Tinexta — Investor Presentation 2023

Mar 20, 2023

Euronext STAR Conference 2023 Company Presentation

Milan - March 2023

Welcome & Agenda

Disclaimer

This company presentation includes:

• ➢ forward-looking data based on internal management assumptions that are subject to material changes, including changes due to external factors beyond the Group's control
• ➢ management data, when presented, are identified as such

Business unit data are divisional and do not include the elimination of intra-BU items, which are instead eliminated at a Group level.

For detailed information on Tinexta S.p.A., it is recommended to refer to the company's documentation, including the latest interim reports and the Company's financial statements.

Company Overview

1

Management Team

Oddone Pozzi Chief Financial Officer

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

Pier Andrea Chevallard GM & 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

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

Group's beginning	6		0			2		Evalue, Enhancers,
> Tecno Holding, an institutional shareholder (Chambers of Commerce of Italy) > Acquisition of InfoCert	0 2	Warrant Hub (Borsa Italiana)	0 2	> Tinexta	and Swascan	0 2	division	> Disposal of the Credit Info Mgmt Warrant Hub Tech
2014 2015 EBITDA: €11M Leverage: 5.1x Employees: 584		2017 EBITDA: €41M Leverage: 2.6x Employees: 1,187	2020 EBITDA: €78M Leverage: 1.2x Employees: 1,403		2021 EBITDA Adj.: €99M Leverage: 1.97x Employees: 2,393		2022 EBITDA Adj.: €95M Leverage: 0.82x Employees: 2,354
AIM								Evolution
> Entrance in the AIM segment of Borsa Italiana	7 1 0 2	Bulgaria		1 2 0 2	> Bregal		3 2 0 2	> Acquisition of Ascertia 5
		1 EBITDA: €25M Leverage: 1.9x Employees: 612		Consolidation 2 > Acquisitions of Visura, Innolva, ReValuta,Co.Mark, > Entrance in the STAR segment of Euronext Milano Internationalization > Acquisition of Camerfirma > Integration of companies: France, Spain, Germany, Belgium,		Cybersecurity > Acquisition of: Corvallis,Yoroi Cyber was born	2 > Acquisition of: Queryo ForValue, CertEurope	M&A development > Acquisition of: Plannet, Lan&Wan > Intesa San Paolo enters > Signing for 20% of Defence European expansion Advance, > Partnership with Leonardo Milestone enters Infocert

Digital Trust Business Innovation Cybersecurity 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. Strategic infrastructure and a key asset for the protection of citizens and their "social economy" 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. Through Co.Mark and Warrant Group, offers a consultancy platform to SMEs to support them in phases of manufacturing growth, digital marketing and expansion of commercial activities, including abroad. Reached all planned targets TINEXTA'S BUSINESS REVENUES EBITDA Adj. Net Profit Adj. FCF LEGEND KEY NUMBERS Revenues €157M Margin 30% EBITDA Adj. €47M Revenues €78M Margin 13% EBITDA Adj. €10M Revenues €126M Margin 41% EBITDA Adj. €52M NFP/EBITDA Adj. Results 2022 Guidance 2023 €357M; +18% vs 2021 +11-15% vs PY €95M; +24% vs 2021 +8-12% vs PY 0.8x Cash positive €78M €49M

=

+2%

+28%

~

+6%

(vs PY) (vs PY) (vs PY)

+200bps

+20%

+30%

+23%

Company Overview

2022 Consolidated Results

Tinexta Group's Revenues grew at a 21.2% CAGR from 2014 to 2022. EBITDA Adjusted grew at a 30.7% CAGR over the same period.

FY 2022 Results

2

EBITDA ADJUSTED € 94.8 M

€ 357.2 M +18% vs PY REVENUES

€ 78.1 M +102% vs PY NET PROFIT

NFP € 77.6 M

Results at 31/12/2022

2022 Consolidated Results

Growth was registered both in Revenues (c. +18%) and EBITDA Adjusted (c. +24%)

EBITDA Adjusted amounted to 94.8 million euros up from 76.5 million in PY

EBITDA reported was 86.3 million euros

EBITDA Adjusted margin was 26.5% (vs 25.4% in PY)

Net Profit came in at €78.1 million euros growing 102% vs 2021 mostly on capital gains from the disposal of the CIM's BU

Net Profit from continuing operations was equal to 32.6 million euros, growing 13.5%

Adjusted Free Cash Flow from continuing operations was 49.5 million euros

FY 2022 Results

2022 Consolidated Results

Achieved sound results in a very complex year. The macroeconomic environment strongly deteriorated vs PY (when guidance was issued) and notwithstanding adverse markets – characterized mostly by stop and go customer investments – we reached planned targets.

