Tinexta — Interim / Quarterly Report 2017

May 19, 2017

First Quarter 2017 Results

Introduction to Tecnoinvestimenti

May 2017

Disclaimer

• ‐ This document has been prepared by and is the sole responsibility of Tecnoinvestimenti Spa (the "Company") for the sole purpose of illustrating the performance and activities of the Company.
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Contents

I.	First Quarter 2017 Results	3
II.	Group Overview	7
III.	Business Description	13
IV.	2016 Financial Highlights	20

Q1 2017 Results: First Quarter Results (1/3)

Reported results vs. Pro Forma Non-Recurring Items

Growth & Profitabilty

Early acquisition of Assicom & Ribes Minorities to integrate the companies

Pro-active Management

Sixtema acquisition: Cross selling synergies across the Group

Positive Positioning

•Dividend +60%, Pay-out: 33% •NFP down to €68.1 m: 2X EBITDA

Solid finances

Q1 2017 Results

Reported • Acqusitions consolidated in2016: Co.Mark from 1/4/16; Visura from 1/7/16 • EBITDA margin rises to 20.9% from 18.7% € m 32.1 6.0 4.2 2.2 40.9 8.6 6.1 3.7 Revenues EBITDA EBIT Net Income for the period Summarized Consolidated Income Statement Q1 2016 Q1 2017

Condensed Consolidated Income Statement	1st quarter		1st quarter
(in thousands of euros)	2017	%	2016*	%	Change	%
Revenue	40,921	100.0%	32,102	100.0%	8,819	27.5%
EBITDA	8,561	20.9%	5,997	18.7%	2,564	42.8%
EBIT	6,051	14.8%	4,248	13.2%	1,803	42.5%
Financial income	47	0.1%	5	0.0%	42	840.3%
Financial charges	514	1.3%	295	0.9%	219	74.2%
Share of profit of equity-accounted investees	2	0.0%	-38	-0.1%	40	-106.5%
Income taxes	1,932	4.7%	1,748	5.4%	184	10.5%
Net profit	3,655	8.9%	2,173	6.8%	1,482	68.2%

*The results for the first three months ended as at 31 March 2016were re-stated in relation to the completion of accounting of the business combinations of Co.Mark (which took place on 24 March 2016), of Datafin and Eco-Mind App Factory (acquired at the end of 2015).

5

Operating results by SBU Reported vs Pro Forma (Both excluding non-recurring items)

Reported

Condensed Income Statement by operating segments - Three-month period ended as at 31 March	Digital Trust		Credit Information & Management		Sales & Marketing Solutions		Other segments (Holding Co Costs)		Total
(€ '000)	31/3/17	31/3/16	31/3/17	31/3/16	31/3/17	31/3/16	31/3/17	31/3/16	31/3/17	31/3/16
Segment revenue	17,834	12,038	18,499	20,019	4,662	-	126	148	41,122	32,205
Inter-segment revenue	20	6	55	3	0	-	125	94	200	102
Revenue from external customers	17,814	12,032	18,444	20,016	4,662	-	1	54	40,921	32,102
EBITDA	4,448	2,787	3,456	4,233	1,792	-	-1,135	-1,024	8,561	5,997
EBITDA %	25.0%	23.2%	18.7%	21.1%	38.4%	-	n.a.	n.a.	20.9%	18.7%

Pro Forma excluding non-recurring items

Condensed income statement by operating segments on a Pro Forma basis net of non recurring components- Three-month period ended as at 31 March	Digital Trust		Credit Information & Management		Sales & Marketing Solutions		Other segments (Holding Co Costs)		Total
(€ '000)	31/3/17	31/3/16	31/3/17	31/3/16	31/3/17	31/3/16	31/3/17	31/3/16	31/3/17	31/3/16
Segment revenue	17,834	16,371	18,499	20,019	4,662	4,298	126	148	41,122	40,835
Inter-segment revenue	20	6	55	3	0	0	125	94	200	102
Revenue from external customers	17,814	16,365	18,444	20,016	4,662	4,298	1	54	40,921	40,733
EBITDA	4,448	4,244	3,836	4,233	1,792	1,569	-1,135	-765	8,941	9,281
EBITDA %	25.0%	25.9%	20.8%	21.1%	38.4%	36.5%	n.a.	n.a.	21.8%	22.8%

Cash flow from operations in Q1 2017: €10.2m

Q1 2017 Results, Introduction to Tecnoinvestimenti

Q1 2017 Results vs Pro Forma Q1 2016 (Net Recurring Items)

Q1 2017 Results vs Pro Forma Q1 2016 (Net Recurring Items)

Net financial position breakdown

IV. Financial Highlights

Balance	(€m)
€m	31/3/17	31/12/16
Total fixed assets	205.2	206.3
NWC Other LT assets/liabilities	-1.2 -8.0	3.1 -7.8
Net invested capital	196.0	201.6
Group Equity	127.8	130.3
Minorities Total equity	0.1 127.9	0.1 130.4
Total net financial debt *	68.1	71.2

