Tinexta

Pre-Annual General Meeting Information • Nov 6, 2025

.1

Data/Ora Ricezione : 6 Novembre 2025 17:55:55

Oggetto : Excerpt of ordinary Shareholders' Meeting

notice of call

Testo del comunicato

Vedi allegato

TINEXTA S.p.A.

Registered office in Rome, Piazzale Flaminio 1/B Share capital subscribed and paid-up: €47,207,120.00, divided into 47,207,120 ordinary shares Tax code and Rome Register of Companies no.: 10654631000 Rome Economic and Administrative Index: 1247386

EXCERPT OF ORDINARY SHAREHOLDERS' MEETING NOTICE OF CALL

The Shareholders entitled to participate and exercise voting rights are called to the Ordinary and Extraordinary Shareholders' Meeting at 9:30 a.m. on 17 December 2025 in first call, and if necessary at 12:00 p.m. on 19 December 2025, in second call, using the mechanisms indicated below, to discuss and pass resolutions on the following

AGENDA

• 1. Amendment to the remuneration policy for the year 2025 approved by the Shareholders' Meeting on 14 April 2025, in the section relating to the "2023/2025 LTI Performance Shares Plan" and consequent update of Section I of the "Report on the Remuneration Policy for the year 2025 and on remuneration paid for the year 2024". Related and consequent resolutions.
• 1. Amendment to the plan based on ordinary shares of Tinexta S.p.A. called "2023/2025 Performance Shares Plan" pursuant to art. 114-bis of Italian Legislative Decree 58/1998, with effectiveness subject to approval of the amendment to the remuneration policy for the year 2025, referred to in point 1 above. Related and consequential resolutions.
• 1. Appointment of the Board of Directors, with effect subject to the conditional resignations received by the Company from the majority of the members of the Board of Directors currently in office. Related and consequent resolutions:
• 3.1 Determination of the number of members;
• 3.2 Determination of the term in office;
• 3.3 Appointment of the Directors;
• 3.4 Appointment of the Chairperson of the Board of Directors;
• 3.5 Determination of the total compensation for each year in office of the members of the Board of Directors.

* * *

In accordance with Art. 7 of the articles of association of Tinexta S.p.A. ("Tinexta" or the "Company"), and pursuant to Art. 135-undecies.1 of Italian Legislative Decree 58/1998 as amended and supplemented (the "Consolidated Finance Act"), the intervention of those with voting rights at Shareholders' Meeting may only take place through a designated representative appointed pursuant to Art. 135-undecies of the Consolidated Finance Act, through Computershare S.p.A. (the "Designated Representative"), in compliance with the provisions of the law and the regulations in force, as further specified below, to whom proxies and/or subproxies may also be conferred pursuant to Art. 135-novies of the Consolidated Finance Act.

For information on the share capital, the right to attend and vote at the Shareholders' Meeting (record date 8 December 2025) and representation at the Shareholders' Meeting, exclusively through the Designated Representative, on the right to add to the agenda and to submit resolution proposals by shareholders who hold at least 2.5% of the share capital in accordance with Art. 126-bis, paragraph 1, first sentence of the Consolidated Finance Act, and submit individual resolution proposals by the holders of voting rights as provided under Art. 135-undecies.1, paragraph 2, of the Consolidated Finance Act, on the right to ask questions before the Shareholders' Meeting and on the organisational aspects of the Shareholders' Meeting, as well as on the procedures for submitting lists of candidates for the renewal of the Board of Directors, please refer to the full text of this meeting notice published on the Company's website at www.tinexta.com, Governance/Shareholders' Meeting section.

Documentation relating to the Shareholders' Meeting, including illustrative reports by the Board of Directors and proposed resolutions on the items on the agenda, will be made available to the public under the terms and methods established by applicable regulations, with Shareholders and persons with voting rights having the option to obtain a copy. This documentation will be made available to the public at the Company's registered office, on the Company's website, www.tinexta.com, in the Governance/Shareholders' Meeting

section, as well as at the storage mechanism known as eMarket SDIR-Storage and the other mechanisms provided for by current regulations.

Rome, 7 November 2025 On behalf of the Board of Directors The Chairman Enrico Salza