REVENUES		EBITDA Adjusted		ADJUSTED FREE CASH FLOW
€357M	+18%	€95M	+24%	€49M

2022 Consolidated Results – Income Statement

	2022	%	2021	%	2022 on 2021	%	W/Acquisitions		LFL 2021
							Δ	Δ%	Δ	Δ%
Revenues	357.2	100.0%	301.5	100.0%	320.9	100.0%	55.6	18.4%	19.4	6.4%
Total Operating Costs	262.4	73.5%	225.1	74.6%	240.8	75.0%	37.3	16.6%	15.7	7.0%
Service & Other Costs	127.5	35.7%	107.3	35.6%	117.5	36.6%	20.2	18.8%	10.1	9.4%
Personnel Costs	134.9	37.8%	117.7	39.0%	123.3	38.5%	17.1	14.6%	5.6	4.7%
EBITDA Adjusted	94.8	26.5%	76.5	25.4%	80.1	25.0%	18.3	23.9%	3.7	4.8%
Stock Option & Other non-recurring costs	8.5	2.4%	5.2	1.7%	7.9	2.5%	3.3	64.0%	2.8	53.1%
EBITDA	86.3	24.2%	71.3	23.7%	72.2	22.5%	15.0	21.0%	0.9	1.2%
Depreciation, amortisation, provisions and impairment	34.7	9.7%	26.3	8.7%	26.3	8.2%	8.4	31.7%	0.0	0.0%
Operating Profit	51.6	14.5%	45.0	14.9%	45.9	14.3%	6.6	14.7%	0.9	2.0%
Financial Income	0.7	0.2%	1.1	0.4%	0.7	0.2%	-0.4	-32.3%	-0.4	-33.1%
Financial Charges	7.0	2.0%	4.2	1.4%	5.9	1.8%	2.8	66.3%	1.7	39.8%
Net financial Charges	6.2	1.7%	3.1	1.0%	5.1	1.6%	3.1	100.6%	2.0	65.2%
Profit of equity-accounted investments	-0.2	-0.1%	-0.2	-0.1%	-0.2	-0.1%	-0.1	43.1%	-0.1	43.1%
Profit Before Taxes	45.1	12.6%	41.7	13.8%	40.5	12.6%	3.4	8.2%	-1.2	-2.9%
Income Taxes	12.5	3.5%	13.0	4.3%	11.2	3.5%	-0.5	-3.6%	-1.7	-13.5%
Net Profit of Continuing Operations	32.6	9.1%	28.7	9.5%	29.2	9.1%	3.9	13.5%	0.5	1.8%
Results of Discontinued Operations	45.5	N/A	10.0	N/A	45.5	N/A	35.6	356.9%	35.6	356.9%
Net Profit	78.1	N/A	38.7	N/A	74.8	N/A	39.5	102.0%	36.1	93.3%

2022 Consolidated Results – Balance Sheet

2022 Consolidated Results – Business Units Overview

2022 Financial Results – NFP & FCF

NFP		Main Changes in 2022:	Adjusted FCF
€ M 264.4		• - €72.8M acquisitions • Evalue: - €33.9M • Enhancers: - €21.3M • Sferabit: - €3.1M • Plannet: - €8.5M • Nomesia: - €0.9M Teknesi & LAN&WAN: - €3.4M • • Others: - €1.7M	52.3 2.5	49.5 9.4
	77.6	• - €21.2M Dividends • + €14.3M Put Options • - €8.1M Purchase of Treasury Shares • + €129.5M Disposals • - €30.4M Adjustments to leasing contracts	49.7	40.0
FY 2021	FY 2022	• + €8.6M OCI hedging Derivatives	FY 2021	FY 2022
		• + €124.9M Capital Increase (Bregal + Intesa)		Non recurring Costs & Extraordinary Taxes Free Cash Flow of Continuing Operations

(1) Calculated as NFP/EBITDA Adjusted

FY 2022 Results

M&A: The Track Record

3

Business Plan 2023-2025

Robust pillars of the strategy represent a clear and cohesive plan

People + ESG

Enhance corporate culture, investing in people to support their skills, enhance engagement and attract new talent, increasing evermore a companywide culture in ESG.

