527	N/A	(9,913)	-21.8%
Net profit	69,861	N/A	78,128	N/A	(8,267)	-10.6%

Revenues increased compared to 2022 by €38,614 thousand or 10.8%, adjusted EBITDA by €8,196 thousand or 8.6%, EBITDA by €7,543 thousand or 8.7%, Operating profit by €784 thousand or 1.5%, as well as Net profit from continuing operations by €1,647 thousand or 5.1%. Net profit, which includes Profit (loss) from discontinued operations, decreased by €9,913 thousand and includes the net capital gain realised from the sale of RE Valuta S.p.A. amounting to €37,094 thousand, compared to the net capital gain realised in 2022 from the sale of Innolva S.p.A. amounting to €41,123 thousand.

The results for the period include the contribution of the acquisitions: Enhancers S.p.A. (consolidated from 1 April 2022 and merged into Warrant Hub S.p.A. with retroactive effect to 1 January 2023), Sferabit S.r.l. (consolidated from 1 May 2022 and merged into Visura S.p.A. with retroactive effect to 1 January 2023), Plannet S.r.l. (consolidated from 1 July 2022 and merged into Warrant Hub S.p.A. with retroactive effect to 1 January 2023), LAN&WAN Solutions S.r.l. (consolidated from 1 July 2022 and merged into Corvallis S.r.l. effective from 1 January 2023) and Ascertia Ltd (and its subsidiaries) consolidated from 1 August 2023. The contribution of Ascertia Ltd (and its subsidiaries) is shown below as a change in the scope, while following the aforementioned mergers, the contribution to the 2023 results of the acquisitions finalised in 2022 cannot be accurately measured and reported as a change in the scope.

2023 Income statement, compared with the same period of the previous year:

Consolidated Income Statement				%	Change
(In thousands of Euro)	2023	%	2022			% change
Revenues	395,777	100.0%	357,163	100.0%	38,614	10.8%
Costs of raw materials	(17,272)	-4.4%	(14,297)	-4.0%	(2,975)	20.8%
Service costs	(111,436)	-28.2%	(105,959)	-29.7%	(5,477)	5.2%
Personnel costs	(154,377)	-39.0%	(134,860)	-37.8%	(19,517)	14.5%
Contract costs	(6,205)	-1.6%	(4,226)	-1.2%	(1,979)	46.8%
Other operating costs	(3,532)	-0.9%	(3,062)	-0.9%	(470)	15.4%
Total Operating Costs*	(292,823)	-74.0%	(262,405)	-73.5%	(30,417)	11.6%
Adjusted EBITDA	102,954	26.0%	94,758	26.5%	8,196	8.6%
LTI incentive plans**	(4,230)	-1.1%	(2,101)	-0.6%	(2,129)	101.3%
Non-recurring components	(4,887)	-1.2%	(6,363)	-1.8%	1,476	-23.2%
EBITDA	93,837	23.7%	86,294	24.2%	7,543	8.7%
Amortisation/depreciation of rights of use	(5,554)	-1.4%	(5,483)	-1.5%	(71)	1.3%
Depreciation of property, plant and equipment	(2,240)	-0.6%	(2,418)	-0.7%	178	-7.4%
Amortisation of intangible assets	(12,680)	-3.2%	(7,290)	-2.0%	(5,390)	73.9%
Amortisation of other intangible assets from consolidation	(17,946)	-4.5%	(17,496)	-4.9%	(450)	2.6%
Provisions	(511)	-0.1%	(830)	-0.2%	319	-38.4%
Impairment	(2,508)	-0.6%	(1,163)	-0.3%	(1,345)	115.6%
Amortisation and depreciation, provisions and impairment	(41,440)	-10.5%	(34,681)	-9.7%	(6,760)	19.5%
Operating profit	52,397	13.2%	51,613	14.5%	784	1.5%
Financial income	7,776	2.0%	733	0.2%	7,042	960.2%
Financial charges	(9,378)	-2.4%	(6,981)	-2.0%	(2,397)	34.3%
Net financial charges	(1,603)	-0.4%	(6,248)	-1.7%	4,645	-74.3%
Result of equity-accounted investments	(180)	0.0%	(246)	-0.1%	66	-26.7%
Profit before tax	50,614	12.8%	45,119	12.6%	5,494	12.2%
Income taxes	(16,366)	-4.1%	(12,518)	-3.5%	(3,848)	30.7%
Net profit from continuing operations	34,248	8.7%	32,601	9.1%	1,647	5.1%
Profit (loss) from discontinued operations	35,614	N/A	45,527	N/A	(9,913)	-21.8%
Net profit	69,861	N/A	78,128	N/A	(8,267)	-10.6%
of which minority interests	6,866	N/A	2,401	N/A	4,465	185.9%

