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Tinexta Investor Presentation 2022

Jun 14, 2022

4493_cp_2022-06-14_7baf41f5-cb64-46c4-b6e6-688dbbd5c1f7.pdf

Investor Presentation

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Company Presentation

June 2022

Agenda

Company Overview

2021 Results + 1Q 2022 Results

2022 – 2024 Plan

Appendix

1 Tinexta's Management

PIER ANDREA CHEVALLARD General Manager & Chief Executive Officer

  • Former CEO of Tecno Holding
  • General Secretary of the Milan Chamber of Commerce
  • Director of Promos (Specialized structure of the Milan Chamber of Commerce to promote international commerce)
  • Managing Director of Parcam
  • Member of the Board of Directors of Fiera Milano
  • Degree in Political Science from the University of Turin

ODDONE POZZI Group Chief Financial Officer

  • Group Chief Financial Officer and Board Member Mondadori Group
  • Co-CEO Giochi Preziosi
  • Chief Financial Officer Ventaglio Group
  • Chief of Administration, Control & Services Enel Business Area Gas
  • Degree in Economics & Commerce from Bocconi University

JOSEF MASTRAGOSTINO Chief Investor Relations Officer

  • Head of Investor Relations Gamenet& PMO
  • IGT (Director Investor Relations)
  • TREVI Group (Investor Relations Manager)
  • Lottomatica (Investor Relations)
  • BBA from City University of New York, MS from LUISS University, MBA from Cornell University, and Value Investing Columbia Business School, Columbia University in New York

4

1 Tinexta's history & evolution

*Excluding CertEurope and Forvalue

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

1 Tinexta's Business

5 ▪ Refers to IT solutions for digital identity and the dematerialization of processes according to the applicable legislation ▪ Products and services such as certified electronic mail, electronic archiving, ature, electronic invoicing, and solutions for the secure and simplified transmission of legal and financial documents. Revenues* €375M ~ in line vs PY EBITDA Adj.* €99M ~ in line vs PY Net Profit €40M Digital Trust Key metrics (FY'21) – Guidance proforma for CI&M Cyber Security Credit Information & Management Innovation & Marketing ServicesStrategic infrastructure and a key asset for the protection of citizens and their "social economy" ▪ To create the national cybersecurity hub, with custom and proprietary solutions for the mitigation and governance of risks related to the digital sector, pursuing the evolution of platforms and offer controls, as well as innovation profiles. ▪ Provides services and products to assess the credit of businesses and individuals, analyze and package information on creditworthiness and collection management, offer tools for data collection, analysis and evaluation, as well as undertake real estate valuation. ▪ Through Co.Mark and Warrant Group, offers a consultancy platform to SMEs to support them in phases of manufacturing growth and expansion of commercial activities, including abroad. FCF >€55M NFP/EBITDA Adj. 2.67x c.0.4x BU Revenues and EBITDA data do not include intra-sectoral intercompany. * Include CertEurope as of November 2021 and Forvalue as well as other minor acquisitions. Revenues and EBITDA excluding CertEurope and Forvalue are €369.0M and €96.8M, respectively. €36M EBITDA Adj. €131M Revenues 28% EBITDA Margin €10M EBITDA Adj. €73M Revenues €23M EBITDA Adj. €79M Revenues 29% EBITDA Margin €41M EBITDA Adj. €95M Revenues 43% EBITDA Margin 14% EBITDA Margin 2021 Results Dividend €0.30 or 35% of Net Profit Employees 2,259 Business Unit agreed to be sold in May 2022. Closing expected in 2H'22. ** 88.2% 100% 100% 51% 70% 60% 75% 95% 100% 100% Core Core Core

* *Forvalue will not be included in the sale

1 Pro forma Financials on 2021 Results by Business Unit

6

1 Digital Trust – Snapshot

Business at a glance

  • Provides IT solutions for digital identity and the dematerialization of processes according to the applicable legislation
  • Enables companies to innovate customer interactions and business processes with Trust solutions.

