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Tinexta Earnings Release 2021

Feb 28, 2022

4493_bfr_2022-02-28_cc6e6877-5020-4cf8-8638-3b0de16fa35a.pdf

Earnings Release

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Preliminary Results 2021 Business Plan 2022-2024

28 February 2022

Management Team with you today

PIER ANDREA CHEVALLARD General Manager & Chief Executive Officer

DANILO CATTANEO InfoCert CEO

MARCO COMASTRI Tinexta Cyber CEO

VALERIO ZAPPALÀ Innolva CEO

FIORENZO BELLELLI Warrant HUB CEO

MARCO SANFILIPPO Co.Mark CEO

Group CFO

ODDONE POZZI JOSEF MASTRAGOSTINO Chief IRO

Agenda

1 Welcome & agenda J. Mastragostino | Chief Investor Relations Officer

State of the art + 2021 Results PA. Chevallard | Chief Executive Officer O. Pozzi | Group Chief Financial Officer

Digital Trust D. Cattaneo| InfoCert Chief Executive Officer

4

3

Cyber Security M. Comastri| Tinexta Cyber Chief Executive Officer

6

7

8

Credit Information & Management

V. Zappalà | Innolva Chief Executive Officer

Innovation & Marketing Services

F. Bellelli | Warrant Hub Chief Executive Officer M. Sanfilippo | Co.Mark Chief Executive Officer

Business Plan 2022-2024 (Pillars & Shareholder Return)

J. Mastragostino | Chief Investor Relations Officer O. Pozzi | Group Chief Financial Officer

Closing Remarks

J. Mastragostino | Chief Investor Relations Officer

Agenda

4

1 Welcome & agenda J. Mastragostino | Chief Investor Relations Officer

State of the art + 2021 Results PA. Chevallard | Chief Executive Officer O. Pozzi | Group Chief Financial Officer

Digital Trust D. Cattaneo| InfoCert Chief Executive Officer

Cyber Security M. Comastri| Tinexta Cyber Chief Executive Officer

Credit Information & Management V. Zappalà | Innolva Chief Executive Officer

Innovation & Marketing Services F. Bellelli | Warrant Hub Chief Executive Officer

M. Sanfilippo | Co.Mark Chief Executive Officer

Business Plan 2022-2024 (Pillars & Shareholder Return)

J. Mastragostino | Chief Investor Relations Officer O. Pozzi | Group Chief Financial Officer

Closing Remarks

J. Mastragostino | Chief Investor Relations Officer

This company presentation includes:

  • preliminary figures that are subject to substantial changes during the drawing up of the 2021 Financial Statements and following its review by the Board of Statutory Auditors and the external auditors;
  • forward-looking data based on internal management assumptions that are subject to material changes, including changes due to external factors beyond the Group's control;
  • management data. When presented, they are identified as such.

Business unit data are divisional and do not include the elimination of intra-BU items, which are instead eliminated at a Group level.

For detailed information on Tinexta S.p.A., it is recommended to refer to the company's documentation, including the latest interim reports and the Company's financial statements.

1 Tinexta's history & evolution

Tinexta has successfully grown into one of the largest qualified operators in the Financial Services sector in Italy

1 Tinexta's Business – Reached all planned targets

Key metrics – Guidance 2021 vs Preliminary Results

* Include CertEurope as of November 2021 and Forvalue as well as other minor acquisitions. Revenues and EBITDA excluding CertEurope and Forvalue are €369.0M and €96.8M, respectively.

**Excluding CertEurope and Forvalue

Agenda

1 Welcome & agenda J. Mastragostino | Chief Investor Relations Officer

State of the art + 2021 Results PA. Chevallard | Chief Executive Officer O. Pozzi | Group Chief Financial Officer

Digital Trust D. Cattaneo| InfoCert Chief Executive Officer

Cyber Security M. Comastri| Tinexta Cyber Chief Executive Officer

Credit Information & Management V. Zappalà | Innolva Chief Executive Officer

Innovation & Marketing Services F. Bellelli | Warrant Hub Chief Executive Officer

M. Sanfilippo | Co.Mark Chief Executive Officer

Business Plan 2022-2024 (Pillars & Shareholder Return)

J. Mastragostino | Chief Investor Relations Officer O. Pozzi | Group Chief Financial Officer

Closing Remarks

J. Mastragostino | Chief Investor Relations Officer

2 Tinexta today: stronger than before with a track record of growth

2 The state of the art: The Group in 2021

  • Achieved further growth in most Business Units strengthening the Group's market position
  • Created solid grounds for Cyber Security's expansion; secured key clients/contracts
  • Expanded the Group internationally by entering the French market in Digital Trust
  • Entered in a strategic partnerships to grow both Cyber Security and Credit Information & Management
  • Acquired key strategic assets in Innovation & Marketing Services entering the Spanish market
  • Met customer needs and developed adequate solutions
  • Reached 2021 guidance (based on preliminary results) accompanied by an acceleration of Operating Cash flow generation
Growing Double Digits Setting
Annual YoY Track Record since 2014**
Revenues* CAGR 2014 -
2021 PR
375.4M 25.5%
EBITDA Adj.* CAGR 2014 -
2021 PR
98.7M 36.6%
EBIT CAGR 2014 -
2021 PR
56.9M 32.8%
PBT CAGR 2014 -
2021 PR
53.4M 30.0%
NET PROFIT*** CAGR 2014 -
2021 PR
44.9M 36.8%

**Excluded 2020

***Does not include PPA (non cash item) completed in 2021; Net Profit including PPA is €39.6M

2 2021 Consolidated Preliminary Results

Preliminary results for 2021 show revenues 375.4 million euros, EBITDA Adjusted 98.7 million euros and Net Profit 44.9 million euros. EBITDA 93.0 million euros

  • Preliminary FY 2021 results show a growth both in Revenues (+39.5%) and in EBITDA (+21.5%). These results are mainly driven by the growth in most of the business lines;
  • EBITDA Adjusted amounted to 98.7 million euros, up from 81.2 in FY 2020; EBITDA Adjusted on a 2020 base was €96.8M, above guidance;
  • EBITDA is equal to 93.0 million euros;
  • The EBITDA Adjusted Margin is equal to 26.3%, 28.8% on a 2020 base;
  • Net Profit margin is at 12.0% from 14.1% in PY;

€ M

* Include CertEurope as of November 2021 and Forvalue as well as other minor acquisitions. Revenues and EBITDA excluding CertEurope and Forvalue are €369.0M and €96.8M, respectively.

