Tinexta — Investor Presentation 2021

Aug 3, 2021

2021 First Half Results Ended June 30, 2021

3 August 2021

Agenda

1H'21 Highlights, Updates + M&A Josef Mastragostino, Chief IRO

• 1H'21 Financial Results Oddone Pozzi, CFO
• Business Units Deep Dive Oddone Pozzi, CFO
• Closing remarks

Q&A

¹ 1H'21 on track for delivery

• H1'21 results show continuous momentum and provide support for growth:
• Revenues at € 177.8M in 1H'21 (+ 43.6% vs PY, + 12.6% on a 2020 base);
• EBITDA Adjusted¹ at €42.3M in 1H'21 (+ 21.2% vs PY, + 6.1% on a 2020 base), EBITDA² at € 40.3M in 1H'21 (+ 17.0% vs PY, + 2.4% on a 2020 base);
• EBITDA Adjusted¹ margin 23.8% (26.6% on a 2020 base); EBITDA margin 22.6% (25.3% on a 2020 base);
• EBIT at €26.4M (+ 22.4% vs PY, + 5.8% on a 2020 base) EBIT Margin: 14.8% (16.4% on a 2020 base);
• Net Income €20.6M (+ 29.5% vs PY, + 16.2% on a 2020 base);
• Solid Cash Flow: € 29.7M in 1H'21; growing on a LTM base to € 67.5M;
• NFP of €205.2M & Leverage³ (NFP/EBITDA) of 2.4x entirely reflect recent acquisitions;
• Key Metric: From a preliminary analysis conducted on 1H'21 Revenues, 66% of Tinexta's Group revenues are recurring.
• Growth in all our business lines continues also in 1H, all BUs contribute to growth vs PY:
• Digital Trust, grows 14.9% in Revenues with EBITDA¹ growing 11.8%. EBITDA margin 24.5%
• Cyber Security, revenues reached € 34.6M and EBITDA margin above 10%
• Credit Information and Management, increases 9.7% in Revenues with EBITDA¹ grows 12.5%. EBITDA margin 29.5%
• Innovation and Marketing Services, posted a + 23.6% in Revenues with EBITDA¹ rising 14.6%. EBITDA margin 41.1%
• Considerable M&A activity in all our business units: Successful completion of 3 key deals and 1 MoU between June and July 2021:
• 1. Purchased of 100% Intesa SanPaolo For Value, cashless transaction with ISPFV being conferred into Innolva for a 25% stake. The aim is to establish a single, integrated domestic group for higher value-added services to SMEs and strengthen the leadership of company;
• 2. Signed a MoU with Leonardo S.p.A., to collaborate on Industry 4.0 and data security projects for the country's manufacturing system. The objective is to provide the market with effective and comprehensive responses to reduce the risk of cyber-attacks in the context of the digital transformation of public and private organizations;
• 3. Bought 100% of Financial Consulting Lab & CLAB, to further strengthen Warrant Hub's commercial presence in Lombardia and Veneto providing services mostly targeted to SMEs;
• 4. Acquired the majority stake (60%) of CertEurope in France (2nd largest market in Europe), entrance in the French market with the purchase of one of the largest Certification Authorities. Strong internationalization of InfoCert, allows to sell its leading solutions in France.

Memo: In order to allow as complete an analysis as possible, 1H'21 results are compared both at constant 2020 perimeter, as well as on a 2021 perimeter (which includes all of TINEXTA's companies with the addition of the newly acquired ones).

(1) EBITDA Adjusted (Excludes Stock Options & Other non-recurring items)

(2) EBITDA reported after Stock Options

(3) Calculated as NFP/LTM EBITDA

M&A – Intesa Sanpaolo For Value (June 21st ¹ 2021)

Corporate Structure of the deal:

Corporate Structure after closing:

Credit Information & Management

• ➢ Cashless transaction with equity exchange at the segment level (Innolva part of Credit Information & Management)
• ➢ The transaction sees 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% in the event that certain planned objectives are exceeded, ratified with the approval of Forvalue's 2025 financial statements.
• ➢ The transaction aims to establish a single, integrated domestic group for higher value-added services to SMEs and it's intended to strengthen the leadership of Tinexta S.p.A. as the leading operator in the sector.
• ➢ In the final year of the plan (2025), the transaction is expected to lead to additional revenues between EUR 55 and 60 million and to an expected combined margin consistent with that of the various Business Units.
• ➢ Closing successfully completed July 21st 2021

MoU – Tinexta and Leonardo to support the digitization of national industrial processes with CS and DT (July 1 st 2021) 1

Protect the Italian manufacturing sector from cyber threats, and in particular the sectors which have proved most vulnerable to attacks in the last year:

• manufacturing companies;
• financial services companies;
• the textile and fashion sector;
• utilities.