* Operating Costs are stated net of non-recurring components and net of the cost relating to the share-based payment plans and longterm incentives reserved for the Group's managers and key management personnel, both recognised under "Personnel costs". ** The Cost of LTI incentive plans includes the cost of share-based payment plans and long-term incentives to managers and key management personnel of the Group

Revenues increased from €357,163 thousand in 2022 to €395,777 thousand in 2023, with an increase of €38,614 thousand, equal to 10.8%. The increase in revenues attributable to the change in the scope of consolidation was 1.2% (€4,136 thousand), organic growth was 9.7% (€34,477 thousand).

Operating costs increased from €262,405 thousand in 2022 to €292,823 thousand in 2023, with an increase of €30,417 thousand, equal to 11.6%. The increase in Operating costs attributable to the change in the scope of consolidation was 1.6% (€4,076 thousand), the remaining 10.0% was attributable to organic growth (€26,342 thousand).

Adjusted EBITDA rose from €94,758 thousand in 2022 to €102,954 thousand in 2023, with an increase of €8,196 thousand, or 8.6%. The increase in adjusted EBITDA attributable to

the change in the scope of consolidation was 0.1% (€61 thousand), organic growth was 8.6% (€8,135 thousand).

EBITDA rose from €86,294 thousand in 2022 to €93,837 thousand in 2023, with an increase of €7,543 thousand, or 8.7%. The increase in EBITDA attributable to the change in the scope of consolidation was 0.1% (€61 thousand), organic growth was 8.7% (€7,482 thousand).

The items Amortisation, depreciation, provisions and impairment for a total of €41,440 thousand (€34,681 thousand in 2022) include €17,946 thousand of Amortisation of other intangible assets from consolidation that emerged during the allocation of the price paid in the Business Combinations (€17,496 thousand in 2022), mainly of the Cybersecurity BU, CertEurope, Evalue Innovación, Warrant Hub, Forvalue and Queryo (this does not include depreciation and amortisation that may arise from the completion of the Business Combination of Ascertia and of its subsidiaries, whose recognition may result in a restatement of balances after the date of first consolidation). The increase in amortisation of intangible assets of €5,390 thousand reflects the increase in investments compared to the previous year. Provisions for risks decreased by €319 thousand. Write- downs increased by €1,345 thousand and refer to trade receivables.

Net financial charges for 2023 amounted to €1,603 thousand, a significant decrease compared to 2022 (€6,248 thousand). The increase of €7,042 thousand in Financial income includes interest accrued on short-term investments of liquidity (time deposits) for €3,278 thousand, income for adjustment of potential considerations for €1,414 thousand and non-recurring financial income for €1,341 thousand, while the increase in Financial charges that amounted to €2,397 thousand was affected by the higher interest expenses for leases mainly attributable to the new lease contracts of the offices in Rome and Milan signed in the second half of 2022 and to non-recurring impairment on equity investments consolidated with the equity method for €1,313 thousand. The balance of interest income/expense in 2023 was negative for €1,385 thousand (€3,413 thousand in 2022).

Income taxes, calculated based on the tax rates envisaged for the year by the current tax laws, amounted to €16,366 thousand (€12,518 thousand in 2022). The tax rate for 2022 was 27.7%, mainly related to the tax relief benefit (pursuant to Art. 15, paragraph 10 of Italian Legislative Decree no. 185/2008) of statutory/fiscal value differentials for a total of €2,733 thousand. Net of this benefit, the 2022 tax rate would have been 33.8%, compared to the 2023 tax rate of 32.3%.

Net profit from continuing operations in 2023 amounted to €34,248 thousand compared to €32,601 thousand in 2022, up by 5.1%.