2021 Consolidated Preliminary Results 2

Tinexta Group's Revenues grew at a 25.5% CAGR from 2014 to 2021. EBITDA Adjusted grew at a 36.6% CAGR over the same period.

* Include CertEurope as of November 2021 and Forvalue as well as other minor acquisitions. Revenues and EBITDA excluding CertEurope and Forvalue are €369.0M and €96.8M, respectively.

2 2021 Consolidated Preliminary Results by BU

2 2021 Consolidated Preliminary Results – FCF & NFP

2 M&A: the track record

  • A consolidated track record in delivering accretive M&A
  • Since 2013 Tinexta has completed 27 M&A Deals for a total investment of about €450M

88.17% 100.0 % 80.0 % 75.0 % 100.0 % 95.0 % 100.0 % 100.0 % 100.0% 100.0 % 60.0% 60.0 %

Agenda

4

1 Welcome & agenda J. Mastragostino | Chief Investor Relations Officer

State of the art + 2021 Results PA. Chevallard | Chief Executive Officer O. Pozzi | Group Chief Financial Officer

Digital Trust D. Cattaneo| InfoCert Chief Executive Officer

Cyber Security M. Comastri| Tinexta Cyber Chief Executive Officer

Credit Information & Management V. Zappalà | Innolva Chief Executive Officer

Innovation & Marketing Services F. Bellelli | Warrant Hub Chief Executive Officer

M. Sanfilippo | Co.Mark Chief Executive Officer

Business Plan 2022-2024 (Pillars & Shareholder Return)

J. Mastragostino | Chief Investor Relations Officer O. Pozzi | Group Chief Financial Officer

Closing Remarks

J. Mastragostino | Chief Investor Relations Officer

3 Digital Trust – Snapshot

Digital Trust

  • Provides IT solutions for digital identity and the dematerialization of processes according to the applicable legislation
  • Enables companies to innovate customer interactions and business processes with Trust solutions.
  • Product/Services types:
  • 1. Off-the-Shelf (OTS): primarily a domestic business
  • 2. Enterprise Solutions: a rapidly expanding global marketplace

Main Brands

  • Organizational: Development team strengthening; established Web & Inside Sales
  • Market: Consolidated & Strengthened our market position both locally and internationally
  • Expansion: In the French market with the acquisition of CertEurope
  • Strategic Partnership: Bregal investments now an integral partner of our growth strategy
  • Group Cross Sell: integration of Cyber with PEC

Key numbers

607

15

Offices

Employees

+5k

+8M Users of our solutions 22 Patents Enterprise customers

+31

Countries with enterprise customers

Key accomplishments in 2021 What to expect in 2022 & Beyond

  • Organizational: Consolidate the Inside Sales team; Strengthen the resellers channel; Introduce an Alliances & Partnerships unit to target Next Generation EU initiatives
  • Products: Strengthen the security of solutions from a Cyber perspective in line with eIDAS2/NIS provisions and in partnership with Tinexta Cyber
  • Expansion: Seek additional "inorganic" growth opportunities through M&A and JV transactions aimed at completing the EU coverage
  • Strategic Partnership: Start an OPEN INNOVATION ecosystem aimed at multiplying innovation capacity; Kick start a new Alliance Partnerships channel in order to sell through System Integrators and Software Vendors

Digital Trust – The marketplace 1/3

At an international level InfoCert is the only European player recognized as a leader among the Top 3 Worldwide players by IDC and has been mentioned by all major analyst reports in 2021 strengthening its brand positioning.

InfoCert named as a Leader in IDC MarketScape: Worldwide eSignature Software Vendor Assessment 2021

Gartner recognized InfoCert as one of the main "Full-Service Enterprise Electronic and ature Platform" provider in its Market Guide for eSignature 2020

InfoCert has been mentioned as a "Large Provider" for ature in Now Tech: ature and Trust Services, Q1 2021

3 Digital Trust – The marketplace 2/3

A positioning of absolute leadership in the Italian DTM (Digital Transformational Market)

At a Pan European level, InfoCert is consistently ranked a leader

€ M

3 Digital Trust – A Global Trust offer to secure digital transactions

Identity

23

3 Digital Trust – Business evolution

Business proposition: Enable companies to innovate customer interactions and business processes with our Trust solutions. Our added value lies in our ability to:

  • Outsource legal responsibility for any business process
  • Reinvent digital workflows for our clients by designing, developing and delivering end-to-end solutions

  • Off-the Shelf (OTS): primarily a domestic business
  • DTM (aka Enterprise Solutions): a rapidly expanding global marketplace

3 Digital Trust – The value of the market

CAGR: 26.45% CAGR: 26.33% CAGR: 25.85% CAGR: 28.18%

Digital transaction management (DTM) Market

  • Digital transaction management (DTM) is a tool to manage document-based transactions digitally, it consists in moving from paper-based document processes to fully digital ones for the digital execution of transaction processes.
  • DTM includes eSignatures, document transfer and certification, data and forms integration and management and a variety of meta-processes around managing electronic transactions and the documents associated with them.

eIDAS 2.0 new markets

  • ✓ Our main market is associated with eIDAS regulation.
  • ✓ One of eIDAS 2.0 milestones is that by 2030, all key public services should be available online, all citizens will have access to electronic medical records; and 80% citizens should use an eID solution.
  • eIDAS 2.0 will open new markets and/or reinforce current opportunities such as:
    • Digital Identity Wallet & Digital Identity Services
    • Long-term Preservation
    • Advanced Electronic Signature, Seal & Qualified electronic time stamps.