Product/Services types:

  • 1. Off-the-Shelf (OTS): primarily a domestic business
  • 2. Enterprise Solutions: a rapidly expanding global marketplace

Products & Services

  • Certified electronic mail
  • Electronic archiving
  • ature
  • Electronic invoicing
  • TOP (Trusted Onboarding Platform), GoSign (Digitization of procedures that require a qualified signature)
  • Solution for the secure and simplified transmission of legal and financial documents

Business at a glance

Cyber Security

Established a strategic infrastructure and a key asset for the protection of citizens and their "social economy"

Made available on the market the offerings of cyber security, beyond the traditional digital transformation

Key differentiating factors:

  • Cyber Security Focus
  • To become the Italian Champion
  • Proven Proprietary Asset-Based Services, widely recognized by the market
  • Noticeable incident response (Can rely on significant Pen tester resources/environment)

1 Innovation & Marketing Services – Snapshot

Business at a glance

M&A: CIM's sale creates increased value for shareholders

Tinexta Group sells - Credit Information & Management - to CRIF S.p.A. for a total Enterprise Value of € 237.5M

Deal and Structure considerations:

1

  • Tinexta sells to CRIF S.p.A. the Credit Information & Management business Unit (excluding Forvalue) for a total of € 237.5M
    • Perimeter comprised of: Innolva Group companies + REValuta
  • A compelling valuation c. 11x EV/Adjusted EBITDA (on 2021A results)
  • Equity Value of € 227.7M (March 31, 2022)
  • 100% Cash payment at closing
  • Strategic Rationale & Value creation:
    • CI&M not a core asset for Tinexta Group given the increased focus on digitalization
    • Momentum is at historical highs given the recent consolidation in the space in the Italian market
    • Enables increased collaboration with CRIF for Tinexta's other business units
    • The highest valuation ever offered for the Credit Information & Management Business Unit
    • Adjusted EBITDA margin of the business division is at historical highs, CI&M at 29% margin as of FY'21
    • Favourable time to sell given the overall macroeconomic uncertainty impacting the markets
    • Creating value for our shareholders having extracted high value since the initial investment in CI&M
    • Increases noticeably the firepower for future M&A
  • Solid Financial Fundamentals:
    • The transaction allows for a rationalization of the Group's Invested Capital going from c.€ 500M to c.€ 370M
    • 2022 Pro forma leverage ratio down to c.0.4x from 2.7x (as of FY'21)
    • 2022 Revenue and adjusted EBITDA pro forma guidance substantially unchanged vs PY actuals
  • Approvals & Timing:
    • Closing, expected in the second half of 2022, is subject to the usual conditions for this type of transactions, including the Golden Power Rule + Conditions precedent

  • (1) Excludes Forvalue (Revenues: € 3.8M, Adjusted EBITDA: € 0.7M, NFP (cash): € (3.1M))
  • As per Press Release dated June 21, 2021, related to Intesa Sanpaolo's transfer of Intesa Sanpaolo Forvalue to Innolva in exchange for a 25% equity stake. ** Excludes dividends distributed in 2022.

The transaction – A three steps process(as per current assumption)

Current shareholder structure:

1

Target structure:

1. Innolva sells 100% of Forvalue (following the conditions precedent) to another Tinexta Group company

2. Tinexta and Intesa San Paolo sell 100% of Innolva for ~ € 229M

3. With the cash-in, Intesa San Paolo subscribes a share capital increase in the Tinexta Group company (holding Forvalue)

VALUATION:

  • a) Innolva: ~ € 173M (Equity Value), as per CRIF's1 offer
  • b) Forvalue: assessed atfair market value (~ € 57M Book Value 31 Mar 22)
  • c) Other TinextaGroup company: TBD
  • COMMERCIAL AGREEMENTS: replication of the agreements in place relating to Innolva

(1) Calculated on the basis of Innolva's actual NFP as at 31 March 2022 according to the contractual definition (€ 14.4m), including the consideration deriving from the intragroup sale of Forvalue. The final calculation resulting from the contractual agreements will take into account the timely verification of the NFP in place at the time of the closing of the transaction.