Profit (loss) from discontinued operations of €35,614 thousand in 2023 includes the capital gain realised from the sale of RE Valuta S.p.A. and the economic values of the same until the closing of the sale (until February 2023) and the effects of a settlement agreement concluded in July, for €2,000 thousand, relating to the Investment Agreement signed in 2020 within the Credit Information & Management division.

Profit (loss) from discontinued operations in 2022 included the capital gain from the sale of Innolva S.p.A., the economic values of the Innolva S.p.A. Group up to the date of completion of the sale (concluded on 3 August 2022) and of RE Valuta S.p.A.

Details of Profit (loss) from discontinued operations:

	Twelve-month period closed as at 31 December
In thousands of Euro	2023	2022
Revenues	2,186	47,493
Operating costs	(4,115)	(40,680)
OPERATING PROFIT	(1,929)	6,813
Financial income	1	131
Financial charges	(0)	(350)
Net financial income (charges)	1	(219)
Share of profit of equity-accounted investments, net of tax effects	0	(29)
Profit (loss) from discontinued operations, gross of tax effects	(1,928)	6,565
Income taxes	447	(1,893)
GAINS (LOSSES) FROM DISCONTINUED OPERATIONS, NET OF TAX EFFECTS (A)	(1,481)	4,673
Capital gain on disposal	37,526	41,552
Tax effect of capital gain	(431)	(699)
NET CAPITAL GAIN ON DISPOSAL (B)	37,094	40,854
PROFIT (LOSS) FROM DISCONTINUED OPERATIONS (A+B)	35,614	45,527

In 2023, Losses from discontinued operations net of the tax effects amounted to €1,481 thousand and benefited from lower amortisation on intangible assets and depreciation on property, plant and equipment recognised until 31 May 2022, the date the different presentation of the Credit Information & Management division's contribution begins. The decrease in Profit (loss) from discontinued operations was affected by:

Deconsolidation of the Innolva Group as at 31 July 2022;
Deconsolidation of RE Valuta S.p.A. as at 28 February 2023;
Accounting for the settlement agreement concluded in July for €2,000 thousand.

The Net capital gain from the sale of the RE Valuta S.p.A. amounted to €37,094 thousand. In 2022, costs relating to the sale of RE Valuta S.p.A. were recorded for an additional €269 thousand.

Net profit in 2023 was €69,861 thousand (of which €6,866 thousand was minority interest) compared to €78,128 thousand in 2022.

Adjusted income statement results

Adjusted income statement results calculated before the non-recurring components, before the cost relating to share-based payments and long-term incentive plans reserved for the Group's managers and key management personnel, before the amortisation of Other intangible assets that emerged at the time of allocation of the price paid in Business Combinations, and before the adjustment of liabilities for contingent considerations related to the acquisitions, net of related tax effects and net of "Profit (loss) from discontinued operations". These indicators reflect the Group's economic performance, excluding nonrecurring factors not strictly related to the activities and management of the business.

Adjusted Income Statement (In thousands of Euro)	2023	%	2022	%	Change	% change
Revenues	395,777	100.0%	357,163	100.0%	38,614	10.8%
Adjusted EBITDA	102,954	26.0%	94,758	26.5%	8,196	8.6%
Adjusted operating profit	79,569	20.1%	77,573	21.7%	1,996	2.6%
Adjusted net profit from continuing operations	54,474	13.8%	52,368	14.7%	2,106	4.0%

Adjusted results show an increase in EBITDA compared to 2022 of 8.6%, in EBIT of 2.6% and in Net profit from continuing operations of 4.0%, with all revenue indicators improving.

Non-recurring components

Over the course of 2023, Non-recurring operating costs of €4,887 thousand were recognised, of which €2,115 thousand for reorganisation activities and €2,048 connected to acquisitions of target companies.

Non-recurring provisions include charges of €109 thousand.

Non-recurring financial income includes the income of €1,062 thousand deriving from the restatement to fair value of the 20% equity investment in Studio Fieschi S.r.l. due to the purchase of the additional 80% and therefore the change in the consolidation methodology from the equity method to line-by-line consolidation. Non-recurring financial income includes additional €279 thousand for impairment of price deferments related to acquisitions.