Cyber Security Digital Trust

• ➢ The partnership between Leonardo¹ and Tinexta aims to provide the market with effective and comprehensive responses to reduce the risk of cyber-attacks in the context of the digital transformation of public and private organizations.
• ➢ The agreement provides for the pooling of the Tinexta Cyber Business Unit's solutions with the activities and expertise of Leonardo's center of excellence for cyber security and the Global Security Operation Centre in Chieti. Leonardo and Tinexta will integrate their respective vertical technology components in the areas of Internet of Things (IOT), Operational Technology (OT), Digital Trust, distributed digital identity based on BlockChain, Digital Onboarding and remote recognition, into complete solutions for the monitoring of critical national infrastructures. It will thus be possible to ensure the legal value of transactions in all processes involving the use of such technologies and entire processes may be enabled in a natively digital mode, guaranteed by InfoCert.

(1) Leonardo, a global high-technology company, is among the top world players in Aerospace, Defence and Security and Italy's main industrial company. Organized into five business divisions, Leonardo has a significant industrial presence in Italy, the United Kingdom, Poland and the USA, where it also operates through subsidiaries that include Leonardo DRS (defense electronics), and joint ventures and partnerships: ATR, MBDA, Telespazio, Thales Alenia Space and Avio. Leonardo competes in the most important international markets by leveraging its areas of technological and product leadership (Helicopters, Aircraft, Aerostructures, Electronics, Cyber Security and Space).

1 M&A – 100% of Financial Consulting Lab and Financial CLab (July 16th 2021)

Innovation & Marketing Services

• ➢ Enterprise Value for 100% of the capital: €4.5M
• ➢ Both companies are in Brescia, Italy
• ➢ Strong commercial presence in the regions of Lombardia and Veneto
• ➢ Services are mostly targeted to SMEs and will strengthen Warrant Hub's penetration in these two highly strategic regions

• Financial Consulting Lab has a proven track record and expertise in the management of chamber and regional tenders for small businesses in the

field of subsidized Finance.

• Financial CLab specializes in offering innovative digital tools for businesses that want to independently and autonomously access public funds.

6

¹ M&A – Majority stake (60%) in CertEurope (July 21st 2021)

Digital Trust

• ➢ Enterprise Value for 100% of the capital: €66.7M
• ➢ CertEurope 2020: Revenues €14.1M and proforma¹ EBITDA €5.2M (37% margin)
• ➢ To acquire 60% stake equal to €43.8M (includes €3.8M Earn-out relative to 2021 and 2022 performances)
• ➢ No indebtedness expected at closing. Option rights on the minority interests are exercisable by 2023 via Put/Call² agreements
• ➢ Put/Call options of the minority interest are valued at €28.4M (discounted value)
• ➢ Total Investment: €72.2M
• ➢ The 60% stake will be funded by existing cash
• ➢ Enterprise Value/proforma 2020 EBITDA @12-13x
• ➢ Options rights on the minority shares in 2023 @12-13x EV/2022 EBITDA expected
• ➢ The conclusion of a final agreement will occur after the seller has conducted the information-consultation process of the workers' council
• ➢ Closing: expected by 4Q2021 (subject to the completion of the Antitrust and Golden Rule procedure in France)
• (1) The perimeter of the transaction refers to the legal entity CertEurope S.A.S. after a carve out and carve in process that will be completed before the closing. More specifically, with the carve out some assets and 13 Human Resources will be transferred, while after the carve in 24 Human Resources will join CertEurope.
• (2) This option, although classified as debt under IFRS/IAS, does not entail any financial expense prior to its exercise, which may not occur until 2023.

• Tinexta, via InfoCert, enters the French Market (2 nd largest maket in EU)

• Extremely well-known brand in France (Paris) • Leading market share (40%) in eIDAS certificates • Holds full authorizations + accreditations for the issuance of all certificates of the French market in compliance with the technical requirements of the French National Agency for the security of the

• Solid business/commercial relationships with important trade associations (lawyers and notaries) as well as large retail resellers of digital

information systems (ANSSI)

services

• InfoCert allowed to expand and sell its solutions in France provides a strong catalyst for growth
• Total Digital Trust market in France: €150M*, expected 23%* annual growth reaching €500M* by 2025
• The acquired company is the 3 rd player in France (c.10% market share)

¹ 1H'21 Revenues, EBITDA and Net Profit Evolution

The First Half 2021 shows revenues 177.8 million euros, EBITDA 40.3 million euros and Net Profit 20.6 million euros. EBITDA Adjusted 42.3 million euros

• 1H'21 results shows a growth both in Revenues (c. +44%) and in EBITDA (c. +17%). These results are mainly driven by the growth in all the business lines;

• EBITDA Adjusted amounted to 42.3 million euros, up from 34.9 in 1H 2020;

• EBITDA is equal to 40.3 million euros;
• The EBITDA Margin is equal to 22.6%, 25.3% on a 2020 base;
• Net Profit margin is at 11.6% from 12.9% in PY.

