Tinexta

Investor Presentation • May 21, 2024

Company Presentation Italian Investment Conference

Milan – May 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

6

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

2023 Consolidated Results

Tinexta Group's Revenues grew at a 20.0% CAGR from 2014 to 2023. EBITDA Adjusted grew at a 28.1% CAGR over the same period

Key data

EBITDA Adjusted € 15.4 M (+3% vs PY)

EBITDA EBIT Adjusted € 8.6 M € 8.1M

€ 98.4 M +14% vs PY REVENUES

NET PROFIT Adjusted € 5.8 M FCF Adjusted of cont. ops. € 27.2 M

NFP € 240.1 M vs € 102 M in FY2023

Results at 31/03/2024

1Q 2024: Gradual start of the year, driven by well-known seasonality

• Results:

• Revenues at € 98.4M in 1Q'24 (+ 14.4% vs PY);
• EBITDA Adjusted at € 15.4M in 1Q'24 (+ 2.7% vs PY) mainly driven by strong growth in DT & CS and historically well-known BI's seasonality, EBITDA¹ at € 8.6M in 1Q'24 (- 36.2%vs PY) includes € 5.5M of non-recurring;
• EBITDA Adjusted margin 15.6% (17.4% vs PY); EBITDA¹ margin 8.8% (15.7% vs PY);
• EBIT Adjusted at € 8.1M (- 20.0% vs PY); EBIT Adj. Margin at 8.3%;
• Adjusted Net Profit of continuing operations at € 5.8M (- 15.4% vs PY); Net Profit at € - 2.0M;
• NFP of € 240.1M (€ 102.0M in FY'23) reflects ABF's acquisition; NFP/LTM EBITDA Adjusted of 2.32x up from 0.04x in 1Q'23;
• Adjusted Free Cash Flow of continuing operations: € 27.2M vs € 22.8M in 1Q'23; on a LTM base Adjusted FCF of continuing ops was: € 61.4M.

• Top line growing in all business lines² :

• Digital Trust, kicked-off with strong quarterly growth. Revenues grew 21.1%, EBITDA + 35.8%. Excellent EBITDA margin of 30.8%
• Cybersecurity, grew 15.7% in Revenues, EBITDA hit + 10.1%. EBITDA margin at 9.7%
• Business Innovation, posted a + 4.4% growth in Revenues with EBITDA at 1.2M. EBITDA margin 4.8%

• Recent Events & Updates:

• Reached the 100% of Yoroi, Swascan & Corvallis; impact already included in NFP as of acquisition date
• Launch of a new strategic and operational advisory business line for SMEs'
• Finalized the acquisition of 73.9% of ABF Group
• The BOD approved the start of the share buyback program

1Q 2024 Results

€ M

1Q 2024 results show Revenues of €98.4 million euros, EBITDA Adjusted of €15.4 million euros and Net Profit of € -2.0 million euros.

Growth was registered both in Revenues (c. +14%) and EBITDA Adjusted (c. +3%)

EBITDA Adjusted amounted to 15.4 million euros up from 15.0 million in PY

EBITDA Adjusted margin was 15.6% (vs 17.4% in PY)

EBITDA reported was 8.6 million euros (-36.2% vs PY)