Non-recurring financial charges include impairment on equity investments consolidated using the equity method for €1,313 thousand, of which €985 thousand for the adjustment of the portion pertaining to the shareholders' equity of Wisee S.r.l. Società Benefit due to the company being placed into liquidation in the third quarter and €259 thousand relating to the adjustment of the value of the equity investments in FBS Next S.p.A. to the settlement agreement previously mentioned in Key events of the period, which envisaged the settlement for the sum of €2 million through the granting to the counterparty of the ownership of the share capital of FBS Next S.p.A. held by Tinexta.

Non-recurring taxes include non-recurring income of €1,220 thousand, relating to the tax effect on non-recurring components of the result before tax.

In 2022, Non-recurring operating costs were equal to €6,363 thousand, Net non-recurring financial charges to €944 thousand and income under Non-recurring income taxes to €3,649 thousand.

LTI incentives and plans

The costs recognised, amounting to €4,230 thousand, refer to the 2020-2022 Stock Option Plan as detailed in the paragraph 2020-2022 Stock Option Plan for €790 thousand, to the 2021-2023 Stock Option Plan as detailed in the paragraph 2021-2023 Stock Option Plan

for €1,219 thousand, to the Performance Shares Plan as detailed in the paragraph 2023- 2025 Performance Shares Plan for €1,770 thousand and costs for long-term incentives to managers and key management personnel of the Group for €451 thousand.

Amortisation of Other intangible assets from Business Combinations

The amortisation of Other intangible assets that emerged at the time of the allocation of the price paid in Business Combinations came to €17,946 thousand (€17,496 thousand in the previous year).

Adjustment of the contingent considerations connected to acquisitions

Adjustments of the contingent considerations connected to acquisitions entailed the recognition of Net financial charges for €232 thousand (€1,640 thousand in the previous year).

Method of calculation of the adjusted economic indicators:

Calculation of adjusted economic results	EBITDA		Operating profit (loss)		Net profit from continuing operations
(In thousands of Euro)	2023	2022	2023	2022	2023	2022
Reported income statement results	93,837	86,294	52,397	51,613	34,248	32,601
Non-recurring service costs	3,294	5,088	3,294	5,088	3,294	5,088
LTI incentive plans	4,230	2,101	4,230	2,101	4,230	2,101
Non-recurring personnel costs	862	1,210	862	1,210	862	1,210
Other non-recurring operating costs	731	66	731	66	731	66
Amortisation of Other intangible assets from consolidation			17,946	17,496	17,946	17,496
Non-recurring provisions			109		109
Non-recurring financial income					(1,341)	53
Adjustment of contingent considerations					232	1,640
Non-recurring financial charges					1,313	997
Tax effect on adjustments					(7,152)	(6,151)
Non-recurring taxes					0	(2,733)
Adjusted income statement results	102,954	94,758	79,569	77,573	54,474	52,368
Change from previous year	8.6%		2.6%		4.0%

Results by business segment

Condensed Income Statement		EBITDA		EBITDA MARGIN 2022	Change	% change
by business segment (In thousands of Euro)	2023	MARGIN 2023	2022			Total	Organic	Scope of consolida tion
Revenues
Digital Trust	181,638		156,977		24,661	15.7%	13.1%	2.6%
Cybersecurity	89,385		77,508		11,876	15.3%	15.3%	0.0%
Business Innovation	130,995		125,665		5,329	4.2%	4.2%	0.0%
Other segments (Parent Company)	4,810		3,371		1,439	42.7%	42.7%	0.0%
Intra-segment	(11,050)		(6,358)		(4,692)	73.8%	73.8%	0.0%
Total Revenues	395,777		357,163		38,614	10.8%	9.7%	1.2%
EBITDA
Digital Trust	49,968	27.5%	44,251	28.2%	5,717	12.9%	12.8%	0.1%
Cybersecurity	13,573	15.2%	9,718	12.5%	3,855	39.7%	39.7%	0.0%
Business Innovation	47,285	36.1%	49,386	39.3%	(2,101)	-4.3%	-4.3%	0.0%
Other segments (Parent Company)	(16,482)	N/A	(16,858)	N/A	376	2.2%	2.2%	0.0%
Intra-segment	(508)	N/A	(204)	N/A	(304)	-148.9%	-148.9%	0.0%
Total EBITDA	93,837	23.7%	86,294	24.2%	7,543	8.7%	8.7%	0.1%