1 The offer – Binding agreementto purchase CIM

Innolva
Group
REValuta Total
Perimeter Majority
stakes
Minority
stakes
Credit Information &
Management Division
(excl. ForValue)
EV 100% €187.5M €50.0M €237.5M
EV/EBITDA Adj.
(2021A)
10.4x 12.5x 10.8x
NFP
(@March 31, 2022)
€14.4M €(4.6)M €9.8M*
Equity Value
100%1
€173.1M €54.6M €227.7M
Payment 100% cash 100% cash 100% cash

(1) Calculated on the basis of the CI&M effective NFP as at 31 March 2022 according to the contractual definition (€ 9.8m). The final calculation resulting from the contractual agreements will take into account the timely verification of the NFP in place at the time of the closing of the transaction. *Includes dividends distributed in 2022. 13

1 NFP Bridge – Pro forma

1 Results 2021 – Trend

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

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

13.8

Agenda

Company Overview

2021 Results + 1Q 2022 Results

2022 – 2024 Plan

Appendix

Achievedfurther growth in most Business Units strengthening the Group's market position

Createdsolid grounds for Cyber Security's expansion; secured key clients/contracts

Expanded the Group internationally by entering the French market in Digital Trust

Entered in strategic partnerships to grow both Cyber Security and Credit Information & Management

Acquired key strategic assets in Innovation & Marketing Services entering the Spanish market

Met customer needs and developed adequate solutions

Reached2021 guidance accompanied by an acceleration of Operating Cash flow generation

2 FY 2021 Another year of growth

FY 2021 registered strong progress:

  • Revenues1 at € 375.4M (+39.5% vs PY, +7.7% on a 2020 base);
  • EBITDA Adjusted1 at € 98.7M (+21.5% vs PY, +2.7% on a 2020 base), EBITDA2 at € 93.0M (+19.4% vs PY, +1.5% on a 2020 base);
  • EBITDA Adjusted1 margin 26.3% (28.8% on a 2020 base); EBITDA2 margin 24.8% (27.3% on a 2020 base);
  • EBIT at € 56.9M (+8.1% vs PY, +2.7% on a 2020 base) EBIT Margin: 15.2% (18.7% on a 2020 base);
  • Net Profit at € 44.9M, including PPA € 39.6M (+4.9% vs PY, -0.4% on a 2020 base);
  • NFP reflects entirely the recent acquisitions and stands at € 263.3M (€ 193.3M considering BREGAL's investment completed on February 3rd 2022) & Leverage3 of 2.67x (1.96x proforma for Bregal);
  • Free Cash Flow € 56.4M in FY'21.
  • In 2021 most of the business lines4 continued to grow:
    • Digital Trust, grew 13.3% (+11.0% on a 2020 base) in Revenues with EBITDA increasing 17.2% (+13.5% on a 2020 base). EBITDA margin 27.7%
    • Cyber Security, revenues reached € 72.8M and EBITDA margin 13.9%
    • Credit Information and Management, increased 2.2% in Revenues with a -3.7% in EBITDA. EBITDA margin 28.9%
    • Innovation and Marketing Services, posted a +23.9% in Revenues (+11.3% on a 2020 base) with EBITDA rising 14.0% (+3.7% on a 2020 base). EBITDA margin 43.3%

Recent Events:

  • Tinexta Capital Markets Day – Presented the 2022-2024 Business Plan Presentation on February 28th 2022.
    • Provided 2022 guidance and 2024 business outlook

Memo: In order to allow as complete an analysis as possible, FY 2021 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) Include CertEurope as of November 2021 and Forvalue as well as other minor acquisitions. Revenues and EBITDA excluding CertEurope and Forvalueare €369.0M and €96.8M, respectively. 2020 figures are restated following the completion of the Business

