Tinexta — Investor Presentation 2019

Oct 22, 2019

STAR Conference London Stock Exchange 22-23 October 2019

Introduction to Tinexta

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.
• The distribution of this document and any related presentation in jurisdictions other than Italy, may be limited by the Law and any person in possession of this document or any other related presentation must be properly informed and comply with the set forth restrictions. Any non-compliance with such restrictions may constitute a breach of Law in effect in these other jurisdictions.
• 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 the Group 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.

Agenda

I.	Introduction to TINEXTA	3
II.	Our Business	10
III.	Strategic Plan & 1st Half 2019 Highlights	20

Introduction to Tinexta

Tinexta, founded in 2009, is the parent company of a highly profitable group that has grown organically and through M&A. Currently, Tinexta manages c.20 operating companies that have leading positions in three businesses:

• Digital Trust
• Credit Information and Management
• Innovation and Marketing Services

We operate principally in Italy and are expanding rapidly in Europe. Our clientele is a mix of corporate (18,000 companies and banks) and retail (over 2.4 million accounts).

Corporate History

2009	Tecnoinvestimenti founded	Tecno Holding contributes its participation of 99.9% in InfoCert
2012	Start of reorganizational process
2013	New Strategic Plan: Tecnoinvestimenti to actively manage holdings.
2014	Reorganization completed: non-core holdings sold. AuCap €20m.	Shares listed on AIM/Milan Stock Exchange
2015	Expansion in existing sectors Add-on M&A deals
2016	Larger M&A	Share Capital increase of c.€50m Listing moved to STAR from AIM
2017	Group Consolidation, Further Acquisitions
2018	Streamlining the organization International expansion	Tecnoinvestimenti becomes Tinexta
2019	Organization/Integration of Group Companies

Tinexta: a listed company with a float of 44.25%*

*Tinexta S.p.A. has 47,207,120 Ordinary Shares in circulation. On 4 ottobre 2019 the Company announced that 317,000 new Ordinary Shares had been issued following the exercise of Warrants by Cedacri.

Rapid Growth: 2014 – 2018

I. Introduction to Tinexta

STAR Conference, London S.E. 22-23 October 2019

Increasing Profitability, Diversifying Revenues

In the course of the last three years, the Group increased its presence in higher margin sectors

External Growth Using Disciplined M&A Approach

9

Agenda

I.	Introduction to TINEXTA	3
II.	Our Business	10
III.	Strategic Plan & 1st Quarter 2019 Highlights	20

Tinexta Group today

The Group operates in Digital Trust, Credit Information & Management and Innovation & Marketing Services, all with leading or solid market positions.

	DIGITAL TRUST	CREDIT INFORMATION & MANAGEMENT	INNOVATION & MARKETING SERVICES
BU Rev's/ Tot. Rev's1 :	40.9%	29.9%	29.2%
EBITDA/ Group EBITDA1,2:	33.2%	23.7%	43.2%

Based on First Half 2019 Results

¹Net of non-recurring items. ²EBITDA is the sum of the EBITDA generated by the three Business Units and excludes the impact of Tinexta S.p.A., the parent company, whose costs equaled 5.5% of Total Revenues.

Digital Trust: 1 st Half 2019*

€ '000

II. Business Unit Performance

Revenue Analysis

Principal impacts:

• Organic growth of InfoCert Group
• Additional costs (support & assistance) for Electric Invoicing from 1 Jan 19
• Camerfirma acquisition
• IFRS 16

* These results exclude non-recurring items

Digital Trust: Security+Compliance+Trust

Value Proposition:

Enable companies to innovate/digitize operational processes with customers, leveraging our portfolio of trust-based business solutions and services.

Our value added:

• We assume the legal liability of validating any business process;
• We reinvent digital workflows for our customers, designing, developing and delivering end-toend solutions.

Products:

• Off-the Shelf Products: the foundation
• Products: registered/certified email, electronic invoicing, SSL certificates
• Clients: mass market, individuals, lawyers, accountants, companies, governments
• Channels: web distribution, professional association, direct marketing
• Enterprise Solutions: the future
• Products: TOP, Go-Sign, Geo-localization
• Clients: Banks, utility companies, finance companies, telcos, governments
• Channels: marketing

eIDAS: electronic Identification And trust Services Regulation: adopted in 2014,

effective in July 2016.