3 Digital Trust – Business Plan Targets

Improve operational effectiveness:

    1. Resilient infrastructure
    1. Scalable services
    1. Higher delivery capacity

Improve Commercial effectiveness:

    1. Inside Sales area
    1. Strengthen the dealers' network
    1. E-commerce
    1. Set up dedicated alliances & partnerships vs PNRR
    1. Establish an OPEN INNOVATION ecosystem to foster innovation

International Growth

    1. Consolidate organic growth
    1. Strengthen synergies
    1. Pursue further growth via M&A

Strengthen portfolio to address all needs

    1. Trust: anticipate legislative trends (National & Intl)
    1. Compliance: Expand on new opportunities from new regulations
    1. Expand skills further on Security
    1. Increase awareness on ESG via product offering

3 Digital Trust – Internationalization, Offering & Optimization

  • Consolidate our leadership position in Europe:
    • ✓ focus inorganic growth in the UK, Germany and Spain
    • ✓ Expansion of direct commercial presence from current to Benelux, Greece, Bulgaria and Nordic Countries
    • ✓ Growth partnership on remaining European markets
  • Further develop our innovative portfolio:
    • ✓ Consolidate traditional offering on Trust & Compliance
    • ✓ Strengthen the portfolio from the Cyber Security point of view
    • ✓ Lead the evolution of the Digital Trust market through leading edge initiatives in IoT, SSI, wearables trust, AI, …

  • Expand our target market by:
    • ✓ Exploiting the more mature / consolidate offering (GoSign, Safe, etc…)
    • ✓ Leveraging inside sales channel and partner/alliance network
    • ✓ Embedding our API offering within OEM solutions

27

▪ CertEurope represents a significant steppingstone in the International market expansion of InfoCert

3 Digital Trust – CertEurope

  • InfoCert's acquisition offers CertEurope the opportunity to evolve its offering by extending its market proposition to the fast-growing DTM sector. CertEurope will benefit enormously from InfoCert in terms of solutions (TOP & GoSign), knowledge, reputation and compliance expertise in the DTM space
  • On the other side CertEurope will offer InfoCert the local presence and the local brand required to effectively penetrate one of the fastest growing markets in Europe
  • 2021 Pro forma non audited Revenues €13.7M and EBITDA €5.4M

3 Digital Trust – Business Plan 2022-2024; Organic Growth

The Three-Year Plan on an organic basis provides a growth in revenues of around 10.0% and in EBITDA Adjusted of around 14.0%, with acquisitions Revenue growth is c. 14% and EBITDA Adjusted growth c. 18%

The 2022-2024 Plan is based on various assumptions, expectations, projections and forward-looking data of Management relating to future events and are subject to multiple uncertainties and other factors beyond the control of Tinexta Group. There are several factors that may cause results and trends to differ materially from those expressed or implied in the forward-looking information and, accordingly, such information is not a reliable guarantee of future performance.

PR = Preliminary Results E= Estimated

Agenda

4

1 Welcome & agenda J. Mastragostino | Chief Investor Relations Officer

State of the art + 2021 Results PA. Chevallard | Chief Executive Officer O. Pozzi | Group Chief Financial Officer

Digital Trust D. Cattaneo| InfoCert Chief Executive Officer

Cyber Security M. Comastri| Tinexta Cyber Chief Executive Officer

Credit Information & Management V. Zappalà | Innolva Chief Executive Officer

Innovation & Marketing Services F. Bellelli | Warrant Hub Chief Executive Officer

M. Sanfilippo | Co.Mark Chief Executive Officer

Business Plan 2022-2024 (Pillars & Shareholder Return)

J. Mastragostino | Chief Investor Relations Officer O. Pozzi | Group Chief Financial Officer

Closing Remarks

J. Mastragostino | Chief Investor Relations Officer

4 Cyber Security – Snapshot

  • Created a new player in the sector, to be the National Hub of Cyber Security.
  • Established a strategic infrastructure and a key asset for the protection of citizens and their "social economy"
  • Made available on the market the offerings of cyber security, beyond the traditional digital transformation

Brands

- ✓ Enacted a strategy to coordinate the offerings and the operation of the three companies

Cyber Security Key accomplishments in 2021 What to expect in 2022 & Beyond

  • ✓ Business in line with our expectations ➢ Develop the asset-based offering strategy to achieve better scalability and better margins
    • ➢ Strengthen the strategic positioning as a reference player in the Cyber market for the areas of:
      • ➢ Advisory
      • ➢ Products
      • ➢ Implementation Services
      • ➢ Managed Security Services
    • ➢ Continue to seize and exploit the opportunities of an expanding market with new offerings and services (e.g. Implementation Services capabilities, Cyber Threat Intelligence, Security Awareness Platform, …)
    • ➢ Expand the offering portfolio with additional technological assets available on the market (IoT | Web security | ...)

4 Cyber Security – Plan targets and key strategic growth lines

4 Cyber Security – 2022-2024 Growth Plan

The Three-Year Plan provides for revenue growth of approximately 19% and EBITDA Adjusted growth of approximately 31%

The 2022-2024 Plan is based on various assumptions, expectations, projections and forward-looking data of Management relating to future events and are subject to multiple uncertainties and other factors beyond the control of Tinexta Group. There are several factors that may cause results and trends to differ materially from those expressed or implied in the forward-looking information and, accordingly, such information is not a reliable guarantee of future performance.