Combination relating to Swascan and Euroquality. EBITDA Adjusted (Excludes Stock Options & Other non-recurring items)

  • (2) EBITDA Reported
  • (3) Calculated as NFP/EBITDA Adjusted
  • (4) BU data is provided as Adjusted in terms of EBITDA

2 FY 2021 Consolidated Results

2021 Results show revenues of 375.4 million euros, EBITDA Adjusted of 98.7 million euros and Net Profit of 44.9 million euros. EBITDA Reported is 93.0 million euros

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

  • 2021 Results show a growth both in Revenues (+39.5%) and in EBITDA Adjusted (+21.5%). These results are mainly driven by the growth in most of the businesslines;
  • EBITDA Adjusted amounted to 98.7 million euros, up from 81.2 in FY 2020; EBITDA Adjusted* vs 2021 guidance was €96.8M;
  • EBITDA is equal to 93.0 million euros;
  • The EBITDA Adjusted Margin is equal to 26.3%;
  • Net Profit margin is at 12.0% from 14.0% in PY;

Free cash Flow at over €55M.

  • Expected back-ended year EBITDA growth and overdelivered on all accounts
  • 2021 EBITDA Adjusted was €98.7M

+33% vs 1H

Margin Q4'21 31.1%

Margin Q3'21 25.1%

▪ Quarter on quarter performance is not representative of Group's yearly performance

FY 2021 Financial Results – FCF & NFP

NFP

FREE CASH FLOW

Decrease is mainly due to higher taxes paid offset by continued improvement in working capital (+ €3.1M)

LTM FREE CASH FLOW

70.0 €70M completed

263.3

Bregal Bregal's

investment of

on February 3rd

2022

Main Changes in 2021:

    • € 193.3M acquisitions
    • Corvallis: - € 56M
    • Yoroi: - € 38.6M
    • Queryo: - € 18.1M
    • Forvalue: + € 1.3M
    • Other: - € 5.8M
    • CertEurope: - € 76.2M
    • € 12.0M Dividends
    • € 5.0M Put/Earn out Adjustment
      • € 9.3M Purchase of treasury shares to service the stock option plan

22 *Mainly due to higher taxes paid in the period relating to PY

2

2 Business Units Deep Dive – Overview FY 2021

Perimeter 2020 Δ Perimeter

1Q'22 setting the base for delivery

Good start of the yearleads to enhanced financial performance:

  • Revenues at € 96.0M in 1Q'22 (+16.2% vs PY, +7.0% on a 2021 base);
  • EBITDA Adjusted at € 19.2M in 1Q'22 (+13.0% vs PY, -1.6% on a 2021 base) mainly driven by DT and IMS; EBITDA1at € 16.2M (-0.9% vs PY, -16.0% on a 2021 base);
  • EBITDA Adjusted Margin 20.0% (20.6% in PY, 18.9% on a 2021 base); EBITDA1 Margin 16.9% (15.5% on a 2021 base);
  • EBIT at € 7.6M (-1.3% vs PY, -32.0% on a 2021 base) EBIT Margin: 7.9% (5.9% on a 2021 base);
  • Net Profit at € 4.3M (-21.0% vs PY, -52.4% on a 2021 base); Adjusted Net Profit at € 8.6M (+17.1% vs PY);
  • NFP of € 228.4M includes both the Evalue and Enhancers acquisitions & Leverage2 of 2.26x;
  • Free Cash Flow: € 24.6M in 1Q'22; growing on a LTM base to € 56.2M.
  • All of our business lines3 continue to grow with most of them contributing to margin growth vs PY:
    • Digital Trust, grows 21.8% in revenues with EBITDA growing more than 40%. Margin reaches c.27%
    • Cyber Security, grows by 7.1% in revenues, EBITDA at € 1.2M. EBITDA margin at 6.5%
    • Credit Information and Management, increases of 5.6%, EBITDA at € 4.7M. c.23% EBITDA margin
    • Innovation and Marketing Services, posted a +30.0% in Revenues with EBITDA rising above 27%. c.30% the EBITDA margin
  • Recent Events:

2

  • January 2022, acquired 70% of Evalue entering the Spanish market for Innovation & Marketing Services. Total investment (for 100%) € 33.3M
  • March 2022, acquired 100% of Enhancers via Warrant Hub to integrate and complement the offer. Total investment € 24.4M
  • AGM approved € 0.30 per share dividend

Human Resources: as of March 31, 2022 the Group employed 2,501 employees

Memo: In order to allow as complete an analysis as possible, 1Q'22 results are compared both at constant 2021 perimeter, as well as on a 2022 perimeter (which includes all of TINEXTA's companies with the addition of the newly acquired ones). 1Q'21 figures have been restated and for further details please refer to the 1Q'22 financial statements.

  • (1) EBITDA reported
  • (2) Calculated as NFP/LTM EBITDA Adjusted
  • (3) BU data is provided as Adjusted

The First Quarter 2022 shows revenues of 96.0 million euros, EBITDA adjusted of 19.2 million euros and Net Profit of 4.3 million euros. EBITDA Reported is 16.2 million euros.

Perimeter 2021 Δ Perimeter

  • 1Q'22 results shows a growth both in Revenues (c. +16%) and in EBITDA Adjusted (+13%). These results are mainly driven by the growth in most of the businesslines;
  • EBITDA Adjusted amounted to 19.2 million euros, up from 17.0 million in PY; EBITDA Adjusted on a 2021 base was 16.7 million euros;
  • EBITDA Reported is equal to 16.2 million euros;
  • EBITDA Adjusted Margin is equal to 20.0% (20.6% in PY);
  • Net Profit margin is at 4.5% from 6.6% in PY, Adjusted Net Profit is 8.6 million euros, +17%;
  • Free Cash Flow at 24.6 million euros.

2 1Q'22 Financial Results – NFP & FCF

2 Business Units Deep Dive – Overview 1Q'22

Perimeter 2021 Δ Perimeter

Agenda

2021 Results + 1Q 2022 Results

2022 – 2024 Plan

Appendix

  • 2022 – 2024 Plan

  • 2022 – 2024 Plan + M&A

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

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

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

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

Increase integration

4

-

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

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

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

3

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

Main activities:

  • Benchmark
  • Gap Analysis
  • Action Plan
  • Sustainable Development

  • From Compliance to Engagement
  • Performed Benchmark ESG with Gap analysis to better understand the company's positioning and improve
  • Reference Standards utilized:
    • ❖ Global Reporting Initiatives (GRI)
    • ❖ UN SdGs
    • ❖ MSCI
    • ❖ SASB
  • Set a Roadmap:
Human
Rights
Policy Environment Manager Environment Anti
corruption
Gap Gender Performance
Valuation
ESG KPIs
on comp
Academy Policy Diversity CO2
Monitoring
Sustainability
Policy
Fiscal
Policy

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

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

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

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

Italy & Digitalization: 4 critical aspects that deserve top priority

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

3 2022-2024 Plan – Priorities for superiorshareholderreturn

b)

Improve operational efficiency by increasing the EBITDA Margin of the Group

c)

Strong cash generation and robust balance sheet d)

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

In May 2022, disposal of the CIM division

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

3 b) Profitability driven by sector growth & operating leverage

• Local and International scale • Operating leverage • Cross-selling + potential synergies • Centralized corporate functions & optimization on horizontal platforms: ➢ SalesForce, CRM, SAP HANA, Purchasing The drivers of profitability Fuel for growth • People • Attracting, rewarding and retaining talent • Change Management (awareness, engagement & training) • Developing leadership in a cohesive way

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

0.14

42

3 d) Sustained cash flow generation and robust balance sheet

Proceeds from CIM's sale increase noticeably the already high cash-out firepower

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

3 2022 – Key Financial Targets Pro forma post CIM sale

Guidance 2022 Old 2022 Pro forma
Revenues ~ 18-20% growth vs PY ~ in line vs PY
Adjusted EBITDA ~ 20-22% growth vs PY ~ in line vs PY
NFP/Adjusted EBITDA ~
2.0x
~ 0.4x

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

PY refers to the data as per the 2021 Annual Report approved by the AGM on April 28, 2022. Please note that, following accounting standards, the 2021 data will be presented on a pro forma base (excluding CI&M) as per the 2022 Annual Report.