Created a consistent legal framework and a single, unified market in Europe. Provided a predictable regulatory environment to develop and expand the use of electronic signatures and transactions in the EU. The regulation has standardized market access, allowed for interoperability and opened the European market.

• Starting base • High cash

• generator
• Moderate growth
• Cutting edge technological solutions • R&D • High growth

Digital Trust: International Expansion Strategy

5 Point Strategy

• 1. Unified legal base: EIDAS
• 2. Concentration process
• 3. Leverage our value proposition
• 4. Increase geographic footprint
• 5. EU coverage thru local champions

II. Our Business: Digital Trust

InfoCert's facts & numbers 2018

InfoCert is by far the largest QTSP in the EU in terms of economics and operations

• Projects delivered in 22 countries in 2018
• +2.2 K Enterprise customers in 2018
• 1.6 M retail customers at 2018
• +150 M ature transactions in 2018
• • 750 M Preserved documents
• +400 M eDelivery messages in 2018
• 6% of Revenues spent on R&D [average of last 4 years]

Patents and innovation

InfoCert thanks to its research and development activities registered 17 international patents such as:

• Web ID
• Geosign
• SelfID
• CertyChat

• Secure stream

• SecureDrive

• Paperless reception
• Voice signature
• STP

• QR CODE Signature

• Let ME In

• Cer Ring
• Power of attorney book
• …

Main R&D projects aligned with international strategies for national eID schema adoption

Dizme, R&D project on distributed Identity services based on trust services

SOVRIN, InfoCert operates in the field of distributed identity.

CREDENTIAL, EU project to develop services for storing, managing and sharing digital identity information.

F.I.C.e.P. (First Italian Crossborder eIDAS Proxy) develop identity services provider across the EU.

Cloud Signature Consortium, in collaboration with Adobe, building a new standard for cloudbased atures.

Credit Information & Mgmt: 1 st Half 2019*

€ '000

Revenue Analysis

EBITDA Analysis

Principal impacts:

• •Organic growth: 6.7%, competition in SME segment, good performance in RE Valuation, banks
• •+ 8.7% growth from acquisitions (Comas, Webber, Promozioni Servizi)
• •22% EBITDA growth from Organic & perimeter growth plus IFRS 16 impacts

* These results exclude non-recurring items

CIM: Innolva

Innolva:

Third largest Business information services provider in Italy, supporting credit decision-making, using data/information from Chamber of Commerce owned data bank, real estate data bank (cadastral registry) and others. Credit recovery/collection services.

In 2018 Innolva acquired Comas & Webber, which distribute business information via the web, as well as Promozioni Servizi, which is a leader in aiding companies to obtain guarantees from Mediocredito Centrale/Italian government to lower long-term funding costs.

• Innolva's customer base: ~10,000 small/medium-sized banks, SMEs, large corporates, professionals (accountants, lawyers)

According to its strategic guidelines, during First Half 2019 Innolva has developed of new products such as:

• a new ''tailor made'' rating system, for large corporations and SMEs, based on Innolva dataset and on many other different and statistically relevant information aimed to help customers in the evaluation and monitoring of their portfolio;
• early Warning Indicators (EWIs) for banking clients, able to identify preliminary signals of a probable default risk event. The Innolva EWIs can be used stand alone or can be integrated in the bank credit risk model. Furthermore, Innolva's EWIs will satisfy the new Italian ''bankruptcy reform rules'' (January 2019) that require banks to establish "safeguard procedures" for identifying financially distressed businesses at the earliest opportunity.

The Innolva growth strategies are based on:

• guarantee continuity to the owned data assets investment plan and to the development of products and services strictly connected;
• enforcement of positioning in the banking and financial institutions market through the proposition of products and services aimed to help banking or other players in the on-boarding, monitoring and evaluation of stage 1 and stage 2 credit;
• machine learning and A.I. model development for the business information sector focused on both banking and corporate customers.