Adjusted income statement results by business segment:

Condensed Income Statement		EBITDA		EBITDA		% change
adjusted by business segment (In thousands of Euro)	2023	MARGIN 2023	2022	MARGIN 2022	Change	Total	Organic	Scope of consolida
Revenues								tion
Digital Trust	181,638		156,977		24,661	15.7%	13.1%	2.6%
Cybersecurity	89,385		77,508		11,876	15.3%	15.3%	0.0%
Business Innovation	130,995		125,665		5,329	4.2%	4.2%	0.0%
Other segments (Parent Company)	4,810		3,371		1,439	42.7%	42.7%	0.0%
Intra-segment	(11,050)		(6,358)		(4,692)	73.8%	73.8%	0.0%
Total Revenues	395,777		357,163		38,614	10.8%	9.7%	1.2%
Adjusted EBITDA
Digital Trust	54,538	30.0%	47,306	30.1%	7,231	15.3%	15.2%	0.1%
Cybersecurity	14,976	16.8%	10,311	13.3%	4,664	45.2%	45.2%	0.0%
Business Innovation	48,871	37.3%	51,643	41.1%	(2,772)	-5.4%	-5.4%	0.0%
Other segments (Parent Company)	(14,922)	N/A	(14,299)	N/A	(623)	-4.4%	-4.4%	0.0%
Intra-segment	(508)	N/A	(204)	N/A	(304)	-148.9%	-148.9%	0.0%
Total adjusted EBITDA	102,954	26.0%	94,758	26.5%	8,196	8.6%	8.6%	0.1%

Digital Trust

Revenues of the Digital Trust Business Unit amounted to €181,638 thousand, an increase compared to 2022 equal to 15.7%, in absolute value €24,661 thousand, attributable for 13.1% to organic growth and for the 2.6% to the change in the scope of consolidation, due to the consolidation of Ascertia Ltd and its subsidiaries from 1 August 2023. Organic growth

includes the effects of the consolidation of SferaBit by Visura for €0.4 million and the results of the strategic partnership between InfoCert and CRIF for the launch of an integrated onboarding and KYC platform in the financial services area.

The BU operates mainly in the Digital Trust market, which is expected to experience a growth in the years 2023-2025 with a CAGR higher than 10% and whose value is estimated in 2023 at over €2 billion.

The growth in revenues in 2023 was driven by LegalMail solutions (certified email address (PEC) mailboxes and related extensions), with a focus on the Public Administration market, by LegalCert and technical operations and production (TOP) solutions for the Enterprise market. The economic support coming from the National Recovery and Resilience Plan (NRRP) resources also contributed to the growth.

At international level, the growth path continues through the direct sale of solutions to European customers; international revenues accounted for 15.9% of the total in 2023.

The e-commerce channel recorded a significant increase also due to the increase in prices implemented to mitigate inflationary impacts.

During 2023, the outsourced Infocert datacentre migration process was concluded; an operation that will allow for greater scalability, an improved offer for customers as well as a cost optimisation over time. Investments also continued for the development of portfolio products intended for national and international markets, aimed at the need for reference regulations adaptation, as well as integration with Cybersecurity functions.

Adjusted EBITDA for the segment reached €54,538 thousand, increasing by €7,231 (+15.3%) compared to 2022, and a margin of 30.0% on revenues (30.1% in 2022). This adjusted EBITDA level is the result of the increase in revenues and the greater weight, in the sales mix, of products and solutions characterised by a high standard of innovation.

Cybersecurity

The Cybersecurity Business Unit revenues amounted to €89,385 thousand, an increase of 15.3% compared to 2022, in absolute value €11,876 thousand.

The BU operates in the Cybersecurity market and develops its own offer on Digital Transformation project activities. The growth trend currently underway on the market is also confirmed for the next few years and is estimated at between 11% and 13% per year.

The total value of the reference markets (Cybersecurity and Digital Transformation) was, for the year 2023, approximately €80 billion, of which €2.6 billion with a CAGR of 10% relating only to the Cybersecurity market, posting 14% growth.