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

(1) Calculated NFP/Adjusted EBITDA FY'21 (for FY'21); ProformaNFP/2021Proforma Adjusted EBITDA.

NFP Bridge – Pro forma for CIM

3 Digital Trust – Business Plan 2022-2024

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

The 2022-2024 Plan is based on various assumptions, expectations, projections and forward-looking data of Management relating to future events and are subject to multiple uncertainties and other factors beyond the control of Tinexta Group. There are several factors thatmay cause results andtrends to differmaterially from those expressed orimpliedin the forward-looking informationand, accordingly,such information is not a reliable guarantee offuture performance.

3 Cyber Security – Business Plan 2022-2024

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

The 2022-2024 Plan is based on various assumptions, expectations, projections and forward-looking data of Management relating to future events and are subject to multiple uncertainties and other factors beyond the control of Tinexta Group. There are several factors thatmay cause results andtrends to differmaterially from those expressed orimpliedin the forward-looking informationand, accordingly,such information is not a reliable guarantee offuture performance.

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

The 2022-2024 Plan is based on various assumptions, expectations, projections and forward-looking data of Management relating to future events and are subject to multiple uncertainties and other factors beyond the control of Tinexta Group. There are several factors thatmay cause results andtrends to differmaterially from those expressed orimpliedin the forward-looking informationand, accordingly,such information is not a reliable guarantee offuture performance.

Agenda

Company Overview

2021 Results + 1Q 2022 Results

2022 – 2024 Plan

- 2022 – 2024 Plan

  • 2022 – 2024 Plan + M&A

3 M&A: The track record

  • A consolidated track record in delivering accretive M&A
  • Since 2013 Tinexta has completed 27 M&A Deals for a total investment of about €450M
  • Divested the Credit Information & Management division for €237.5M (EV) or c.11x EV/Adj. EBITDA

Agenda

Company Overview

2021 Results + 1Q 2022 Results

2022 – 2024 Plan

Appendix

FY 2021 Financial Results – Income Statement 4

Perimeter 2021 Perimeter 2020
FY 2021 % FY 2020 % FY 2021 on
2020
% Δ Δ% Δ Δ%
Revenues 375.4 100.0% 269.0 100.0% 289.8 100.0% 106.3 39.5% 20.8 7.7%
Total Operating Costs 276.6 73.7% 187.8 69.8% 206.4 71.2% 88.8 47.3% 18.6 9.9%
Service & Other Costs 138.9 37.0% 103.9 38.6% 114.8 39.6% 35.0 33.7% 10.8 10.4%
Personnel
Costs
137.7 36.7% 83.9 31.2% 91.6 31.6% 53.8 64.2% 7.8 9.3%
EBITDA Adjusted 98.7 26.3% 81.2 30.2% 83.4 28.8% 17.5 21.5% 2.2 2.7%
Stock Option & Other non-recurring costs 5.7 1.5% 3.3 1.2% 4.3 1.5% 2.4 72.2% 1.0 30.3%
EBITDA 93.0 24.8% 77.9 29.0% 79.1 27.3% 15.1 19.4% 1.2 1.5%
Depreciation, amortisation, provisions
and impairment
36.1 9.6% 25.2 9.4% 25.0 8.6% 10.9 43.1% -0.3 -1.0%
Operating Profit 56.9 15.2% 52.7 19.6% 54.1 18.7% 4.3 8.1% 1.4 2.7%
Financial Income 1.1 0.3% 3.6 1.3% 0.5 0.2% -2.4 -68.6% -3.0 -85.5%
Financial Charges 4.4 1.2% 3.0 1.1% 3.6 1.2% 1.5 49.2% 0.7 22.0%
Net financial
Charges
3.3 0.9% -0.6 -0.2% 3.1 1.1% 3.9 -649.8% 3.7 -615.5%
Profit of equity-accounted
investments
-0.2 -0.1% -1.0 -0.4% -0.2 -0.1% 0.8 -79.4% 0.8 -81.1%
Profit Before
Taxes
53.4 14.2% 52.3 19.4% 50.9 17.6% 1.1 2.1% -1.5 -2.8%
Income
Taxes
13.8 3.7% 14.5 5.4% 13.2 4.6% -0.7 -5.1% -1.3 -9.0%
Net Profit 39.6 10.6% 37.8 14.0% 37.6 13.0% 1.9 4.9% -0.2 -0.4%