PR = Preliminary Results E= Estimated

34

Agenda

1 Welcome & agenda J. Mastragostino | Chief Investor Relations Officer

State of the art + 2021 Results PA. Chevallard | Chief Executive Officer O. Pozzi | Group Chief Financial Officer

Digital Trust D. Cattaneo| InfoCert Chief Executive Officer

Cyber Security M. Comastri| Tinexta Cyber Chief Executive Officer

6

7

8

Credit Information & Management V. Zappalà | Innolva Chief Executive Officer

Innovation & Marketing Services F. Bellelli | Warrant Hub Chief Executive Officer M. Sanfilippo | Co.Mark Chief Executive Officer

Business Plan 2022-2024 (Pillars & Shareholder Return)

J. Mastragostino | Chief Investor Relations Officer O. Pozzi | Group Chief Financial Officer

Closing Remarks

J. Mastragostino | Chief Investor Relations Officer

5 Credit Information & Management – Snapshot

Credit Information & Management

Offers:

  • Business Information
  • Credit Management
  • Real Estate
  • BPO (Business Process Outsourcing)

Main Brands

  • ✓ Launch of a 360° MarTech Initiative, to support growth of SMEs and larger Corporate companies
  • ✓ Development of a unique ESG assessment service based on datasets with more than 325M ESG-Related Features
  • ✓ Deployment of custom and evolved analytics (including Artificial Intelligence based analytics) to manage Risk and Credit Collection, using also alternative data
  • ✓ Acquisition of Forvalue from Intesa San Paolo to support SMEs in seizing the opportunities offered by the PNRR
  • ✓ Re-enforcement of Innolva positioning on Large customers/international entities
  • ✓ Commercial partnership to provide PSD2 integrated services for Credit Scoring and Financial Contract Execution (e.g., Leasing Services)
  • ✓ Innolva provides and trusted Verifiable Credentials to enable digital identity services

  • ✓ Growth in the custom analytics and value-added services space to support the twin transformation of companies and financial institutions
  • ✓ Development of unconventional and innovative metrics to ensure a proper risk assessment for Non-Performing Portfolios
  • ✓ Growth in Marketing Services for SMEs
  • ✓ Increase the number of customers served by Forvalue and development of a more relevant offering to support PNRR and growth objectives for SMEs
  • ✓ Re-focus on large corporate/institution, to provide higher value services and facilitate cross/upselling of services
  • ✓ Release of territorial natural persons score and extension of ESG, climate and environmental scores

5 Credit Information & Management – The reference market

Business Information: supporting SMEs in the «twin transformation»

  • The complex post-pandemic scenario needs to be addressed with highly-predictive, non-traditional behavioural data to provide unbiased insights and solid metrics on the potential downside risk
  • The PNRR is built to encourage investments on sustainability, and this is generating a need for automated, objective and repeatable metrics and approaches for supplier evaluation and customer portfolio assessment
  • Market shows a rising demand for services to support growth and innovation in the sales and marketing processes, leveraging an unconventional and lean approach

Credit Management: from early-stage prediction to integrated and effective credit management

  • The new bankruptcy law and the end of the pandemic support measures will raise the bar for credit management and recovery services, which for the corporate sector – need a strong focus on early-stage management strongly grounded in data, analytics and integration in customer processes
  • Italy remains one of the largest NPE markets in Europe. Italian banks have gradually reduced the NPE stock to €99B as of Dec 20. The "moratoria" has frozen all new NPEs (about €56B as of Dec 21), but 130.000 companies were still "identified" as UtP, meaning that the full management process needs to be re-designed around data and analytics – to increase proactivity and consistency - and a closer cooperation with Real Estate players and investors

Real Estate Credit Information: new growth and NpE management

▪ After a decrease in transactions recorded in 2020 compared to the previous year, and an uneven progression during 2021, the Real Estate market is now stable. The expectation is a rising demand in the Servicers and portfolio managers sectors

BPO services to gain access to the Central Guarantee Fund (decree 662/96): from process outsourcing to process management

▪ A large part of new loans is still backed by public institutions, and the > €250B stock of requests needs to be managed. Market demand goes in the direction of dedicated support and management tools

5 Credit Information & Management – Initiatives launched in 2021 1/2

In 2021 Innolva directed considerable efforts toward the consolidation and development of its data coverage and data analytics capabilities, with the main goal of offering modern, cutting-edge and data driven solutions to support customer activities. In 2021 Innolva innovated in every single point of the value chain

Corporate

  • Launch of AI based/data driven scores to assess the commercial risk based on behavioural/unconventional data to assess company default risk
  • Implementation of a 360° MarTech initiative, to support SMEs and Corporate Enterprises in maximizing their post-pandemic growth opportunities, with support of an innovative AI-Based Martech Platform (Lead4U) and – where needed – data driven process consultancy in Marketing and Sales acceleration
  • Creation of a market-unique assessment service based on more than 325M ESG-related features on all Italian companies, updated weekly, to help customers in assessing their portfolio ESG scores
  • Deployment of integrated solutions for Credit Management and Collection
  • Development and release of ISPRA (Innolva Sustainability and Portfolio Risk Assessment): a comprehensive data extract that offers a 360° insight on Customer/Supplier portfolio

Banking

  • Built a commercial partnership to offer PSD2 and Blockchain based onboarding and creditworthiness process, to support the digitalization of the banking ecosystem
  • Developed an AI powered model to predict the market value of RE collaterals to non-performing securities
  • Implemented new integration and commercial models, to provide the end-to-end Innolva value chain to traditional core-banking institutions and Fintech Players
  • Further customize/tailor the core "PromozioniServizi" engine, to provide customers an end-to-end process management tool for Statebacked securities, powered by Innolva data and Promozioniservizi know-how

M&A

▪ With the acquisition of Forvalue, Innolva is able to support SMEs in their sustainable growth, partnering with them and providing them simple, value-added solutions

RE Valuta

  • Strengthened and extended the collaboration with all primary lending institutions + actively pursuing new prospects
  • Activated LOM (Loan Origination Monitoring) and AVM (Automated Valuation Model) as tools to increase efficiency
  • Continued activities on the advisory line services with a solid commercial partnership with Warrant Hub.