In this scenario, the Cybersecurity BU closed the year 2023 with growth in revenues and margins, significantly improving the 2022 results. The over 15% higher revenue growth compared to the previous year is attributable to the Advisory, Implementation Services and Managed Security Services offering components.

The Cybersecurity BU continued to develop its business in line with the defined strategic guidelines, aimed at a service offering for its customers' end-to-end security management. From this point of view, the main results can be attributed to "Asset Based" services, both in the context of "Managed Security Services" (Swascan's SOC-H24 and Yoroi's CSDC services) and of "Implementation Services".

As for the offer of the Advisory segment, 2023 was characterised by a significant growth in services based on Cyber Threat Intelligence. This growth is mainly due to the evolution and intensification of cyber threats and is followed by Yoroi and Swascan through a solution developed in-house and already operational with numerous customers. In a scenario in which cyber-attacks are becoming increasingly sophisticated and targeted, the ability to anticipate and mitigate these threats before they can significantly impact business operations has proved to be of fundamental importance.

The market's positive response to the combined offer of "Digital Trust" and "Cybersecurity" services continues to be an important competitive advantage for the Group. This commercial proposition (Legalmail Security Premium, Mail defender), which started in the previous year, was continued in 2023 with the addition of further services on the Infocert online shop.

Within the Digital Transformation segment, the Cybersecurity BU and in particular Corvallis confirmed their positioning on the market, also following the multi-year renewals of contracts and project activities undertaken with leading banking and insurance institutions during the year.

The consolidation of Corvallis' position as a product leader in the AML area continues with the sale of the proprietary solution "Provisio".

Adjusted EBITDA for the segment was €14,976 thousand, showing a sharp increase (+45.2%) compared to 2022 of €4,664 thousand, recording a significant improvement in revenue margins, which rose from 13.3% to 16.8%. This growth can be attributed to a volume effect and the sales mix effect, on which the high-margin proprietary products and services of the Advisory and MSS businesses weighed the most.

Business Innovation

Revenues of the Business innovation Business Unit amounted to €130,995 thousand, an increase of 4.2% compared to 2022, or €5,329 thousand in absolute terms.

During 2023, Warrant Hub S.p.A. (Warrant Hub) completed its corporate rationalisation started in 2022 with the merger on 30 January 2023 of the companies Warrant Innovation Lab, Trix, Enhancers, Plannet and Privacy Lab. The reorganisation process supports the project to integrate the new Digital component in the proposition of services. This integration led to the creation of a reference digital skills hub in the manufacturing area, and received a positive response from the reference market.

On 30 December 2023, the merger by incorporation into Warrant Hub of the company Co.Mark S.p.A. (formerly part of Business Innovation), with accounting and tax effectiveness backdated to 1 January 2023, was completed. Following this, Warrant consolidated the activity of commercial and digital marketing consultancy, as well as the provision of internationalisation services to companies interested in foreign markets. The merger of the two companies creates an operator of integrated and complete services, ranging from digital and green transformation to the exploration of new markets, in order to enhance and develop the business of companies.

On 16 November 2023, Warrant Hub acquired 100% of Studio Fieschi & soci (a company specialising in business consulting on Environmental, Social, Governance (ESG) issues), thus completing a process started in 2021, when Warrant Hub had acquired a 20% share of the company's share capital.

The Warrant Hub - Co.Mark merger, as well as the acquisitions made, mark a decisive step towards the realisation of the strategic vision of the Business Innovation BU, which aims to establish itself as a European leader in integrated consulting services for the sustainable development of companies, accompanying small and medium enterprises (SME) in their growth and expansion in both national and international markets.

With regard to the market and in particular that of subsidised services for innovation, in which Warrant Hub continues to hold a leadership position in Italy, in 2023 it was characterised by a reduction in the rates on the Tax Credit 4.0 instrument, whereas on the subsidy issue, the promulgation of the Prime Minister Decree attributable to Art. 23 of Italian Law Decree no. 73 of 21 June 2022 did not take concrete form.

Internationalisation services volumes recorded a contraction, due to the specific market context. In fact, the elimination of support to SMEs for the export services provided by the Italian Ministry of Foreign Affairs and International Cooperation through the MAECI tender was a contributing factor.