CIM: ReValuta

ReValuta is the Italian leader in providing real estate valuation services to banks and businesses for daily monitoring or for specific transactions (acquisition, sales, mergers).

Clients: 95% Italian; 5% EU

• Banks (Small-Medium-Large sized) ~ 98% of 2018 turnover;
• Investment vehicles, funds, insurance companies and large company ~ 2% of 2018 turnover.

Market Size / Share

• Real estate valuation market share equal to almost 20%
• Main competitors: (REAG, Abaco, Prelios, Cerved and CRIF)

REValuta is the market leader in real estate valuation services to banks, based on a several years strong commitment and high reliability level in handling with sensitive data and information, thanks to specialization offered to our clients that has allowed the consolidation of knowledge and significant industrialization capacity. This specialization represents a limit to further growth.

REValuta strategy for 2019-2021 involves a company re-positioning through an expansion of the services offered and through targeting new market segments

Innovation & Marketing Svcs: 1 st Half 2019*

€ '000

Principal impacts:

• Solid Organic growth with Subsidized Finance Consulting the main driver

16.7% 16.7% 0.0% 10.0% 20.0% 30.0% 40.0% Organic growth Total Change Revenue Analysis

EBITDA Analysis

* These results exclude non-recurring items

I&MS: Warrant Hub

• Since 1995 Warrant Hub supports the Italian industrial development, offering solutions of subsidized finance and consulting to companies.

• Leader in assisting SMEs to obtain non-repayable grants, tax incentives and subsidies, in particular for Research, Development and Innovation projects. Over the years Warrant Hub has developed vertical skills and consulting services focused on the main drivers of company growth (Piano Nazionale «Industry 4.0»).

• Industrial/Manufacturing SMEs

• 98% in Italy: in all Italian regions, 2/3 in Northern Industrial triangle (FLOR-VEN-TOR)
• Subsidised finance: consulting and support to companies
• Europlanning: Horizon2020, Horizon Europe, Life, European Innovation Council
• Corporate financing: consulting for valuation of the most appropiate financial instruments for the development of the company.
• Consulting for innovation and digital transformation, consulting on intangible assets through the controlled company Warrant Innovation Lab
• Energy: consulting for energy efficiency and cost recovery
• Commercial Approach/ Business Model

Target Market

Services

• Services are offered through direct selling (internal agents), with support from commercial partnerships (mainly banks).
• Price model for subsidized finance: retainer + success fee

I&MS: Warrant Hub

Business Model / Points of strength

• Best known brand in the field of subsidised finance (principal competitor: Finservice)
• Strong positioning: institutional, network, partnership with banks, local chapters of Confindustria (Italian Association of manufacturing and service companies) as well as professionals (accountants, lawyers)
• Portfolio with high retention rate (5000 companies) and cross selling/upselling possibilities
• Organisational structure: internal skills (>200 employees, of which 40 are sales consultants and 60 are sales engineers and technicians with average age 38)

Future developments

• Consolidation of a leading position in subsidised finance and strong growth (organic + external lines) in consulting services (in particular Digital Transformation and GDPR):
• Development towards foreign markets (France and Spain)
• Development of digital business models for low complexity services (new sales channels)

Outlook for fiscal incentives and new services

• National Plan «Industry 4.0» structural reconfirmation of incentives to support industrial development:
• National Incentives for Research and Development and Innovation:
  • Tax credit Research and development
• National incentives for the purchase of technological systems, with particular focus on Green and *Circular Economy (i.e. *Sustainable Economy)
  • Hyper Depreciation, Super Depreciation, Services for the digitization of business processes, Training 4.0, Innovation Manager
• Incentives to enhance the value of Intangible Assets: Patent Box
• Starting in 2020, the new 2020-2027 seven-year programme of the European Union includes:
• The new direct funding framework programme: Horizon Europe
• New regional calls for proposals under EU ROP – ERDF, RDP, EAFRD¹
• New audit services for the revision and maintenance of the requirements for R&D Credit and Hyper Amortisation