Net financial indebtedness
Net Financial Debt at March 31, 2017	68.1
Gross Financial Debt	110.1
Bank debt	30
Debt vs. TecnoHolding S.p.A	25.1
Debt for minorities acquisitions
PUT & CALL	41.4
Earn Out	3.7
Co.Mark Vendor Loan	5.6
Other LT Debt	4.3
Cash & Equivalents -42.0
Cash	-35.6
Other ST Financial Assets	-6.4

• Shareholders' equity declined €2.5 m (adjustment of PUT options on minority shares (€3.1m), dividends (€2.9m) thousand), net of income for the period (€3.7m). • Debt for the

• acquisition of minorities totals 50.7m of which €41.4m relating to Put & Call
• €42 m Cash & Equivalents

N** Net Financial Debt as defined by the Consob

Sixtema Acquisition

Founded in 2008 2016 Sales: €14 m 130 employees Modena, Florence, Ancona, Pisa

ITC Software: Accounting, Finance Integra: EU/Italian regulatory consulting InfoCert's Trusted Solutions Cloud Computing services Credit Valuation Platform

Artisans, small/medium sized companies, professional associations, law and accounting firms, financial intermediaries.

Sixtema: Strategic evolution

• 1. New open organizational model
• 1. Maintain and develop relationship with CNA
• 1. Evolve offer: maintain core and develop new products/services
• 1. Respond to /anticipate market driven demand (non CNA clients)
• 1. Rationalize /streamline cost structure

Contents

I.	First Quarter 2017 Results	3
II.	Group Overview	7
III.	Business Description	13
IV.	2016 Financial Highlights	20

Tecnoinvestimenti at a Glance

Certification Authority is a title accredited by the Digital Agency for Italy (AgID). Certification authorities provide digital certification services and issue certificates for atures and authentication (such as for national healthcare cards) on behalf of government agencies. Including DataFin, Co.Mark Group and Visura Group. DataFin was merged into Assicom on 25 November 2016 This considers the acquisition of the minorities of 12.5% of Ribes and 32.5% of Assicom which was announced on 28 March 2017 This considers the dividend Ribes paid in the form of ReValuta shares, which was a part of the transaction to purchase the minorities of Ribes

Q1 2017 Results, Introduction to Tecnoinvestimenti

Holding headcount at year end 2016: 12

Group total headcount: 903

Shareholder base

• * Owned by the Chambers of Commerce of Turin, Milan, Rome & Others
• ** Cedacri (largest IT outsourcing company for the Italian banking sector) has a lock-up until 6 August 2017
• *** Quaestio Capital Management is the manager of Quamvis SCA Sicav. Quaestio has no lock-up on its shares

History

II. Group Overview

Q1 2017 Results, Introduction to Tecnoinvestimenti

External growth using disciplined M&A approach

• Product extension
• Increase market share
• Widen distribution channels
• products for PMI/Micro Companies
• Enter the Credit Information & Management market
• Widen value preposition
• Widen product offer
• Service extension in a new segment
• Opportunity for synergies
• Increase market share
• Opportunity for synergies
• Increase market share
• Opportunity for synergies
• Enter Sales & Marketing solutions (new market)
• New products
• New distribution channel
• Opportunity for synergies

Looking ahead: strategy for 2017 and beyond

Digital Trust

• Continous product innovation
• Leverage distinctive positioning to grow in a rapidly developing international market
• Integrate Sixtema's operations into the Group to realize commercial & cost synergies
• Expansion in secure enterprise solutions
• Growth through strategic partnerships/ collaboration with international vendors

Credit Information & Management

• Through the or the companies achieve cost cutting through realization of sinergies
• Increase/Defend market share through acquisitions of smaller players
• Invest in information data base to decrease incremental marginal cost of services
• Develop and enhance value of current sub-SBU through focalization of operations and strategic collaborations

Sales & Marketing Solutions

• Service extension through external growth
• Replication of Comark business/sales model to adjacent scalable services

Contents

I.	First Quarter 2017 Results	3
II.	Group Overview	7
III.	Business Description	13
	- Digital Trust	14
	- Credit Information & Management	16
	- Sales & Marketing Solutions	18
IV.	2016 Financial Highlights	20

SBU Digital Trust – Key figures

Sales Breakdown 2016 Pro Forma (excl. 1-offs) by segment

• Certified email: brand name (Infocert) w/premium price
• Visura acquired in 3Q16
• High entry barriers: European Certification Authority (largest in Europe) and Identity Trust Provider for SPID
• Ability to combine know-how in compliance issues, digital processes and technology
• Clear leader in Digital Trust Product Innovation
• R&D: c.6% of revenues spent on R&D activities
• Eight patent applications deposited in 2016

Digital Identity: a big potential

Tecnoinvestimenti-InfoCert is the leading European Certification Authority and aims to exploit opportunities arising from Digital Identity and new European and Italian regulations

• ₋ eIDAS stands for EU REGULATION No 910/2014 on Electronic IDentification Authentication and Signature relating to trust services for electronic transactions in the European internal market
• ₋ eIDAS has created standards for which electronic signatures, electronic seals, timestamps and other authentication mechanisms enable electronic transactions with the same legal standing as transactions performed on paper
• ₋ The eiDAS Regulation came into effect in July 2016
• ₋ According to eIDAS, Tecnoinvestimenti-Infocert is a recognized Certification Authority in EU