EBITDA reported margin at 8.8%

Net Profit came in at -2.0 million euros

Adj. Net Profit from continuing operations was equal to 5.8 million euros

Adjusted Free Cash Flow from continuing operations was 27.2 million euros

EBITDA Adjusted Quarter by Quarter – back end weighted business

€ M

*Data considers mid-point of 2024 EBITDA Adjusted guidance

1Q 2024 Results – Income Statement

					1Q 2024		with Acquisitions		LFL2023
	1Q'24	%	1Q'23	%	on 2023	%	Δ	Δ%	Δ	Δ%
Revenues	98.4	100.0%	86.1	100.0%	90.1	100.0%	12.4	14.4%	4.1	4.7%
Total Operating Costs	(83.1)	-84.4%	(71.1)	-82.6%	(76.8)	-85.2%	(12.0)	16.9%	(5.7)	8.0%
Service & Other Costs	(41.4)	-42.0%	(32.6)	-37.9%	(37.3)	-41.3%	(8.8)	26.9%	(4.6)	14.2%
Personnel Costs	(41.7)	-42.4%	(38.5)	-44.7%	(39.5)	-43.9%	(3.2)	8.4%	(1.0)	2.7%
EBITDA Adjusted	15.4	15.6%	15.0	17.4%	13.3	14.8%	0.4	2.7%	(1.6)	-10.8%
Share Based Payments & Other non-recurring costs	(6.7)	-6.8%	(1.4)	-1.6%	(6.7)	-7.5%	(5.3)	376.7%	(5.3)	376.7%
EBITDA	8.6	8.8%	13.5	15.7%	6.6	7.3%	(4.9)	-36.2%	(6.9)	-51.2%
Depreciation, amortisation, provisions and impairment	(11.7)	-11.9%	(9.3)	-10.8%	(11.1)	-12.3%	(2.4)	26.4%	(1.8)	19.6%
Operating Profit	(3.1)	-3.1%	4.3	5.0%	(4.5)	-5.0%	(7.4)	-171.6%	(8.7)	-204.2%
Financial Income	2.7	2.7%	0.8	0.9%	0.8	0.9%	1.8	226.8%	0.0	-0.6%
Financial Charges	(2.4)	-2.4%	(1.7)	-1.9%	(1.7)	-1.8%	(0.7)	43.5%	0.0	-0.3%
Net financial Charges	0.3	0.3%	(0.9)	-1.0%	(0.9)	-1.0%	1.1	-129.5%	0.0	-0.1%
Profit of equity-accounted investments	0.3	0.3%	0.0	0.0%	0.3	0.3%	0.3	-4258.8%	0.3	4258.8%
Profit Before Taxes	(2.6)	-2.6%	3.4	4.0%	(5.1)	-5.6%	(6.0)	-174.9%	(8.5)	-248.2%
Income Taxes	(0.5)	0.6%	(1.3)	-1.5%	0.3	0.3%	1.9	-141.1%	1.6	-120.5%
Net Profit of Continuing Operations	(2.0)	-2.0%	2.1	2.4%	(4.8)	-5.3%	(4.1)	-196.4%	(6.9)	-329.7%
Results of Discontinued Operations	0.0	N/A	37.6	N/A	0.0	N/A	(37.6)	-100.0%	(37.6)	-100.0%
Net Profit	(2.0)	N/A	39.7	N/A	(4.8)	N/A	(41.7)	-105.1%	(44.5)	-112.1%

1Q 2024 Results – Having a clear view on P&L Adjustments

€ M

	EBITDA			Operating profit (loss)	Net profit from continuing operations
	1Q'24	1Q'23	1Q'24	1Q'23	1Q'24	1Q'23
Reported income statement results	8.6	13.5	-3.1	4.3	-2.0	2.1
Non-recurring service costs	3.1	0.6	3.1	0.6	3.1	0.6
LTI incentive plans	1.2	0.7	1.2	0.7	1.2	0.7
Non-recurring personnel costs	2.4	0.2	2.4	0.2	2.4	0.2
Other non-recurring operating costs	0.0	0.0	0.0	0.0	0.0	0.0
Amortisation of Other intangible assets from consolidation			4.5	4.5	4.5	4.5
Adjustment of contingent considerations					-1.1	0.3
Tax effect on adjustments					-2.3	-1.4
Adjusted income statement results	15.4	15.0	8.1	10.2	5.8	6.9
Change from previous year		2.7%		-20%	-15.4%

1Q 2024 Results – Balance Sheet

€ M

Overview 1Q'24

Group

Business Innovation

42.4

51.3

Digital Trust 1Q'24

€ M

• Revenues amounted to 51.3 million euros, up by 21.1% (+7.8% on a 2023 base) of which 13.2% attributable to the acquisition of Ascertia (which entered the Group's perimeter as of August 1 st , 2023)
• Growth was mainly driven by LegalMail solutions for the Public Administration and large enterprises, LegalCert came strong in the transport sector, and the organic growth of both GoSign and Trusted Onboarding Platform solutions. International revenues grew considerably and now stand at 21.0% of total BU revenues vs 11.8% in PY
• The BU continued the path of development, improvement, and adaptation of its products and solutions to regulatory and market needs. Investment activities continued to guarantee operational and organizational efficiencies, while maintaining product and financial performance

Cybersecurity 1Q'24

€ M

• Revenues amounted to 23.9 million euros, growing 15.7%
• Growth was registered in Cybersecurity mostly in the Implementation Services offer. Managed Security Service's results reflect new installments of Yoroi's CSDC and Swascan's SOC H24 (supported by the partnership with Google Cloud); Legal Mail continued to consolidate its sales growth with over 40,000 new subscriptions in 1Q'24
• Implementation Services' results were mostly linked to security monitoring while Advisory continued its positive results momentum with the new Cyber Threat Intelligence (CTI) and Compliance services. In the Digital Transformation side of the business, the BU continued its initiatives on technological, process, and security innovation. Strong and positive signs came from the AML (Anti Money Laundering) sector as well as from the pipeline of our proprietary solution, Provisio