¹Regional Operational Programs, European Regional Development Fund, Rural Development Plan, European Agricultural Fund for Rural Development

Market trends

• Increasing attention by companies to strategic development issues:
• Digital Transformation
• Circular Economy and Environmental Impact

2019 Priorities

• Consolidate services for innovation and productive investment

Investments

• Research and development of new business models and new services in line with market trends
• Internal growth through the development of know-how aimed at consolidating and developing new services

M&A

• External growth aimed at acquiring know-how and new skills in Europe:
• Development of new markets for Tax Credits for Innovation, with particular reference to Spain and France
• Acquisition of companies (principally in Italy) with vertical competences in the fields of: design for contributions subject to evaluation and Digital Transformation

Who we are

• Leader in assisting SMEs to expand business outside their home markets
• Temporary Export Management: supporting entrepreneurs in finding clients and creating sales forces in Italy and abroad
• Founded in Italy in 1998, since 2016 part of Tinexta

Clients

• Industrial / Manufacturing SMEs
• Italy: 2/3 in the Northern Industrial triangle Bologna Venice Turin
• Spain (since 2016): Catalonia / Barcelona, Madrid, Bilbao

Market

• Small local competitors, only a small number active in more than one Region

I&MS: Co.Mark

Business model - Actual

• Consulting to SMEs with a standardised approach, focused on temporary managers (TEM) working on-site with Clients

Business mission

• Become a "Growth Enabler" player for SMEs through the development of new services in the fields of internationalisation, digital marketing and sales

Business model - Future

• Main focus: TEM on-site consulting
• Other focuses: digital marketing, analytics and on-demand international market studies

I&MS: Co.Mark Digital Marketing Services

Service

• Marketing management in outsourcing for SMEs

Description

• 360-degree management of corporate communication channels, from traditional offline presentation methods of the brand to all the digital tools of web marketing

The Advantages of our method

• Innovative, concrete and measurable
• Technologically advanced
• Offline and online corporate communication
• Training on the job for company employees

Agenda

III.	Strategic Plan & 1st Half 2019 Highlights	20
II.	Our Business	10
I.	Introduction to TINEXTA	3

The Group: Strategic Guidelines

The full control of the Group creates the prerequisites for realizing a reorganization, simplifying internal processes, and pursuing development objectives, including via extension of the offer to clients and growth in new European markets.

Internationalization	Digital Trust: European market leadership via M&A beyond the Alps Innovation & Marketing Services: reinforcement of Spanish positioning and presence in the BENELUX area
New services/ products	Digital transformation support Digital marketing support Cyber security support
New organizational model	Reinforcement of central staff functions Centralized coordination of the commercial functions Corporate simplification

The Group: 2019-2021 Plan

In the course of the Plan:

• the main growth driver will be Digital Trust
• international revenues are expected to grow faster than Italian revenues

This plan was elaborated on pre-IFRS 16 introduction and assumes no M&A.

First Half 2019: Main Takeaways on Results

Total Revenues: €126.6 m + 10.6%

➢The Group is expanding its business well Adjusted EBITDA¹ : €35.7 m (+22.7%)

➢Operationally the Group is increasing its profitability Virtual Stock Option cost: €3.3 m (vs. €0.2)

➢Necessary given the rapid increase in the value of these options (which generate payments in cash and do not dilute outstanding stock amounts)

EBITDA: €32.4 milioni, +12,1%

➢ Result impacted by the VSO charge

¹Calculated as EBITDA gross of the provision related to the Virtual Stock Option Plan aimed at senior executives with strategic responsibilities of Tinexta SpA and approved by the Board of Directors on November 14, 2016.