Tecnoinvestimenti has been selected, along with Telecom Italia, Postecom and Sielte, as a recognized Certification Authority of SPID, the new Italian public digital identity system¹

1 Source: AGID – Agenzia per l'identità digitale, Presidenza del Consiglio dei Ministri

Corporates

eIDAS

Digital Trust: cutting edge products

Qualified Trust Service Provider: Clear Market Leader

• ROI: 174% Payback in 0.6 mo.
• • 80% fraud incidence
• new clients:+30% Source: Forrester Study

Digital Transaction Management Solutions (DTM): Pioneer in a new business

Digital Transaction Solution to provide Remote Electronic Signature Capabilities

SBU Credit Information and Management (1/2)

Sales Breakdown by service Real Estate Information Services 17% Business Information & Credit Recovery 68% Real Estate Estimates 15% Credit Information & Management (CI&M) Real Estate Information services Business Information & Credit recovery services Real Estate valuation services Revenues €/ Million 79.2 74.5 2015 2016 EBITDA Margin 14.7 13.8 2015 2016 EBITDA €/ Million 19% 19%

• CI&M operates through the Ribes and Assicom subgroups, which together form one of the leading providers of credit information, credit management and credit recovery in Italy

• Ribes is dedicated primarily to the bank/ financial sector with a specialization in commercial and real estate information
• ReValuta provides Ribes and 3rd party customers (incl. retail), real estate valuation services
• Assicom: focuses on offering credit info and credit recovery services to SMEs
• Of 216 full-time employees (and 74 agents), approximately 90 employees are involved in credit recovery

SBU Credit Information and Management (2/2)

• Supports companies throughout the entire process of credit management from new client identification to credit recovery
• Primosguardo (First Look) platform designed to discover, identify and profile potential new clients

• Supports banks & insurance companies in identifying new clients, managing current & problematic credit exposures, providing information necessary for bank compliance regulations; services for real estate executory procedures

• Provides real estate valuation services to banks, private companies, public administration, property owner & management companies

On March 28, the Board of Directors approved the purchase of the minority stakes in Ribes and Assicom, permitting Tecnoinvestimenti to take full operational control, focus on increasing competitiveness, enact management changes and obtain greater synergies. Contemporaneously, Ribes paid an extraordinary dividend in the form of Revaluta Shares to Tecnoinvestimenti, giving the latter an 83% control of Revaluta

SBU Sales & Marketing Solutions (1/2)

• S&MS is constituted by Co.Mark, acquired in and consolidated from March 2016

• unique business model to provide expert consultancy to aid small and medium sized companies to start or expand international sales
• A Temporary Export Specialist™ assesses export possibilities, collaborates to produce a sales plan and undertakes commercial actions to achieve plan
• An industrialized approach which uses centralized data bank shared by the 100+ TES consultants to produce concrete results
• Recently established operations in Barcelona and Madrid expanding well

SBU Sales & Marketing Solutions (2/2)

• With branches throughout the country, Co.Mark's business is divided into three specialized areas in the field of export and marketing:
• services for SMEs
• advice and training for large corporations
• partnerships with local business & trade associations and national confederations
• Over 100 temporary export specialists that work for c. 800-900 clients
• Specialization for tech innovation and business networking
• 22 branches in Italy, newly opened offices in Barcelona & Madrid

Contents

IV.	2016 Financial Highlights	20
III.	Business Description	13
II.	Group Overview	7
I.	First Quarter 2017 Results	3

Adjusted pro-forma 2016 Revenues & EBITDA (net of non recurring components)

Adjusted pro-forma Revenues & EBITDA per SBU (€m)

Credit Information & Management (CI&M)

Sales & Marketing Solutions (SM)

28

Net financial position breakdown

Balance	(€m)
€m	31/12/15	31/12/16
Total fixed assets NWC Other LT assets/liabilities	126.6 7.7 -8.6	206.3 3.1 -7.8
Net invested capital	125.7	201.6
Group Equity Minorities Total equity	77.1 0.1 77.2	130.3 0.1 130.4
Total net financial debt	48.5	71.2

FY16 Net financial indebtedness
Bank loans	33.0
Debt vs. Tecno Holding S.p.A.	25.2
Debt for acquisitions	76.8
PUT & CALL	65.7
Earn Out	4.0
Co-Mark Vendor Loan	7.1
Other LT debt	0.6
Other ST debt	2.4
Gross Financial Debt	138
Cash	-60.4
ST financial assets	-6.4
Cash & Cash Equivalents	-66.8
Net Financial Debt *	71.2

• Increase in Total fixed assets to €206.3m is due to the acquisitions of Co.Mark & Visura, of which +€76.9m of Goodwill
• Net working capital stood at €3.1m was reduced mainly due to an increase in trade and other payables
• Debt for the acquisition of minorities totals €69.7m of which €65.7m relating to Put liabilities amd €4m for Earn out

N** Net Financial Debt as defined by the Consob

Net Financial Position Bridge (€m)

IV. Financial Highlights