5 Credit Information & Management – The strategy

Innolva's strategy is geared towards:

  • Becoming a market reference for innovative data-driven and valueadded services throughout the full value chain
  • Development and delivery of value added/integrated platform and services
  • Increase of the market share in the Corporate (Large and SMEs) segment, providing Customers tools and solutions for growth, digitization and sustainability in an effective and modern way. Forvalue will be the enabler to reach a wider market of SMEs
  • Increase volumes in the Banking segment through the up-selling of products/services and through proposition of data driven solutions in collaboration with strategic partners

Pervasive Data Integration Ecosystem

MarTech platform and marketing services

Extensive data driven analytics for sustainability, growth and risk management

Customization of process management tools

Strategic/International partnerships

RE Valuta's strategy is focused on the expansion of the offer of real estate services according to a full-service provider logic through both commercial agreements with other operators in the industry and through the establishment of an internal team of "advisory", with the aim of diversifying the customer base thanks to an integrated offer.

Commercial Agreements

Advisory

VZ

  • Cashless transaction with equity exchange at the segment level (Innolva part of Credit Information & Management) The transaction saw Intesa Sanpaolo transfer 100% of its shares in Intesa Sanpaolo Forvalue to Innolva S.p.A., a subsidiary of Tinexta, with the subscription of newly issued shares deriving from a reserved share capital increase
  • Equity Value of 25% of Innolva @€55M. Put & call options on the 25% share capital held by Intesa Sanpaolo in Innolva S.p.A., subject to the termination of the partnership and/or certain results with respect to plan targets, and exercisable in a two-year period 2025-2026. Earn-out up to an additional 5% if certain planned objectives are exceeded, ratified with the approval of Forvalue's 2025 financial statements

  • Strong Group EBITDA contribution in the next years

  • Cross-selling and cross pollination among BUs
  • To exploit further opportunities given exquisite network

5 Credit Information & Management – Business Plan 2022-2024, Organic growth

The Three-Year Plan on an organic basis provides for revenue growth of around 6% and EBITDA Adjusted growth of around 5%

The 2022-2024 Plan is based on various assumptions, expectations, projections and forward-looking data of Management relating to future events and are subject to multiple uncertainties and other factors beyond the control of Tinexta Group. There are several factors that may cause results and trends to differ materially from those expressed or implied in the forward-looking information and, accordingly, such information is not a reliable guarantee of future performance.

PR = Preliminary Results E= Estimated

Agenda

1 Welcome & agenda J. Mastragostino | Chief Investor Relations Officer

State of the art + 2021 Results PA. Chevallard | Chief Executive Officer O. Pozzi | Group Chief Financial Officer

Digital Trust D. Cattaneo| InfoCert Chief Executive Officer

Cyber Security M. Comastri| Tinexta Cyber Chief Executive Officer

7

8

Credit Information & Management V. Zappalà | Innolva Chief Executive Officer

Innovation & Marketing Services F. Bellelli | Warrant Hub Chief Executive Officer M. Sanfilippo | Co.Mark Chief Executive Officer

Business Plan 2022-2024 (Pillars & Shareholder Return)

J. Mastragostino | Chief Investor Relations Officer O. Pozzi | Group Chief Financial Officer

Closing Remarks

J. Mastragostino | Chief Investor Relations Officer

6 Innovation & Marketing Services – Snapshot

Offers Consultancy Services to SMEs to support them in phases of:

  • Manufacturing processes innovation
  • Expansion of commercial activities & Internationalization
  • Government funds management
  • Marketing & Digital Marketing

Main Brands

  • ✓ Strong contribution from Tax Incentive 4.0 investment and "one-off" services focused on Tangible & Intangible Asset Re-Evaluation
  • ✓ Operational consolidation on regional & national funds services also thanks to M&A activity (FCLAB Acquisition)
  • ✓ W.I.R.E. (Warrant Innovation Research Europe): international network combining Warrant Hub EU projects, BeWarrant (BE), Euroquality (FR), Europroject (BGR) specialized on European Projects
  • ✓ New proposition on sustainability services and partnership defined with Studio Fieschi
  • ✓ Sustained growth within sales & internationalization consulting services
  • ✓ Confirmed growth within the digital marketing consulting services

Key numbers

>500

Employees

>6.000

Clients

Innovation & Marketing Services Key accomplishments in 2021 What to expect in 2022 & Beyond

  • ✓ PNRR Funds will stimulate increasing demands for specialized services with a wide range of technical competencies
  • ✓ Increasing competition on Tax incentive services due to new 4.0 transition plan
  • ✓ Full integration of 2021 acquisitions will trigger operational & sales opportunity in Italy as well as in France and Spain
  • ✓ New platform based on AI tools will contribute to generate added value for customer and operational optimization
  • ✓ Reinforced partnership with the most important Italian banks
  • ✓ Development of Digital Marketing Services in the SME's market with Forvalue

6 Innovation & Marketing Services – Market context & 2021

2021 was a strong year for Innovation & Marketing Services

  • Subsidized finance grew notwithstanding the current economic framework
  • European funding came in strong, doubling overall sales vs PY
  • Digital Innovation and Special subsidized finance both grew robustly improving the mix
  • Training business started with a very strong contribution, testifying great demand for these services
  • Corporate Finance came in lower mostly driven by lower contribution from the central guarantee fund
  • Overall, all the other new services continued to grow at a very fast pace, further accelerated by the current context, especially in relation to corporate finance