First Half 2019: Main Takeaways Results Progression Q1 vs H1

Condensed Income Statement net of non-recurring items1 (€m)	1st Quarter 2019	%	1st Half 2019	%
Revenues	59.7	100.0%	126.6	100.0%
Adjusted EBITDA2	15.5	26.0%	36.7	29.0%
EBITDA	14.9	24.9%	33.4	26.4%
EBIT	9.8	16.4%	22.3	17.7%
Net Profit	6.1	10.2%	14.4	11.4%

Solid progression of all Group indicators First Half vs First Quarter

¹From 1 January 2019 the Group has adopted accounting standard IFRS 16 "Leasing" which has led to changes in accounting policies and in some cases adjustments to the amounts recognized in the financial statements. The comparative figures for 2018 have not been restated while the figures for the period in question are affected by the application of the aforementioned principle. In order to ensure effective comparability with the economic, equity and financial results of 2018, the effects on the comparative analyses deriving from the application of IFRS 16 adopted from 1 January 2019 are illustrated.

²Calculated as EBITDA gross of the provision related to the Virtual Stock Option Plan aimed at senior executives with strategic responsibilities of Tinexta SpA and approved by the Board of Directors on November 14, 2016.

Condensed Income Statement¹ adjusted for non-recurring items

(€m)	1st Half 2019	%	1st Half 20182	%	∆	∆ of which IFRS 16	% ∆	% ∆ o/w IFRS 16
Revenues	126.6	100.0%	114.3	100.0%	12.3	-	10.7%	0.0%
Adjusted EBITDA3	36.7	29.0%	29.4	25.7%	7.2	1.7	24.6%	5.7%
EBITDA	33.4	26.4%	29.2	25.6%	4.1	1.7	14.1%	5.8%
EBIT	22.3	17.7%	21.3	18.6%	1.1	0.1	5.0%	0.2%
Net Profit	14.4	11.4%	14.2	12.4%	0.2	-0.1	1.1%	-0.6%

¹From 1 January 2019 the Group has adopted IFRS 16 "Leasing" which has led to changes in accounting policies and in some cases adjustments to the amounts recognized in the financial statements. In order to ensure effective comparability with the economic results of First Half 2018, the effects on the comparative analyses deriving from the application of the aforementioned principle applied from 1 January 2019 are illustrated.

²The comparative figures for First Half 2018 have been restated in relation to the completion in the last quarter of 2018 of the identification activities of the fair values of the assets and liabilities of Warrant Hub S.p.A. and its subsidiaries, consolidated on a line-by-line basis starting from 1 December 2017, as well as for the completion in the last quarter of 2018 of the activities for identifying the fair values of the assets and liabilities of AC Camerfirma S.A., fully consolidated from 1 May 2018.

³Calculated as EBITDA gross of the provision related to the Virtual Stock Option Plan aimed at senior executives with strategic responsibilities of Tinexta SpA and approved by the Board of Directors on November 14, 2016.

Conclusions: Tinexta's Strengths

• 1. Tinexta is a diversified group with a majority of operations in fast growing, profitable businesses, demand for which is destined to grow further in Italy but especially in Europe
• 1. Tinexta benefits from its leadership and technological and organizational excellence in its businesses
• 1. Tinexta has a highly qualified management team that is executing the strategic plan as foreseen. Consequently:
• the Group profitability profile is expected to continue to improve further
• business will expand thru organic & inorganic (M&A) growth
• 1. Conservative financial debt structure: NFP at €140.2 is equal to 2X projected 2019 EBITDA

Tinexta: performing today and looking ahead to tomorrow

Appendix

Digital Trust: Identity Protection

• qTSP: is the segment of "direct" competitors in Italy and the EU that offer qualified trust services, at local or even supranational level
• Identification/KYC: vertical solutions for the remote identification of individuals.
• Authentication: the process of authenticating the actor in a transaction, procedure or contract within a cybersecurity/internet/digital context
• Digital Transaction Mgmt: market solutions for digitization of transactions.

Digital Trust: Current Enterprise Solution Customers

Our solutions are sold in 17 countries We serve more than 2,000 Enterprise Customers

STAR Conference, London S.E. 22-23 October 2019

Digital Trust: Enterprise Solutions

Trusted Onboarding Platform (TOP) Appendix

Patented solution for customer identification & digital contract signature

• At 30/6/19: 80 customers, 12 outside Italy

• Number of Transactions growing at circa 50% p.a. in H1 2019

Digital Trust: Enterprise Solutions

2016 2017 2018 2019 H1

696,000