Tinexta

Investor Presentation • Oct 7, 2024

2024 Italian Excellences

Company Presentation

Paris – October 2024

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

Company Overview

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

Tinexta's history – Milestones

BU Revenues and EBITDA Adjusted data do not include intra-sectoral intercompany.

*Following the acquisitions that occurred in the period, the lower income due to the postponement by management of the exercise of the accrued Stock Options and the adjustments to the put/calls specific to the Cybersecurity BU.

Company Overview

Consolidated Results

20.0% CAGR '14-'23

*NFP/EBITDA Adj.

7

Key data

EBITDA Adjusted € 34.4 M (- 9% vs PY)

EBITDA EBIT Adjusted € 25.5 M € 19.5 M

€ 203.0 M + 11% vs PY REVENUES

NET PROFIT Adjusted € 11.9 M FCF Adjusted of cont. ops.

€ 25.8 M

NFP € 276.9 M vs € 102 M in FY2023

Results at 30/06/2024

1H 2024: Updating, after the first six months

• Results:

• Revenues at € 203.0M in 1H'24 (+ 11.3% vs PY);
• EBITDA Adjusted at € 34.4M in 1H'24 (- 9.1% vs PY) mainly impacted by ABF's contribution combined with CS's less favorable revenue mix and BI's known seasonality, partially offset by DT's strong performance; EBITDA¹ at € 25.5M in 1H'24 (- 26.2% vs PY) includes € 6.5M of non-recurring items;
• EBITDA Adjusted margin 17.0% (20.8% vs PY); EBITDA¹ margin 12.6% (18.9% vs PY);
• EBIT Adjusted at € 19.5M (- 30.4% vs PY); EBIT Adj. Margin at 9.6%;
• Adjusted Net Profit of continuing operations at € 11.9M (- 37.1% vs PY); Net Profit at € 2.3M;
• NFP of € 276.9M (€ 102.0M in FY'23) reflects mainly ABF's and Lenovys' acquisitions; NFP/LTM EBITDA Adjusted of 2.78x up from 0.55x in 1H'23;
• Adjusted Free Cash Flow of continuing operations: € 25.8M vs € 29.3M in 1H'23; on a LTM base Adjusted FCF of continuing ops was: € 53.4M.

• Top line still growing in all business lines² :

• Digital Trust, Revenues + 18.4% and EBITDA + 20.8%. Excellent EBITDA margin of 28.8%
• Cybersecurity, grew 6.5% in Revenues, EBITDA at € 4.1M. EBITDA margin at 9.0%
• Business Innovation, posted a + 6.7% growth in Revenues with EBITDA at € 10.3M. EBITDA margin 17.1%

• Recent Events & Updates:

• Finalized in January the acquisition of 73.9% of ABF Group
• Launched in February of a new strategic and operational advisory business line for SMEs'
• Reached in April the 100% of Yoroi, Swascan & Corvallis, impact already included in NFP as of acquisition date. The BOD authorized the purchase and disposal of treasury shares

1H 2024 Results

€ M

1H 2024 results show Revenues of € 203.0 million, EBITDA Adjusted of € 34.4 million and Net Profit of € 2.3 million.

Growth was registered in Revenues (c. + 11%) with a light contraction in EBITDA Adjusted (c. - 9%)

EBITDA Adjusted amounted to 34.4 million euros

EBITDA Adjusted margin was 17.0% (vs 20.8% in PY)

EBITDA reported was 25.5 million euros (- 26.2% vs PY)

