Tinexta — Investor Presentation 2019

Sep 17, 2019

Team Tinexta Day

17 September 2019

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.

Team Tinexta Day

• Primary objective: to review the Group's businesses, the markets they operate in, understand the initiatives in course and being planned for the future
• The focus is thus not on the 30 June 2019 results/numbers but on understanding our operations
• The meeting will be conducted in Italian with simultaneous English translation
• The meeting will be webcast and we have asked for your consent should you be filmed
• Q&A: at the end

Today's Speakers

Agenda

I.	1st Half 2019 Results: Takeaways	p. 5
II.	The State of the Art	p. 9
III.	The Business of the Main Operating Companies	p. 14
	- Digital Trust	p. 14
	- Credit Information & Management (CIM)	p. 20
	- Innovation & Marketing Services (IMS)	p. 28
IV.	Conclusions	p. 36

First Half 2019 Takeaways

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 m (+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 Takeaways: 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.

7

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%

Adjusted EBITDA Margin indicates long-term profitability capabilities Adjusted EBITDA Margin indicates long-term profitability capabilities

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.

Team Tinexta Day 17 September 2019

Agenda

I.	1st Half 2019 Results: Takeaways	p. 5
II.	The State of the Art	p. 9
III.	The Business of the Main Operating Companies	p. 14
	- Digital Trust	p. 14
	- Credit Information & Management (CIM)	p. 20
	- Innovation & Marketing Services (IMS)	p. 28
IV.	Conclusions	p. 36

The State of the Art

Tinexta has undertaken a simplification of the organization and implemented infragroup projects to sustain growth in the medium term and increase efficiency

Announced during the January Strategic Plan presentation:

Organizational Focus: integration of corporate functions

Objective: to reorganize the Group to:

• Facilitate growth in Italy and abroad
• Centralize and raise the level of corporate services to enable the operating companies to focus on their business
• Capture opportunities to create synergies

Corporate functions analysed:

▪ HR, AFC (Admin, Finance and Control) IT, Legal, Strategy, Communication, Marketing, Sales, Procurement

Achievements:

• Target operating model defined for all functions analysed
• Goal set: net zero staffing impact at Group level (including build up of new capabilities)
• To-be processes and organization for HR, Procurement, Legal defined
• Finance and IT processes and requirements work in progress

Next Steps:

• Implementation of intergroup service contracts to leverage infra-group expertise/service capabilities
• Pool transformation of HR, procurement and legal organization

IT Systems

Increased emphasis on Management of IT as a strategic resource and asset: new Group CITO named in Q2

1) IT Systems overhaul and unification

• Group ERP/SAP: basic roll-out achieved in Q1, now being extended to active/passive cycle
• CRM system: together with an outside consultant to maximize the efficiency, the system roll-out has been initiated with Innolva, Warrant Hub, Co.Mark
• HR Management System (new): integration & harmonization of all Italian Group companies on the same platform
• Identity Access Management System (new): to unify and integrate access to management systems to better govern the system with greater security

2) IT Security: Increased emphasis

• Reinforcement of physical and logical security measures
• Regular security tests undertaken
• Periodic explicit revision on compliance controls to track and verify data access permissions.
• Adoption of Business Continuity principles as per ISO22301

Commercial integration

Group Sales Committee ("GSC"), composed of the Sales Directors of the largest group companies, is operating to manage and set policies regarding:

• Group's global offering
• Cross selling
• Communication
• Means of incentivisation
• Monitoring

The GSC has defined 2 main lines of development:

• A) SMEs: Warrant Hub, Innolva & Co.Mark
• B) Large Corporate & Banks: InfoCert, Warrant Hub, Innolva and REValuta

Agenda

I.	1st Half 2019 Results: Takeaways	p. 5
II.	The State of the Art	p. 9
III.	The Business of the Main Operating Companies	p. 14
	- Digital Trust	p. 14
	- Credit Information & Management (CIM)	p. 20
	- Innovation & Marketing Services (IMS)	p. 28
IV.	Conclusions	p. 36

Digital Trust Danilo Cattaneo CEO InfoCert

Digital Trust: InfoCert

InfoCert is the largest Certfication Authority in the EU [QTSP].