4 1Q'22 Financial Results – Income Statement

Perimeter 2022 Perimeter 2021
1Q 2022 % 1Q 2021 % 1Q 2022 on
2021
% Δ Δ% Δ Δ%
Revenues 96.0 100.0% 82.7 100.0% 88.5 100.0% 13.4 16.2% 5.8 7.0%
Total Operating Costs 76.8 80.0% 65.7 79.4% 71.8 81.1% 11.2 17.0% 6.1 9.3%
Service & Other Costs 36.7 38.2% 31.8 38.5% 33.3 37.7% 4.8 15.2% 1.5 4.8%
Personnel
Costs
40.2 41.8% 33.9 41.0% 38.4 43.4% 6.3 18.7% 4.5 13.4%
EBITDA Adjusted 19.2 20.0% 17.0 20.6% 16.7 18.9% 2.2 13.0% -0.3 -1.6%
Stock Option Costs & other non-recurring costs 3.0 3.1% 0.6 0.8% 3.0 3.4% 2.3 364.9% 2.3 364.9%
EBITDA 16.2 16.9% 16.4 19.8% 13.7 15.5% -0.1 -0.9% -2.6 -16.0%
Depreciation, amortisation, provisions
and impairment
8.6 9.0% 8.7 10.5% 8.5 9.6% 0.0 -0.5% -0.2 -1.9%
Operating Profit 7.6 7.9% 7.7 9.3% 5.2 5.9% -0.1 -1.3% -2.5 -32.0%
Financial Income 0.0 0.0% 0.1 0.1% 0.0 0.0% 0.0 -73.2% 0.0 -73.2%
Financial Charges 1.0 1.0% 0.9 1.1% 0.9 1.0% 0.1 5.8% 0.0 0.0%
Net financial
Charges
1.0 1.0% 0.9 1.0% 0.9 1.0% 0.1 10.8% 0.0 4.7%
Profit of equity-accounted
investments
-0.1 -0.1% 0.0 0.0% -0.1 -0.1% -0.1 NM -0.1 NM
Profit Before
Taxes
6.5 6.8% 6.8 8.3% 4.2 4.8% -0.3 -4.1% -2.6 -37.9%
Income
Taxes*
2.2 2.3% 1.3 1.6% 1.6 1.8% 0.9 65.5% 0.3 21.8%
Net Profit 4.3 4.5% 5.5 6.6% 2.6 3.0% -1.2 -21.0% -2.9 -52.4%

4 1Q'22 Financial Results – Balance Sheet

4 Balance Sheet – The pro forma post CIM sale

  • ➢ Considerably lower Net Invested Capital provides increased flexibility on the Balance Sheet
  • ➢ Significant improvement in Net Financial Position allows increased M&A firepower
  • ➢ Total Shareholders Equity increased mostly on transaction's net capital gains both from Innolva and REValuta

4 The Group today

  • This document was prepared by Tinexta Spa (the "Company") for the sole purpose of presenting the performance and the activities of the Company.
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  • 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 ofsaid reports.
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  • 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 thereofor 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 contentsin relation to any loss deriving from its use or from the reliance made on it.

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