Market dynamics & Framework

Economic

Warrant Hub continues to command a very strong market share and represents the key reference point for specialized consultancy services In Italy. Strong reliance on important services such as Subsidized finance, Tax incentives continue to represent a key differentiating aspect of Warrant's offer. Further demand from new business lines (Sustainability, Real Estate tax incentive) show positive signs of future strength

The Budget Law 2022 introduced important corrections both in the area of R&D, Innovation, Design Tax Credit (vs
2021) and in the area of Investment Credit 4.0 (vs 2021) through a change in the rates
Legislative At this current stage, the existing budget law foresees rates with a decalage effect which may impact profitability in
the latter part of the plan horizon (2024); the company expects to counterbalance such changes with new lines of
business proposals while continuing to grow on the traditional business revenue stream
Positive
benefits
to
Warrant
Hub
will
derive
from
the
measures
to
support
the
economy
already
approved
at
European
level
(NGEU
-
Recovery
Plan)

6 Innovation & Marketing Services – Business Plan 2022-2024

Performance & Strategy

YoY growth The organic growth was once again confirmed (in 2021) in the Digital & Innovation, Euro design, IP Management, Energy and Training business lines

The Subsidized Finance area is expected (in 2022-23) to experience a significant increase in the number of customers, as well as the maximization of new opportunities related to new regional and national facilitating instruments

Cross-Selling

Continuous cross-pollination with the other Business Units of the Group is a key focus

Strong interactions will continue with Co.Mark as well as with the companies of the "Credit Information & Management" Business Unit particularly following the Forvalue deal

6 Innovation & Marketing Services – Evalue Innovation

  • Tinexta grows in Spain and acquires 70% of Evalue Innovation – specialized in consulting services to support innovation
  • New step in the process of internationalization of Tinexta, in line with the strategic guidelines announced
  • Enables to exploit the potential for both commercial development especially regarding opportunities related to European finance - and industrial development, establishing a virtuous exchange of know-how and best practices
  • Total investment €30.9M
    • ➢ Initial Cash out: €20.6M (70%) including pro-rata financial debt of Euro 0.4 million
    • ➢ Liability Put Option 2024: €4.9M* (15%)
    • ➢ Liability Put Option 2026: €5.4M* (15%)
  • Main offices: Valencia, Madrid, Barcelona, Seville and Murcia
  • In 2020, the company reported revenues of Euro 8.5 million, up 17.6% on the previous year and EBITDA of Euro 4.3 million (with an EBITDA margin of around 50%).

6 IMS – Market trends; Sales & Digital Marketing advisory

In a market characterized by a strong technological drive , the mission of Co.Mark Group, within the IMS Business Unit, is to enable the growth of SMEs in their marketing & sales growth pattern adopting best in class operating models and enabling solutions

MARKET DYNAMICS OF THE COMMERCIAL DEVELOPMENT OF ITALIAN COMPANIES

  • In 2020, e-commerce purchases in Italy reached €23.4B (+ 31% vs 2019)
  • To overcome the crisis, 88% of the 50 top Italian retailers have increased their digital presence, while 64% of SMEs have launched an online service and 84% plan to carry on

In 2021, B2B online sales exceeded B2C online retail salesIt is estimated that B2B e-commerce is worth almost 2.5 times compared to B2C online retail B2B vs B2C

  • Although the crisis has accelerated digital adoption, it is expected that in 2024 most purchases will still be made offline (78% compared to 22% of online purchases)
  • This highlights the fundamental role of the integration of omnichannel strategies

6 IMS – Market trends; Focus on Digital Marketing

The digital marketing arena is constantly growing and adapting to serve sustained demand from new market segments, especially within SME's

The on-line purchases are constantly growing, even with the pandemic partially behind us, shortening the GAP that Italy has with the rest of main EU countries.

The Italian digital marketing market is characterized by a few large international players serving the Large Enterprise segment. On the SME world, on the other hand, there are numerous small players specialized in vertical activities, from creativity to SEO, passing through social networks, marketplaces and ADV

Source: Osservatorio Internet Media by Politecnico di Milano presented at the IAB Forum 2021.

6 IMS – Business evolution

Within the above-mentioned market dynamics, Co.Mark, through organic investment and progressive integration with Queryo, has increased its offer portfolio, by adding to the traditional sales development consultancy a multi-channel approach especially based on Digital Marketing declinations

6 IMS – Business Plan 2022-2024; Organic growth and 2021 perimeter

The Three-Year Plan on an organic basis (i.e., constant perimeter) forecasts revenue growth of approximately 7% and EBITDA Adjusted growth of c. 5%. Including recent acquisitions, revenues will grow by around 11% and EBITDA will grow by c. 10%

The 2022-2024 Plan is based on various assumptions, expectations, projections and forward-looking data of Management relating to future events and are subject to multiple uncertainties and other factors beyond the control of Tinexta Group. There are several factors that may cause results and trends to differ materially from those expressed or implied in the forward-looking information and, accordingly, such information is not a reliable guarantee of future performance.