Adjusted EBITDA for the segment was €48,871 thousand with a margin of 37.3%.

The decrease compared to 2022 is 5.4%; this trend is mainly attributable to the aforementioned reduction in rates and to the mix of revenues that generated a lower absorption of the cost of productive labour.

Summary of the results for the fourth quarter of 2023

The Group closed the fourth quarter of 2023 with Revenues of €126,230 thousand. Adjusted EBITDA amounted to €46,056 thousand, or 36.5% of revenues. EBITDA amounted to €42,715 thousand, equal to 33.8% of revenues. Operating profit and Net profit from continuing operations amounted to €30,741 thousand and €21,924 thousand, respectively, equal to 24.4% and 17.4% of revenues. Net profit, which includes Profit (loss) from discontinued operations, amounted to €21,389 thousand.

Condensed Consolidated Income Statement	IV Quarter	%	IV Quarter	%	Change	% change
(In thousands of Euro)	2023		2022
Revenues	126,230	100.0%	110,494	100.0%	15,736	14.2%
Adjusted EBITDA	46,056	36.5%	39,979	36.2%	6,077	15.2%
EBITDA	42,715	33.8%	37,420	33.9%	5,296	14.2%
Operating profit (loss)	30,741	24.4%	27,984	25.3%	2,758	9.9%
Net profit from continuing operations	21,924	17.4%	17,868	16.2%	4,056	22.7%
Profit (loss) from discontinued operations	(535)	N/A	62	N/A	(597)	-968.7%
Net profit	21,389	N/A	17,929	N/A	3,459	19.3%

Revenues increased compared to the fourth quarter of 2022 by €15,736 thousand or 14.2%, adjusted EBITDA by €6,077 thousand or 15.2%, EBITDA by €5,296 thousand or 14.2%, Operating profit by €2,758 thousand or 9.9%, as well as Net profit from continuing operations by €4,056 thousand or 22.7%.

The results for the period include the contribution of the acquisition of Ascertia Ltd (and its subsidiaries) consolidated from 1 August 2023. The contribution from this acquisition is shown below as a change in the scope of consolidation.

Income statement for the fourth quarter of 2023 compared with the same period of last year:

Consolidated Income Statement	IV Quarter	%	IV Quarter	%	Change	% change
(In thousands of Euro)	2023		2022
Revenues	126,230	100.0%	110,494	100.0%	15,736	14.2%
Costs of raw materials	(4,758)	-3.8%	(4,463)	-4.0%	(295)	6.6%
Service costs	(31,972)	-25.3%	(30,574)	-27.7%	(1,398)	4.6%
Personnel costs	(39,747)	-31.5%	(33,533)	-30.3%	(6,214)	18.5%
Contract costs	(2,083)	-1.7%	(932)	-0.8%	(1,151)	123.4%
Other operating costs	(1,613)	-1.3%	(1,012)	-0.9%	(601)	59.4%
Total Operating Costs*	(80,173)	-63.5%	(70,514)	-63.8%	(9,659)	13.7%
Adjusted EBITDA	46,056	36.5%	39,979	36.2%	6,077	15.2%
LTI incentive plans**	(1,334)	-1.1%	(860)	-0.8%	(474)	55.1%
Non-recurring components	(2,008)	-1.6%	(1,699)	-1.5%	(308)	18.1%
EBITDA	42,715	33.8%	37,420	33.9%	5,296	14.2%
Amortisation/depreciation of rights of use	(1,569)	-1.2%	(1,415)	-1.3%	(154)	10.9%
Depreciation of property, plant and equipment	(598)	-0.5%	(614)	-0.6%	17	-2.7%
Amortisation of intangible assets	(5,311)	-4.2%	(3,140)	-2.8%	(2,171)	69.1%
Amortisation of other intangible assets from consolidation	(4,490)	-3.6%	(4,486)	-4.1%	(3)	0.1%
Provisions	(43)	0.0%	74	0.1%	(118)	-158.2%
Impairment	37	0.0%	145	0.1%	(108)	-74.4%
Amortisation and depreciation, provisions and impairment	(11,974)	-9.5%	(9,437)	-8.5%	(2,537)	26.9%
Operating profit	30,741	24.4%	27,984	25.3%	2,758	9.9%
Financial income	3,040	2.4%	598	0.5%	2,441	408.1%
Financial charges	(2,602)	-2.1%	(2,679)	-2.4%	77	-2.9%
Net financial income (charges)	437	0.3%	(2,081)	-1.9%	2,518	-121.0%
Result of equity-accounted investments	(62)	0.0%	(103)	-0.1%	41	-39.7%
Profit before tax	31,116	24.7%	25,800	23.3%	5,317	20.6%
Income taxes	(9,193)	-7.3%	(7,931)	-7.2%	(1,262)	15.9%
Net profit from continuing operations	21,924	17.4%	17,868	16.2%	4,056	22.7%
Profit (loss) from discontinued operations	(535)	N/A	62	N/A	(597)	-968.7%
Net profit	21,389	N/A	17,929	N/A	3,459	19.3%
of which minority interests	3,496	N/A	2,383	N/A	1,113	46.7%