Agenda

1H'21 Financial Results Oddone Pozzi, CFO

Business Units Deep Dive Oddone Pozzi, CFO

² 1H'21 Financial Results – Income Statement

							Perimeter	2021	Perimeter	2020
	1H 2021	%	1H 2020	%	1H 2021 on 2020	%	Δ	Δ%	Δ	Δ%
Revenues	177.8	100.0%	123.8	100.0%	139.4	100.0%	54.0	43.6%	15.6	12.6%
Total Operating Costs	136.6	76.8%	89.4	72.2%	103.3	74.1%	47.3	52.9%	13.9	15.6%
Service & Other Costs	67.1	37.7%	49.2	39.7%	57.2	41.0%	17.9	36.5%	8.0	16.3%
Personnel Costs	69.5	39.1%	40.2	32.5%	46.1	33.1%	29.3	73.0%	5.9	14.7%
EBITDA before Stock Options	41.2	23.2%	34.5	27.8%	36.1	25.9%	6.7	19.5%	1.7	4.9%
Stock Option Costs	0.9	0.5%	0.0	0.0%	0.9	0.6%	0.9	-	0.9	-
EBITDA	40.3	22.6%	34.4	27.8%	35.2	25.3%	5.9	17.0%	0.8	2.4%
Depreciation, amortisation, provisions and impairment	13.9	7.8%	12.8	10.4%	12.4	8.9%	1.0	8.0%	-0.4	-3.3%
Operating Profit	26.4	14.8%	21.6	17.4%	22.8	16.4%	4.8	22.4%	1.2	5.8%
Financial Income	0.1	0.0%	1.0	0.8%	0.4	0.3%	-0.9	-91.3%	-0.5	-57.7%
Financial Charges	1.9	1.1%	1.4	1.1%	1.7	1.3%	0.5	37.0%	0.4	27.5%
Net financial Charges	1.8	1.0%	0.4	0.3%	1.3	1.0%	1.4	327.7%	0.9	220.8%
Profit of equity-accounted investments	-0.2	-0.1%	0.1	0.1%	-0.2	-0.1%	-0.3	-297.5%	-0.3	-297.5%
Profit Before Taxes	24.4	13.7%	21.2	17.2%	21.3	15.3%	3.2	15.0%	0.1	0.2%
Income Taxes	3.8	2.1%	5.3	4.3%	2.8	2.0%	-1.5	-28.7%	-2.5	-47.7%
Net Profit	20.6	11.6%	15.9	12.9%	18.5	13.3%	4.7	29.5%	2.6	16.2%

	EBITDA Adjusted	42.3	23.8%	34.9	28.2%	37.0	26.6%	7.4	21.2%	2.1	6.1%
--	-----------------	------	-------	------	-------	------	-------	-----	-------	-----	------	--

² 1H'21 Financial Results – Balance Sheet

² 1H'21 Financial Results – NFP & FCF

12

FY 2019 1Q 2020 2Q 2020 3Q 2020 FY 2020 1Q 2021 2Q 2021

² 1H'21 Financial Results – NFP Bridge

€ M

² 1H'21 Financial Results – NFP Bridge on a LTM base

€ M

Agenda

1H'21 Highlights, Updates + M&A Josef Mastragostino, Chief IRO

1H'21 Financial Results Oddone Pozzi, CFO

Business Units Deep Dive Oddone Pozzi, CFO

³ Business Units Deep Dive – Overview 1H'21

Perimeter 2020 Δ Perimeter

³ Business Units Deep Dive – Digital Trust

• Revenues amounted to 63.6 million euros, increasing 14.9% vs PY.
• In 1H'21 the demand for digital and dematerialization services continued to grow, driven by the growth in the offer (LegalMail, LegalCert, SPID).
• Off the Shelf (OTS) revenues grew due to increased demand (E-Commerce and indirect channel, websites and digital platforms).
• Revenues related to Enterprise Solutions have also increased and the group continues to develop its offer of Digital onboarding.
• EBITDA is equal to 15.6 million euros. The increase is equal to 11.8%, EBITDA margin at 24.5%.