Financial Policy

Maintain a close focus on the cost structure, the predictability of cash flows and the cost of debt, for a long-term sustainable growth strategy.

Coordination & Integration

Strengthen the integrated offer of products and services, improving internal synergies and Group coordination of the Customer Relationship Management and Sales &

Strengthen our leadership

Develop the services and products offered by our companies to increase the Group's competitiveness in the digital solutions' market with strong emphasis on Digital marketing.

Marketing functions.

M&A + Internationalization

Confirm the growth path through targeted acquisitions, with a selection of assets guided by rigorous criteria of quality, solidity, innovation.

Strengthen our leadership

Digital Trust

• ➢ Expand the offer integrating towards a Digital Wallet
• ➢ Continue to develop cybersecurity features/functionalities as a distinguishing factor
• ➢ Identity certification of IoT (Internet of Things)
• ➢ Grow more internationally, specifically in Europe

Cybersecurity

• ➢ Focus on system integration service in the infrastructural areas (identity & access management, cloud security, application security, networking security, business continuity, IoT)
• ➢ Strengthen the offer in Advisory and Managed Security Services
• ➢ Increase presence in the Public Administration

Business Innovation

• ➢ To be positioned as a key player in Digital Marketing
• ➢ Increase end-to-end online customer activities (content marketing + marketplace mgmt.)
• ➢ Extend Temporary Management in Sales & Marketing
• ➢ Strengthen subsidized finance on regional and national tenders
• ➢ Development ESG plans and awareness in SMEs
• ➢ Grow internationally, specifically in Europe

Business Plan 2023-2025

Coordination & Integration

• ➢ Increase and improve post M&A integration
• ➢ Simplify the corporate structure (see recent Warrant reorganization)
• ➢ Centralized CRM
• ➢ Foster cross/up-selling operational synergies within the organization
• ➢ Central coordination for the development of an integrated offer of the Group and the related "go to market"
• ➢ Leverage the Forvalue channel to strengthen the Group's commercial strategy for services to SMEs

M&A + Internationalization

Tinexta's approach to M&A:

➢ Target check list/criteria

• ➢ Growing market segment
• ➢ Solid Business Fundamentals
• ➢ Strategic Fit & Finish
• ➢ Synergy analysis
• ➢ Disciplined Financial Policy
• ➢ Cash Flow generative

➢ Carrying out the deal

• ➢ Purchase at least a majority stake in a company
• ➢ Agree on strategic business plan with the seller
• ➢ Maintain key strategic managers to grow the business
• ➢ Regulate purchase completion via Earn outs/Put/Calls to align interest and support growth

➢ Key strategic markets: Spain, France, Germany and the Nordic countries

People + ESG

Countries, one Group

• Skills talent acquisition as a priority
• Health & safety + welfare all employees enjoy welfare coverage provided for either by the various collective contracts or by Company contracts
• Responsible supply chain
• Tax transparency
• New offices with a lighter footprint

393 new hires (40% women, 42% <30) 266 external workers 97% full-time workers in Italy (94% abroad) 39% are women 18% are under 30 Abide to the Code of Conduct and Human Rights Policy and a Diversity & Inclusion Policy

• Cyber security (Phishing courses) Business Units

Digital Trust revolutionized entire sectors, contributing to facilitating the lives of users, who have reduced the time required to complete various transactions, gaining in quality of life

Cybersecurity thanks to constant innovation, helps customers maintain high levels of cybersecurity, which must constantly respond to increasingly refined threats

Business Innovation can offer complete support to companies in their digital transformation process, demonstrating that they make innovation a driving force of their business model

Business Talks + Subject Matter Expert

To launch E-learning courses to focus employee population on ESG themes 29,508 hours of companywide training

• Business continuity
• Sustainability
• Green Finance
• Effective communication
• English proficiency
• Cyber Hackathon

Corporate Academy

Business Plan 2023-2025

People & ESG

Significant leap forward in addressing all major ESG topics at a Group level

Major steps taken:

• ➢ Established Internal & Permanent ESG committee (regularly reporting to the Risk and Sustainability Control Committee + Board of Directors)
• ➢ Approved 6 ESG policies at Group level
• ➢ Published Sustainability Policy to provide full market disclosure on cutting edge website

• ➢ Involved Corporate Functions, Business Units and Internal & External Stakeholders

• ➢ Data collection on the Non-Financial Reporting

• ➢ Definition of the Environment management process
• ➢ Measuring methods on energy consumption and CO₂ emissions