PR = Preliminary Results E= Estimated

Agenda

1 Welcome & agenda J. Mastragostino | Chief Investor Relations Officer

State of the art + 2021 Results PA. Chevallard | Chief Executive Officer O. Pozzi | Group Chief Financial Officer

Digital Trust D. Cattaneo| InfoCert Chief Executive Officer

Cyber Security M. Comastri| Tinexta Cyber Chief Executive Officer

8

Credit Information & Management V. Zappalà | Innolva Chief Executive Officer

Innovation & Marketing Services F. Bellelli | Warrant Hub Chief Executive Officer M. Sanfilippo | Co.Mark Chief Executive Officer

Business Plan 2022-2024 (Pillars & Shareholder Return)

J. Mastragostino | Chief Investor Relations Officer O. Pozzi | Group Chief Financial Officer

Closing Remarks J. Mastragostino | Chief Investor Relations Officer

  • Strengthen market presence via vertical integration in:
    • ❖ Digital Trust
    • ❖ Cyber Security
    • ❖ Digital Innovation
    • ❖ Digital Marketing
  • Grow presence in the Public Administration market
  • Foster cross-sectionalstrategic initiatives
    • ❖ Open Innovation
    • ❖ Academy

7 Key pillars of our strategy – 2022-2024 Plan 2/6

  • Strong sector organic growth yields continuous momentum for Tinexta
  • The markets in which the Group operates are growing at attractive rates
  • The Group's product offering is constantly fine tuned to better adapt to customer needs

7 Key pillars of our strategy – 2022-2024 Plan 3/6

Increase integration

4

  • Group Sales & Marketing enables:
    • ❖ Central coordination for the development of an integrated offer of the Group and the related "go to market"
    • ❖ Streamlining the newly instituted Forvalue channel to strengthen the Group's commercial strategy for services to SMEs
  • Increase operational synergies within the organization
  • Simplify the corporate structure
  • Increase and improve post M&A integration

7 Key pillars of our strategy – 2022-2024 Plan 5/6

  • Higher growth of employment - driven by business expansion (mainly M&A) requires solid grounds of project analysis and involves the redefining of the:
    • ❖ Organization & integration of processes
    • ❖ Corporate Academy to foster Leadership Group Culture and strategic competencies
    • ❖ Sustainability plans
    • ❖ Compensation policy

Key pillars of our strategy – 2022-2024 Plan - ESG 5/6

Main activities:

7

  • Benchmark
  • Gap Analysis
  • Action Plan
  • Sustainable Development

  • From Compliance to Engagement
  • Performed Benchmark ESG with Gap analysis to better understand the company's positioning and improve
  • Reference Standards utilized:
    • ❖ Global Reporting Initiatives (GRI)
    • ❖ UN SdGs
    • ❖ MSCI
    • ❖ SASB

Set a Roadmap:

  • Continue to focus on Cash Flow constantly applying a "Cash is King" approach
  • Attractive leverage ratio
    • ❖ Pro-forma leverage ratio for Bregal's investment yields competitive ratios
  • Strong attention to cost
  • Enviable cost of debt
  • Cash flow predictability allowsfor continuous shareholders' return

7 Key pillars of our strategy – 2022-2024 Plan PNRR

  • ➢ Among the PNRR's priorities, Digitalization assumes a pivotal role of role and Tinexta is expected to strongly benefit from it in an indirect way
  • ➢ Primary sources/opportunities will stem from: 1) Public/private tenders 2) Partnerships 3) Public Administration RFPs

7 Key pillars of our strategy – 2022-2024 Plan PNRR

Italy & Digitalization: 4 critical aspects that deserve top priority

Delays in the digitalization of businesses especially SMEs Italy 22nd in the EU-28 for business digitalization

7 2022-2024 Plan – Priorities for superior shareholder return

Improve operational efficiency by increasing the EBITDA Margin of the Group

Strong cash generation and robust balance sheet

Improving EPS as well as growing DPS

c)

c)

d)

7 a) Revenue growth driven by significant organic growth and M&A

➢ Delivering high single digit Revenue (Organic) CAGR 2022-2024 for Tinexta from 2021 Preliminary Results and growing low double digits CAGR 2022-2024 considering announced M&A deals

7 b) Profitability driven by sector growth & operating leverage

➢ Delivering low double digits EBITDA Adjusted (Organic) CAGR 2022-2024 for Tinexta from 2021 Preliminary Results and growing mid double digits CAGR 2022-2024 considering announced M&A deals

0.14

68

7 d) Sustained cash flow generation and robust balance sheet

  • ➢ Strong Operating Cash Flow sustaining Capex, M&A and shareholder's returns while having a key focus on deleveraging at <1x by 2024 (from c.a. 2.7x in 2021)
  • ➢ Cash-out of ~ €200M-€250M is intended with a combined leverage between 2.5x and 2.1x over the period (2022-2024) of the plan

Guidance 2022 (Organic) 2022 with acquisitions 2024 with acquisitions
Revenues ~ 10-12% growth vs PY ~ 18-20% growth vs PY Low double digits
CAGR 2022-2024
EBITDA Adjusted ~ 8-10% growth vs PY ~ 20-22% growth vs PY Mid double digits
CAGR 2022-2024
NFP/EBITDA Adjusted N.M. ~
2.0x
~0.7/0.8x

PNRR's potential positive benefits not included in guidance nor any additional M&A

7 The Group – Business Plan 2022-2024; Organic growth

The Three-Year Plan, on an organic basis, forecasts the following growth rates

The 2022-2024 Plan is based on various assumptions, expectations, projections and forward-looking data of Management relating to future events and are subject to multiple uncertainties and other factors beyond the control of Tinexta Group. There are several factors that may cause results and trends to differ materially from those expressed or implied in the forward-looking information and, accordingly, such information is not a reliable guarantee of future performance.

PR = Preliminary Results E= Estimated

7 The Group – Business Plan 2022-2024; Organic growth + Acquisitions

Accelerated growth in Revenues and EBITDA with the contribution of recent acquisitions

The 2022-2024 Plan is based on various assumptions, expectations, projections and forward-looking data of Management relating to future events and are subject to multiple uncertainties and other factors beyond the control of Tinexta Group. There are several factors that may cause results and trends to differ materially from those expressed or implied in the forward-looking information and, accordingly, such information is not a reliable guarantee of future performance.