** The Cost of LTI incentive plans includes the cost of share-based payment plans and long-term incentives to managers and key management personnel of the Group, both recognised under "Personnel costs".

Revenues increased from €110,494 thousand in the fourth quarter of 2022 to €126,230 thousand in the fourth quarter of 2023, an increase of €15,736 thousand or 14.2%. The increase in revenues attributable to organic growth was 12.0% (€13,271 thousand), the change in the scope of consolidation was 2.2% (€2,466 thousand).

Operating costs increased from €70,514 thousand in the fourth quarter of 2022 to €80,173 thousand in the fourth quarter of 2023, an increase of €9,659 thousand or 13.7%. The increase in Operating costs attributable to organic growth was 10.4% (€7,299 thousand), the change in the scope of consolidation was 3.3% (€2,360 thousand).

Adjusted EBITDA rose from €39,979 thousand in the fourth quarter of 2022 to €46,056 thousand in the fourth quarter of 2023, an increase of €6,077 thousand or 15.2%. The increase in adjusted EBITDA attributable to the change in organic growth was 14.9% (€5,971 thousand), while the change in scope of consolidation was 0.3% (€106 thousand).

EBITDA increased from €37,420 thousand in the fourth quarter of 2022 to €42,715 thousand in the fourth quarter of 2023, an increase of €5,296 thousand or 14.2%. The increase in EBITDA attributable to organic growth was 13.9% (€5,190 thousand), while the change in the scope of consolidation was 0.3% (€106 thousand).

Amortisation and depreciation, provisions and impairment totalled €11,974 thousand (€9,437 thousand in the fourth quarter of 2022) and include €4,490 thousand of Amortisation of other intangible assets from consolidation arising from the allocation of the price paid in Business Combinations (€4,486 thousand in the fourth quarter of 2022), mainly pertaining to Cybersecurity, CertEurope, Evalue Innovación, Warrant Hub, Forvalue and Queryo. The increase in amortisation of intangible assets of €2,171 thousand reflects the increase in investments compared to the previous year. Provisions for risks increased by €118 thousand. Impairments increased by €108 thousand and refer to trade receivables.

Net financial income in the fourth quarter of 2023 amounted to €437 thousand (€2,081 thousand for Net financial charges in the fourth quarter of 2022). The increase of €2,441 thousand in Financial income includes interest accrued on short-term liquidity investments (time deposits) and non-recurring income for €1,062 thousand. Financial charges are substantially in line (-2.9%) with the same period of the previous year. The balance of interest income/expense in the fourth quarter of 2023 was negative for €40 thousand (€612 thousand in the fourth quarter of 2022).

Income taxes, calculated based on the tax rates envisaged for the year by the current tax laws, amounted to €9,193 thousand (€7,931 thousand in the fourth quarter of 2022). The tax rate is 29.5%, down slightly compared to the tax rate in the fourth quarter of 2022 (30.7%), mainly due to the non-taxability of the non-recurring financial income mentioned above.

Net profit from continuing operations in the fourth quarter of 2023 amounted to €21,924 thousand compared to €17,868 thousand in the same period of 2022, up by 22.7%.

Net profit for the fourth quarter of 2023 amounted to €21,389 thousand (of which €3,496 thousand was minority interest) compared to €17,929 thousand in the fourth quarter of 2022 (of which €2,383 thousand was minority interest).