Its mission is to innovate and add value to our customers' business processes leveraging our skills and capabilities in Trust services, implementing the most technologically advanced solutions for digital transformation based on remote and paperless processes with full legal validity.

InfoCert's portfolio offering is focused on:

• Large Enterprise market: vertical end-to-end solutions, based on trust services for: customer onboarding | signature process | digital identity |
• Mass market: through e-commerce and focused distributors as Visura, off-the shelf products including: registered email| e-signature | e-invoicing |long term archiving
• SME: through Sixtema Infocert provides IT solutions and products sized for SMEs: CRM | ERP | payroll | risk mgmt. | IT infrastructure | e-business | GDPR compliance

Main Client sectors:

Finance | Insurance | Utilities |Healthcare | Automotive | Government

Team Tinexta Day 17 September 2019

Infocert: International growth strategy

InfoCert's strategy is to build the first pan-European QTSP with solid institutional roots and a focus on European markets and regulatory compliance, thereby creating a EU Digital Champion in the Trust Services market.

Competitive advantages for a EU Digital Champion

• Player under EU regulation [eIDAS | GDPR …]
• Institutional roots and solid player
• EU based Services and Data centers
• Cross border delivery
• Cost and investment synergies
• Leveraging regulatory asymmetries

Team Tinexta Day 17 September 2019

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]

19

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 cloud-based atures.

Team Tinexta Day 17 September 2019

Credit Information & Management Valerio Zappalà General Manager

CIM

Innolva is the 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 other data sources official and unofficial. Credit recovery/collection services.

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

CIM

Innolva offers a wide range of business information services to more than 8k customers (banking, large corporations and SMEs) based on more than 4bn data points, collected daily from more than 50 different sources, delivered to final customers after a best in class value-added transformation process.

Innolva offers a complete set of real estate services based on public sources and proprietary data bank to support banks end to end in the credit management cycle.

1st player (Stopsecret - Credit Management & Collection Awards 2019) in the debt collection services in the SMEs Italian market, with more than 6k customers.

CIM: Innolva

• 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.

CIM

CIM

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 onboarding, 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.

Credit Information & Management Sandro Sandri CEO ReValuta

• CIM
• 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)

CIM: ReValuta

Market trends, 2019 Developments/Priorities, Investments

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 repositioning through an expansion of the services offered and through targeting new market segments.

The mentioned strategy will be pursued through the acquisition of specific skills either by M&A operations or commercial partnership. Market trends confirm our strategy, in fact during last few years our market is characterized by a significant consolidation process.

Innovation & Marketing Services Fiorenzo Bellelli CEO 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
• Approach/ Business Model
• Services are offered through direct selling (internal agents), with support from commercial partnerships (mainly banks).
• Price model for subsidized finance: retainer + success fee

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

Team Tinexta Day 17 September 2019

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

Innovation & Marketing Services Marco Sanfilippo CEO Co.Mark

Co.Mark

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

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

IMS

Agenda

I.	1st Half 2019 Results: Takeaways	p. 5
II.	The State of the Art	p. 9
III.	The Business of the Main Operating Companies	p. 14
	- Digital Trust	p. 14
	- Credit Information & Management (CIM)	p. 20
	- Innovation & Marketing Services (IMS)	p. 28
IV.	Conclusions	p. 36

Conclusions: Key take-aways

• ➢ Solid Progress on Strategic objectives:
  • Digital Trust: on track with Camerfirma, LuxTrust acquisitions; organic/direct business expanding in Germany & Europe
  • IMS performing beyond expectations
  • CIM: demonstrating its capabilities to confront the competition
  • New Group Model: significant progress to integrate the Group
  • Acquisitions of minority interests on track
• ➢ First Half 2019 Results
  • IFRS 16 impact: positive on EBITDA, €14.7m of leasing debt @30/6
  • Group profitability increased; all BUs contributed to EBITDA growth
  • First Half 2019 positive results in line with expectations
• ➢ Tinexta confirms its full year guidance (w/o IFRS 16 impact) of:
  • Revenues: above €250 m
  • EBITDA: €68-70 m
• ➢ NFP at €140.2 is stable relative to YE 2018 (increase is entirely due to IFRS 16 impact)

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,
  2. The Group profitability profile is expected to continue to improve further
  3. Business will expand through organic and 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 for tomorrow

Investor relations: investor@tinexta.com