PR = Preliminary Results E= Estimated

7 The Group – Business Plan 2022-2024; Organic growth

The Three-Year Plan based on the new perimeter provides for a significant reduction in net debt and a gradual reduction in the NFP/EBITDA Adjusted ratio at the end of the plan, which is expected to be <1x

The 2022-2024 Plan is based on various assumptions, expectations, projections and forward-looking data of Management relating to future events and are subject to multiple uncertainties and other factors beyond the control of Tinexta Group. There are several factors that may cause results and trends to differ materially from those expressed or implied in the forward-looking information and, accordingly, such information is not a reliable guarantee of future performance.

Agenda

1 Welcome & agenda J. Mastragostino | Chief Investor Relations Officer

State of the art + 2021 Results PA. Chevallard | Chief Executive Officer O. Pozzi | Group Chief Financial Officer

Digital Trust D. Cattaneo| InfoCert Chief Executive Officer

Cyber Security M. Comastri| Tinexta Cyber Chief Executive Officer

8

Credit Information & Management V. Zappalà | Innolva Chief Executive Officer

Innovation & Marketing Services F. Bellelli | Warrant Hub Chief Executive Officer M. Sanfilippo | Co.Mark Chief Executive Officer

Business Plan 2022-2024 (Pillars & Shareholder Return)

J. Mastragostino | Chief Investor Relations Officer O. Pozzi | Group Chief Financial Officer

Closing Remarks J. Mastragostino | Chief Investor Relations Officer

Growth path is secure with robust fundamentals, a clear business plan and strong management commitment

M&A already in place to further support expansion

2022-2024 confirms sustained revenue growth rate, further growth in profitability and significant deleverage capability

The Group is well positioned to continue to pursue its growth through external lines

Disclaimer

  • This document was prepared by Tinexta Spa (the "Company") for the sole purpose of presenting the performance and the activities of the Company.
  • The information provided with this document does not contain nor constitute an offer of securities for sale, or the solicitation of an offer to purchase securities, in the United States, in Australia, in Canada or in Japan or in any other jurisdictions where this offer or solicitation would require the approval of local authorities or be otherwise unlawful (the Other countries). This document or any parts thereof, or its distribution, may not constitute the basis for, or be invoked in association with, any agreements or decisions about investments related thereto.
  • The shares of Tinexta Spa (the "shares"), as referred to in this document, have not been registered and will not be registered pursuant to the USA Securities Act of 1933, as amended (the Securities Act) or pursuant to the corresponding regulations in force in the other countries, and they may not be offered or sold in the United States or to US citizens unless these securities are registered in compliance with the Securities Act, or if an exemption from the requirements of Registration by the Securities Act is set forth.
  • The content of this document is of an informative nature and must not be interpreted as investment advice. This document does not constitute a prospectus, an offering circular, an offering memorandum or an offering for the purchase of shares and must not be considered as a recommendation to underwrite or purchase Tinexta shares. This presentation or any other documentation or information (or part of it) provided, shall not be considered as an offer or an invitation by or on behalf of the Company.
  • The information herein does not intend to be comprehensive or to include all the information that a potential or existing investor may wish to have. In all cases, the interested parties must carry out their own investigations and analyses of the Company which may include an analysis of the data of this document, but they must also include an analysis of other documents, including the financial statements for the period.
  • The statements herein have not been verified by any entity or independent auditor. No statement or guarantee, expressed or implicit, is made with respect to, and one must not rely on, the accuracy, completeness, correctness or reliability of the information contained in this document. Neither the Company nor any of its representatives shall bear any responsibility (for negligence or other reasons) that may arise in any way in relation with such information or in relation with any loss resulting from its use or deriving in any way in connection with this presentation.
  • The information contained in this document, unless otherwise specified, is updated as at the date of this document only. Unless otherwise specified in this document, this information is based on the Company's financial reports, management reports and estimates. Please refer to the year-end financial statements or to the half-year reports, which are audited by an external auditor and published by the Company, prepared in Italian, and for transparency, translated also into English. The Italian version of these materials is considered, according to Italian Law, as the official and legal version of said reports.
  • The information contained in this presentation is subject to changes without obligation of a prior notice, and past performance is not indicative of future results. The Company may modify, edit or in other ways amend the content of this document, without any obligation to render notification about any revisions or changes. This document may not be copied or disseminated in any way.
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  • By accepting this presentation or accessing these materials, the reader accepts to be bound by the above mentioned limitations.
  • This presentation includes some forecast statements, projections, objectives and estimates that reflect the current opinions of the Company's Management in relation to the changes occurring in the markets where the Company operates, as well as to future developments. Forecast statements, projections, objectives, estimates and outlooks are generally identifiable through the use of verbs/nouns such as "could", "will", "should", "plan", "expect", "anticipate", "estimate", "believe", " intend", and "project "," objective" or "purpose" or the opposite of all these verbs/nouns or variations thereof or any comparable terminology. These statements include, but are not limited to, all statements other than those regarding historical events, including, inter alia, those concerning transaction results, financial position, strategy, plans, objectives, purposes and objectives of the Company and future developments in the markets in which the Company operates or it is trying to operate.
  • Because of these uncertainties and risks, the readers are advised not to rely excessively on these statements as a prediction of the actual results. The ability of Il Gruppo to achieve its objectives or expected results depends on many factors outside of Management's control. The actual results may differ materially from (or be more negative than) those projected or implicit in the declarations contained herein. Therefore, any prospective information contained in this document involves risks and uncertainties, which may significantly affect the expected results, and is based on some key assumptions. All statements included in this document are based on information available to the Company as at the date of this document. The Company does not incur an obligation to provide a public update or revision of any statements, both as a result of new information, future events or other circumstances, unless required by the applicable laws. All the following statements, written, verbal or oral made by the Company or by parties acting on its behalf are expressly qualified in their entirety by these cautionary statements. Neither Tinexta S.p.A. nor any Tinexta Group company nor its respective representatives, directors or employees accept any responsibility in relation to this presentation or its contents in relation to any loss deriving from its use or from the reliance made on it.

Preliminary Results 2021 Business Plan 2022-2024

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