Tinexta — Investor Presentation 2022

May 31, 2022

Agreement to sell the Credit Information & Management Division

31 May 2022

Transaction details Oddone Pozzi, CFO

Pro forma Financials Oddone Pozzi, CFO

Q&A

M&A: creating 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 The Group's perimeter – CI&M to be sold in cash

• Enterprise Value: €237.5M
• Valuation: 10.8x (EV/Adj. EBITDA 2021A)
• Equity Value: €227.7M
• In Cash at closing to

▪ 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.

* Forvalue will not be included in the sale

Q&A

Executive Summary Josef Mastragostino, Chief IRO

² The offer – Binding agreement to purchase C&IM

	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. 6

(1) Excludes Forvalue (Revenues: € 3.8M, Adjusted EBITDA: € 0.7M, NFP (cash): € (3.1M))

Net Debt

• 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.

€ 4.0M**

Headcount

372

** Excludes dividends distributed in 2022.

Excluded from the transaction

100%

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

Current shareholder structure:

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 at fair market value (~ € 57M Book Value ³¹ Mar 22)
• c) Other Tinexta Group 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.

Pro forma Financials Oddone Pozzi, CFO

Q&A

Executive Summary Josef Mastragostino, Chief IRO

³ Pro forma Financials on 2021 Results by Business Unit

³ Equity – Determining capital gains

11

dividends distributed in 2022). The final calculation will take into consideration the Carrying Value and NFP at the Closing date.

³ NFP Bridge – Pro forma

³ Balance Sheet – The pro forma

• ➢ 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

³ 2022 – Key Financial Targets Pro forma

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.

Transaction details Oddone Pozzi, CFO

Pro forma Financials Oddone Pozzi, CFO

Executive Summary Josef Mastragostino, Chief IRO

⁴ Closing remarks

• ✓ Valuation at an attractive multiple, premium band vs other comparable deals
• ✓ Strong shareholder returns on pro forma figures
• ✓ Deal to foster further collaboration with CRIF for Tinexta's other business segments
• ✓ Enables noticeable Equity and Tax gains
• ✓ Rationalization and rebalancing of the business model with strong concentration on the digital innovation, marketing consultancy and cyber security side of the business
• ✓ Deal proceeds increase cash firepower geared towards accelerated M&A as well as internationalization
• ✓ Enviable pro forma 2022 NFP/adjusted EBITDA at 0.4x
• ➢ Tinexta updates its 2022 pro forma full year guidance of:
• Revenues: in line with PY
• Adjusted EBITDA: in line with PY
• NFP/adjusted EBITDA at c.0.4x

Pro forma Financials Oddone Pozzi, CFO

Q&A

Executive Summary Josef Mastragostino, Chief IRO

Transaction details Oddone Pozzi, CFO

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