EBITDA reported margin at 12.6%

Net Profit came in at 2.3 million euros

Adjusted Net Profit from continuing operations was equal to 11.9 million euros

Adjusted Free Cash Flow from continuing operations was 25.8 million euros

EBITDA Adjusted Quarter by Quarter – back end weighted business

*Data considered mid-point of 2024 EBITDA Adjusted guidance

1H 2024 Results – Income Statement

€ M				1H'23	%	1H 2024 on 2023	%	with Acquisitions		LFL2023
		1H'24	%					Δ	Δ%	Δ	Δ%
	Revenues	203.0	100.0%	182.5	100.0%	186.4	100.0%	20.5	11.3%	3.9	2.1%
	Total Operating Costs	-168.6	-83.0%	-144.6	-79.2%	-153.9	-82.6%	-24.0	16.6%	-9.3	6.4%
	Service & Other Costs	-79.5	-39.2%	-65.9	-36.1%	-74.2	-39.8%	-13.6	20.6%	-8.3	12.5%
	Personnel Costs	-89.1	-43.9%	-78.7	-43.1%	-79.7	-42.8%	-10.4	13.2%	-1.0	1.3%
	EBITDA Adjusted	34.4	17.0%	37.9	20.8%	32.5	17.4%	-3.5	-9.1%	-5.4	-14.3%
	Share Based Payments & Other non-recurring costs	-8.9	-4.4%	-3.4	-1.9%	-8.9	-4.8%	-5.6	165.1%	-5.6	164.8%
	EBITDA	25.5	12.6%	34.5	18.9%	23.5	12.6%	-9.0	-26.2%	-11.0	-31.8%
	Depreciation, amortisation, provisions and impairment	-24.6	-12.1%	-19.3	-10.6%	-22.6	-12.1%	-5.3	27.6%	-3.3	17.2%
	Operating Profit	0.9	0.4%	15.2	8.3%	0.9	0.5%	-14.4	-94.2%	-14.3	-94.0%
	Financial Income	6.7	3.3%	3.2	1.7%	5.0	2.7%	3.5	111.6%	1.9	59.1%
	Financial Charges	-8.0	-3.9%	-3.8	-2.1%	-7.0	-3.8%	-4.3	113.6%	-3.2	86.5%
	Net financial Charges	-1.3	-0.6%	-0.6	-0.3%	-2.0	-1.1%	-0.7	124.7%	-1.4	234.7%
	Profit of equity-accounted investments	0.3	0.1%	-0.1	-0.1%	0.3	0.2%	0.4	-370.3%	0.4	-370.3%
	Profit Before Taxes	-0.1	-0.1%	14.5	8.0%	-0.7	-0.4%	-14.7	-100.9%	-15.3	-105.1%
	Income Taxes	2.4	1.2%	-5.2	-2.9%	1.8	1.0%	7.6	-146.8%	7.0	-134.5%
	Net Profit of Continuing Operations	2.3	1.1%	9.3	5.1%	1.1	0.6%	-7.0	-75.3%	-8.3	-88.7%
	Results of Discontinued Operations	0.0	N/A	36.1	N/A	0.0	N/A	-36.1	-100.0%	-36.1	-100.0%
	Net Profit	2.3	1.1%	45.4	N/A	1.1	0.6%	-43.1	-94.9%	-44.4	-97.7%

1H 2024 Results – A clear view on P&L Adjustments

€ M		EBITDA		Operating profit (loss)	Net profit from continuing operations
	1H 2024	1H 2023	1H 2024	1H 2023	1H 2024	1H 2023
Reported income statement results	25.5	34.5	0.9	15.2	2.3	9.3
Non-recurring service costs	3.8	1.4	3.8	1.4	3.8	1.4
LTI incentive plans	2.4	1.8	2.4	1.8	2.4	1.8
Non-recurring personnel costs	2.7	0.3	2.7	0.3	2.7	0.3
Other non-recurring operating costs	0.0	0.0	0.0	0.0	0.0	0.0
Amortisation of other intangible assets from consolidation			9.7	9.0	9.7	9.0
Non-recurring provisions			0.0	0.2	0.0	0.2
Non-recurring depreciation			0.0	0.2	0.0	0.2
Non-recurring financial incomes					(0.2)	0.0
Contingent Consideration					(3.9)	(0.3)
Non-recurring financial charges					2.8	0.3
Tax effect on adjustments					(4.2)	(3.3)
Non recurring taxes					(3.5)	0.0
Adjusted income statement results	34.4	37.9	19.5	28.0	11.9	18.9
Change from previous year	-9.1%			-30.4%		-37.1%