Reception and application within the Group of all Company Policies

Progress report:

Adherence to the programmatic document

Carried out Gender pay gap

analysis

HUMAN RIGHTS

PERFORMANCE VALUATION measure Performance

Approved the Sustainability Policy

SUSTAINABILITY POLICY

ESG KPIS ON COMP

Introduced ESG KPIs in MBOs and LTI

Established an internal Academy for both corporate and sustainability cultures

Approved the Environment

Policy

ACADEMY

Identified a data collection and monitoring system

CO²MONITORING

ENVIRONMENT MANAGER

GENDER GAP

DIVERSITY POLICY

ANTI CORRUPTION

FISCAL POLICY

Approved the Fiscal Policy

Defined a plan to

Approved the Diversity & Inclusion Policy

ENVIRONMENT POLICY

We have always looked towards digitalization, technological innovation and the future. For this reason, sustainability is integrated into all of the Group's activities and represents a founding element

Various actions have been implemented to reduce the environmental impact of our activities on the planet.

Our efforts focus on two action areas: Material and energy resources and Greenhouse gas emissions.

➢ Action tool: Environmental Policy

We are aware that responsible management also includes the social sphere. This is why we are working to ensure the creation of an inclusive environment that considers diversity as a value to be safeguarded.

Our efforts focus on two action areas: Inclusiveness and equality and Working conditions and environment.

➢ Action tool: Diversity & Inclusion + Human Rights Policies

Sustainable approach means a strategy based on the principles of integrity, transparency, legality, impartiality and prudence, as well as compliance with laws and regulations, both mandatory and voluntary.

Our efforts focus on two action areas: Regulatory compliance and Transparency and integrity

➢ Action tool: Anti-Corruption + Tax Policies

26

Business Plan 2023-2025

Growth in quality revenues

• ➢ Continue to expect sound organic growth in line with prior years
• ➢ Financial structure even more ready to capture future growth thanks to significant cash on hand from CIM disposal

Improve operational efficiency by increasing EBITDA

• ➢ Operating leverage
• ➢ Cross-selling + synergies

EPS & DPS growth

• ➢ D&A mostly in line with prior years
• ➢ Financial Expenses entirely covered by bank deposit given cash on hand
• ➢ EPS at historical high given capital gain from CIM's sale
• ➢ DPS increased, signaling very attractive shareholder return

Strong cash generation

• ➢ Continuing strong cash conversion
• ➢ No substantial changes in Capex
• ➢ Closely monitoring of NWC management

Financial Policy – Business Units' Financial Targets – Organic

		Revenues	EBITDA Adjusted	Key Highlights
	Digital Trust	+10%	+11%	Continues to generate healthy double-digit growth
2023	Cybersecurity	+30%	+43%	Strong top line followed by even more solid EBITDA adjusted growth
vs PY	Business Innovation	+15%	+5%	Top line growth reflects increased diversification with defensive margins
		Revenues	EBITDA Adjusted	Key Highlights
	Digital Trust	+10%	+14%	Operating leverage expected to grow margins faster than revenues
2025 2022-2025 CAGR	Cybersecurity	+17%	+27%	Strong acceleration foreseen
	Business Innovation	+13%	+11%	Revenue diversification at play with healthy margin recovery

Financial Policy – Group's Financial Targets/Assumptions – Organic

	Revenues	EBITDA Adjusted	NFP / EBITDA Adj.	Dividends	Inflation
2023 vs PY	+11-15%	+8-12%	Cash positive	30% of Net Profit	6%
2025 2022-2025 CAGR	Low to mid-double digit	double digit	Cash positive	35% of Net Profit by end of the plan	Assumed at 3% by end of the plan

Closing Remarks and Q&A

Closing Remarks

Growth path is secure with robust fundamentals, a clear business plan and strong management commitment

M&A already in place, balance sheet ready and new targets identified to further support international expansion

2023-2025 Outlook confirms sustained revenue growth rate, solid profitability and strong cash position

The Group is well positioned to continue to pursue its growth through external lines

Tinexta.com

Piazza Sallustio,9 Roma, 00187, Italia Tel. +39.06.42012631 E-mail info@tinexta.com Pec tinexta@legalmail.it LinkedIn: Tinexta

Investor Relations Contacts

Josef Mastragostino Chief Investor Relations Officer investor@tinexta.com

Tinexta Presentation

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