³ Business Units Deep Dive – Cyber Security

• Revenues amounted to 34.6 million euros, while EBITDA was 3.5 million euros.
• The EBITDA margin is equal to 10.1%.
• The results of the Cybersecurity BU are in line with expectations both in terms of business volume and margins.
• The Business Unit is developing and building on both initiatives linked to project activities and the supply of dedicated services.

³ Business Units Deep Dive – Credit Information & Management

• Revenues amounted to 38.7 million euros, increasing 9.7% vs PY.
• The performance in 1H2021 has grown due to the resumption of real estate services and the increase in activities related to Business Information which have overcome the contraction in 2020 caused by the health emergency.
• The number of managed requests relating to access to the Central Guarantee Fund remained high during the first half of 2021, despite lower vs PY.
• EBITDA shows an increase of 12.5% compared to PY, EBITDA margin at 29.5%.

³ Business Units Deep Dive – Innovation & Marketing Services

• Revenues amounted to 41.7 million euros, increasing 23.6% vs prior year (on a 2020 base revenues grew 11.7% at 37.6 million euros).
• The BU's companies have developed innovative services and products by increasing the turnover generated through the increase in managed requests and the acquisition of new customers. Temporary Export Services rebounded and we also witnessed the start of activities related to Digital Marketing consulting.
• EBITDA is equal to 17.1 million euros, EBITDA margin at 41.1% (40.6% on a 2020 base). The increase compared to PY is equal to 14.6%.

Agenda

• 1H'21 Financial Results Oddone Pozzi, CFO
• Business Units Deep Dive Oddone Pozzi, CFO

Q&A

FY'2021 Guidance confirmed:

• ✓ Revenues: €370M
• ✓ EBITDA: €96M
• ✓ NFP/EBITDA: c.2x

Agenda

• 1H'21 Financial Results Oddone Pozzi, CFO
• Business Units Deep Dive Oddone Pozzi, CFO

Closing remarks

Q&A

⁵ 2Q'21 Financial Results – Income Statement

							Perimeter	2021	Perimeter	2020
	2Q 2021	%	2Q 2020	%	2Q 2021 on 2020	%	Δ	Δ%	Δ	Δ%
Revenues	95.1	100.0%	68.9	100.0%	74.9	100.0%	26.2	38.1%	6.0	8.6%
Total Operating Costs	70.8	74.4%	45.4	65.8%	53.4	71.3%	25.4	55.9%	8.0	17.7%
Service & Other Costs	35.1	36.8%	25.4	36.9%	29.8	39.9%	9.7	38.0%	4.4	17.5%
Personnel Costs	35.7	37.5%	20.0	29.0%	23.5	31.4%	15.7	78.7%	3.6	17.9%
EBITDA before Stock Options	24.4	25.6%	23.5	34.2%	21.5	28.7%	0.9	3.7%	-2.1	-8.8%
Stock Option Costs	0.5	0.5%	0.0	0.1%	0.5	0.6%	0.4	-	0.4	-
EBITDA	23.9	25.1%	23.5	34.1%	21.0	28.1%	0.4	1.8%	-2.5	-10.6%
Depreciation, amortisation, provisions and impairment	7.0	7.4%	6.6	9.5%	6.3	8.4%	0.5	7.3%	-0.3	-4.0%
Operating Profit	16.9	17.7%	16.9	24.6%	14.7	19.7%	-0.1	-0.3%	-2.2	-13.1%
Financial Income	0.0	0.0%	0.7	1.1%	0.3	0.5%	-0.7	-96.3%	-0.4	-53.6%
Financial Charges	1.0	1.0%	0.7	1.0%	0.9	1.2%	0.3	40.2%	0.2	30.6%
Net financial Charges	0.9	1.0%	-0.1	-0.1%	0.5	0.7%	1.0	-1565.2%	0.6	-959.2%
Profit of equity-accounted investments	-0.2	-0.2%	0.1	0.1%	-0.2	-0.2%	-0.3	-333.3%	-0.3	-333.3%
Profit Before Taxes	15.8	16.6%	17.1	24.8%	14.0	18.7%	-1.3	-7.7%	-3.1	-18.1%
Income Taxes	1.9	2.0%	4.0	5.8%	1.4	1.9%	-2.1	-51.7%	-2.6	-65.4%
Net Profit	13.8	14.5%	13.0	18.9%	12.6	16.8%	0.8	5.9%	-0.5	-3.5%

	EBITDA Adjusted	25.3	26.6%	23.9	34.7%	22.4	29.9%	1.4	5.8%	-1.5	-6.5%
--	-----------------	------	-------	------	-------	------	-------	-----	------	------	-------	--

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 Company 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.

Investor relations: investor@tinexta.com