1H 2024 Results – Balance Sheet

Overview Business Units

Business Innovation

€ M

• Revenues amounted to 102.3 million euros, up by 18.4% (+ 8.9% on a 2023 basis) of which 9.5% attributable to the acquisitions of Ascertia and Camerfirma Colombia; consolidated as of August 1 st , 2023, and April 1 st , 2024 respectively
• Growth was mainly driven by solutions relating to both LegalMail and LegalCert, as well GoSign & Trusted Onboarding Platform solutions specifically geared to the Enterprise market. International revenues continue to grow as we reach a larger number of customers throughout Europe, topping over 18% of the BU's total revenues vs 12% in PY
• To continue to be at the leading edge, the BU continues to invest to improve its products in terms of usability and integration, AI applications are expected to contribute significantly to enhancing efficiency and offering to professional associations

1H 2024 – Cybersecurity

€ M

• Revenues amounted to 45.3 million euros, up 6.5%. The growth was mainly supported by the resale component of third-party products in the Implementation Services area (approximately + 25%) and in Cyber & Digital Resilence services through customization, configuration, installation, maintenance, and security monitoring of products, including third-party ones
• In the Finance sector, the BU recorded growth of approximately 15% mainly determined by the Product component. The results obtained in the Managed Security Services area were in line with 2023; the integration of the offer of Cybersecurity services with those of Digital Trust continued, thanks to the sale of LegalMail which recorded over 50,000 new activations in the first half of 2024. In the Advisory area, the BU provided services through the new Cyber Threat Intelligence (CTI) platform and the Ryoken platform, both developed internally, capturing new regulatory needs in the Finance and Infrastructure fields. The first half of 2024 was also characterized by the completion of the corporate integration following the acquisition of full control of all the companies acquired in 2021
• Adjusted EBITDA at 4.1 million euros, down 15.1%. The reduction in marginality was determined by a greater component of revenues from the resale of low-margin products, stable revenues from services, the "temporary" greater use of third parties, and less favorable revenue mix

€ M

• Revenues amounted to 59.9 million euros growing 6.7% vs PY thanks to the announced acquisitions of Studio Fieschi, ABF Group, and Lenovys
• The decrease in organic revenues is mainly attributable to the well-known decline in volumes and deductible rates relating to automatic subsidized finance services as well as lower sales in Training, Energy, Gas Credit, and Green. The subsidized finance market was also affected by the well-known reduction in rates relating to R&D Credit 4.0. "Transizione 5.0" – which will allow for deductible rates of up to 45% – represents a strong growth opportunity for the latter part of the year and its contribution is expected by the second half of August. ABF Group's revenue contribution for the first half was equal to 5.6 million euros (less than expectations) and EBITDA came in negative at 1.3 million euros

Explaining ABF

€ M

The 1H'24 exceptional events in France have noticeably increased the effect of seasonality, determining a 6 months delay

• Government change in January
• Significant budget revisions at the end of February
• Dissolution of the National Assembly at the end of June

…which brought to a postponement of national public financing decisions (France 2030) and therefore a delay in the launch of new project tenders (decarbonization, etc.), and uncertainty over the maintenance of budgets for ongoing project tenders (resulting in greater selectivity of applications and consequent increased in failure rates)

1H 2024 Results – NFP & FCF

€ M

NFP Adjusted FCF of continuing ops

FY 2023 1H 2024

Main Changes in 1H 2024:

• • € 4.6M Put Options
• • € 4.1M Treasury Shares
• • € 153.4M Acquisitions
• • € 5.7M Adjustments to leasing contracts
• • € 1.0M OCI hedging Derivatives

1H 2023 1H 2024

€ M

1H 2024 Results – NFP LTM Bridge

DT

CS

BI

M&A: The Track Record

Defence Tech Summary

Defence Tech Summary

Defence Tech Takeover Bid – Explained April 2023 June 2024

Purchase of a 20% stake in Defence Tech through Tinexta Defence S.r.l. ("Vehicle") for a price of € 4.90 per share Tinexta (Vehicle) exercises the option to purchase the remaining shares from Comunimpresa and GEDA

Following the Golden Power authorization, the decision of the Borsa Italiana panel, and the approval by CONSOB of the Offer document, the BoD resolved to proceed with the takeover bid at a price of € 3.80 per share

Strategic Rationale:

• Defence Tech is a technological hub that is increasingly a reference point for the protection of the strategic assets of institutions and private companies
• The group has proprietary Cyber Communication, End Point Protection and Technology for Intelligence solutions and technological laboratories dedicated to security and Ce.Va. (Evaluation Center authorized to conduct security assessments in accordance with the provisions of the "National Scheme for the evaluation and certification of information technology security") accredited

The growth strategy

Sound 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

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

Coordination + Integration

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

M&A + Internationalization

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

ESG Plan 2024 -2025 Summary of the Group's ESG objectives

PEOPLE

• 1. Consolidation of the culture of sustainability in the Group through training activities on ESG topics
• 1. Protect the health and safety of workers
• 1. Limitation of contractual forms with a connotation of precariousness
• 1. Improve gender balance in managerial roles
• 1. Monitor the gender difference among the Group's total resources to ensure adequate diversity
• 1. Obtaining ISO 37001 anti -corruption certification
• 1. Appointment of the Anti -Corruption Manager and implementation of the Group Guidelines

CLIMATE CHANGE

• 1. Increased use of energy from renewable sources
• 1. Promote sustainable mobility also by increasing the share of hybrid -electric cars in the company car fleet
• 1. Initiate a measurement system for Scope 1, Scope 2 and Scope 3 GHG emissions

SUPPLY CHAIN

• 1. Increased share of suppliers adhering to the Code of Ethics and the Sustainability Policy
• 1. ESG Assessment of Suppliers

ESG Plan 2024-2025

KPIs and targets

Education and training

Ensure decent working conditions

Health & Safety

Sustainable supply chain

Gender Equality

Ethics and integrity

ESG training hours provided per capita

Percentage of employees with permanent contracts

Injury rate

Share of suppliers who adhere to the Code of Ethics and the Group Sustainability Policy

Introduction of ESG criteria in the supplier evaluation and selection process

Renewable sources uses Share of energy consumed coming from renewable sources

Creation of a model to measure GHG Scope 1, 2 and 3

Percentage of hybrid-electric cars

Percentage of women in the company as of 31.12

Percentage of women in managerial roles

Appointment of the Anti-Corruption Manager and implementation of the Group Guidelines

ISO 37001 anti-corruption certification

Growth in quality revenues

• ➢ Continue to expect sound organic growth in line with prior years
• ➢ Financial structure is set to deal with planned M&A

Improve operational efficiency by increasing EBITDA

• ➢ Operating leverage
• ➢ Cross-selling + synergies

EPS & DPS growth

• ➢ Financial Expenses entirely covered in 2023 by bank deposit given cash on hand, 2024 at competitive market rates
• ➢ EPS at normalized growth rate after CIM's sale
• ➢ DPS follows Group policy, signaling very attractive shareholder return

Strong cash generation

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

Financial Policy – Group's Financial Targets/Assumptions Post 1H 2024

• Guidance has been updated, excluding ABF, and shows continuous progress in underlying business trends
• ABF's contribution for FY'24 has been moderately revised due to the political events in France
• "Transizione 5.0" to show its benefits in latter part of the year, but no earlier than end of Q3 and Q4

	Revenues	EBITDA Adjusted
	+ 11-15%	+ 10-14%	Without ABF
2024 vs PY				NFP / EBITDA Adj.
				1.9x
	Revenues	EBITDA Adjusted
	+ 20%	+ 22%	With ABF

Benefits from any additional M&A are not included in guidance

Closing Remarks and Q&A

Closing Remarks

The path for growth is clear and supported by a sound strategy and increased cohesiveness of the Group

Important M&As already finalized, new and strategic ones will continue to fuel the Group's pipeline. Balance sheet remains very robust to support growth

2024-2026 Outlook reconfirms sustained revenue growth rate, solid profitability and strong cash flow

The Group's increased streamlining and rationalization represent important differentiating factors vs the market and other competitors

OTHER PARTECIPATIONS

100.00% TINEXTA DEFENCE S.R.L. 60.09%	Infocert 35.00% 100.00% TINEXTA FUTURO Warrant Hub 29.00% DIGITALE S.C.A.R.L. Tinexta Cyber 27.00% Visura 7.00%
	Queryo 2.00%

Thanks.

Tinexta.com

Piazzale Flaminio, 1/B Roma, 00196, 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

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