• Adjusted EBITDA at 2.3 million euros, with an increase of 10.1% and a margin of 9.7%, driven by a different revenue mix

Business Innovation 1Q'24

€ M

• Revenues amounted to 25.1 million euros growing 4.4% vs PY because of a 7.1% decrease in organic and an increase of 11.4% due to acquisitions
• 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 has also been affected by the well-known reduction in rates relating to R&D Credit 4.0. The rephasing of the PNRR for "Transizione 5.0" – which will allow for deductible rates to be double (as high as 40%) – represents a strong growth opportunity. During 2024, further benefits relating to the "Register of Certifiers" are expected
• ABF's 1Q performance reflects the very small component (around 5%) of expected annual revenues. Such performance in fact explains the marginality of the quarter which bares a lower absorption of costs

19 • Adjusted EBITDA at 1.2 million euros; such reduction is attributable to the combined effect of the decrease in profitability (due to lower rates) and different product mix, resulting from the growth in the weight of Digital services compared to automatic subsidized finance services (which carry a higher average industrial marginality)

1Q 2024 Results – NFP & FCF

€ M

Main Changes in 1Q 2024:

• • €5.7M Put Options
• • €2.3M Treasury Shares
• • €155.2M Acquisitions
• • €0.8M Adjustments to leasing contracts
• • €0.2M OCI hedging Derivatives

1Q 2024 Results – NFP LTM Bridge

€ M

1

M&A: The Track Record

About ABF

Revenues in 2023E € 30.6 M (+ 54% vs PY)

EBITDA in 2023E € 14.6 M (+ 55% vs PY, 48% margin)

Key Info

Founded in 2004 and based in Tours in France, ABF carries out consultancy activities for public funding to support innovation and growth

Rationale

• Business innovation to become one of the major players in Europe on Digital Transformation
• A key international partner in advising companies in the fields of innovation, digitization & growth
• Strong client portfolio, widely distributed in France
• Robust expertise in subsidized finance with highly skilled resources, strong potential for diversification

Enterprise Value € 155 M Purchase of ~74% at closing + Put&Call

M&A

ABF Group – Business Line Details

4 major business lines:

• 1. Innovation & Growth funds granted by public financiers to support innovative projects (State, regions, public bodies)
• 2. Europe and Collaborative participation in European projects
• 3. APASS (Public Actors and Associations) financing for public bodies and non-profit associations
• 4. Tax Credit

FINANCIALS

KPIs – Business financials

€ M

• Outstanding EBITDA margins with sustainable outlook
• ABF, according to its plan, expects revenues to grow between 20% and 23% per year with slightly improving margins

20%

2022 ABF Revenues by Industry and Client

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

M&A + Internationalization

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

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 - KPI 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

2024 vs PY

Digital Trust

Cybersecurity

Business Innovation Revenues EBITDA Adjusted

+17-19% (of which 11-13% organic)

+21-23% (all organic)

+43-45% (of which 5-7% organic)

	Revenues	EBITDA Adjusted
Digital Trust	+10-12%	+15-17%
2026 Cybersecurity	+11-13%	+15-17%
2023-2026 CAGR Business Innovation	+19-21%	+22-24%

+14-16% (of which 8-10% organic)

+38-40% (of which 7-9% organic)

+14-16% (all organic)

		NFP / EBITDA Adj.	Dividends
+21-23%	+28-32% of which 10% Organic	1.7x-1.9x	30% of Net Profit
+12-14%	+17-19%	0.8-1.0x	40% of Net Profit
	of which 7% Organic

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

Closing Remarks and Q&A

Closing Remarks

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

Important M&A already finalized, new and strategic ones will continue to fuel the pipeline of the Group. 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

ALTRE PARTECIPAZIONI

100.00% TINEXTA DEFENCE S.R.L.	20.00%	Infocert Warrant Hub 29.00% Corvallis Visura Yoroi Querio Swascan	35.00% 22.00% 7.00% 3.00% 2.00% 2.00%	100.00%	TINEXTA FUTURO DIGITALE S.C.A.R.L.

Thanks.

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

Download the presentation