Tinexta — Remuneration Information 2021

Mar 26, 2021

TINEXTA S.p.A.

INFORMATION DOCUMENT ON THE REMUNERATION PLAN BASED ON THE AWARDING OF OPTIONS (STOCK OPTION) FOR THE PURCHASE OF ORDINARY SHARES OF TINEXTA S.P.A. PRESENTED FOR APPROVAL TO THE SHAREHOLDERS' MEETING CALLED FOR 27 APRIL 2021

(drafted pursuant to Art. 84-bis of the Regulation adopted by CONSOB with resolution No. 11971, 14 May 1999, and subsequent amendments and integrations)

This English version is made available to provide non-Italian speakers a translation of the original document. Please note that in the event of any inconsistency or discrepancy between the English version and the Italian version, the original Italian version shall prevail.

PREMISE

This information document ("Information Document") is drafted pursuant to Art. 84-bis and Schedule 7 of Annex 3A of the Regulation adopted by CONSOB with resolution No. 11971, 14 May 1999, and subsequent amendments and integrations ("Issuers' Regulations"). Its subject is the proposal to approve an incentive plan based on the shares of the Company, that is, a stock option plan ("2021-2023 Stock Option "Plan") reserved to the Executive Directors, the Key Managers of Tinexta S.p.A. ("Company" or "Tinexta") and/or the Companies of the Group and the other beneficiaries holding management positions believed to be important within the Group and with a significant impact on the creation of value for the Company and the shareholders.

On 12 March 2021, the Board of Directors of Tinexta, after hearing the favourable opinion of the Remuneration Committee, resolved to submit to the ordinary Shareholders' Meeting, called for 27 April 2021, the adoption of the Plan pursuant to Art.114-bis of Law Decree No. 58, February 24, 1998, and subsequent amendments and additions (Consolidated Finance Act), which provides for the bonus awarding of options for the purchase and, as appropriate, the subsequent subscription of ordinary shares of the Company, in the ratio of one share for each option, under the terms and conditions set in the Plan and described in this Information Document.

At the date of this Information Document, the adoption of the Plan had not yet been approved by the ordinary Shareholders' Meeting. Therefore (i) this Information Document has been drafted exclusively based on the content of the proposal for the adoption of the Plan approved by the Board of Directors of the Company on 12 March 2021, with the favourable opinion of the Remuneration Committee on 8 March 2021, and (ii) any reference to the Plan contained in this Information Document must be understood as referring to the proposal of adoption of the Plan.

As better explained in this Information Document, some aspects related to the implementation of the Plan will be specified by the Board of Directors based on the powers to be conferred by the Shareholders' Meeting.

The information resulting from the resolutions that, subject to approval of the Plan by the Shareholders' Meeting and in compliance with the general criteria indicated in this, the Board of Directors will adopt in implementation of the Plan, shall be provided with the procedures and within the terms indicated by Art. 84-bis, Par. 5(a) of the Issuers' Regulation.

The purpose of this Information Document is to provide shareholders with the information needed to exercise their right to vote in an informed manner at the shareholders' meeting. The Plan is to be considered of "special significance" pursuant to Art. 114-bis, Par. 3 of Consolidated Finance Act and Art. 84-bis, Par. 2, of the Issuers' Regulations, since it is aimed, among others, to Executive Directors and Key Managers of the Company and/or the companies controlled by this pursuant to Art. 93 of the Consolidated Finance Act ("Subsidiaries").

This Information Document shall be made available to the public at the Company's registered office – Piazza Sallustio, 9, 00187 Rome, on the authorized storage mechanism eMarket Storage () and on the Company's website: http://tinexta.com

DEFINITIONS

The terms listed below shall have the following meaning in the Information Document:

"Executive Directors"	The directors of the Company and/or the Subsidiaries qualified as executive
	pursuant to the Corporate Governance Code.
"Shareholders' Meeting"	The meeting of the shareholders of the Company.
"Shares"	The ordinary shares of the Company listed on the MTA – STAR Segment.
"Bad Leaver"	Any case in which the Relationship is terminated as a result of:
	a) dismissal and/or revocation and/or termination and/or failure to renew the Beneficiary's Relationship by the Company for just cause;
	b) breach by the Beneficiary of non-competition obligations towards the Company and/or the Group; or
	c) voluntary resignation of the Beneficiary from the Company not justified by the occurring of a Good Leaver event.
"Beneficiaries"	The Executive Directors, Key Managers and/or other employees and other managers of Tinexta and/or other Subsidiary identified as recipients of the Plan by the Board of Directors, after hearing the opinion of the Remuneration Committee.
"Corporate Governance Code"	The code of the corporate governance of listed companies approved by the Corporate Governance Committee, created at Borsa Italiana S.p.A., which the Company has adopted.
"Remuneration Committee"	The committee for the remuneration created within the Board of Directors of Tinexta that performs preliminary, consultative and propositional functions on remuneration issues in compliance with the recommendations in Art. 5 of the Corporate Governance Code.
"Board of Directors"	The Board of Directors of Tinexta in office.
"Award Date"	The date the Board of Directors, after hearing the opinion of the Remuneration Committee, identifies the Beneficiaries and sets the number of Options to be granted to each.
"Expiration Date"	The date by which the Options Vested and not expired must be exercised, under penalty of forfeiture, as indicated in Par. 4.17 of the Information Document.
"Vesting Date"	The Working Day after the end of the Vesting Period when the Vested Options become exercisable under the Plan Regulation.
"Key Managers"	The managers with the power and the responsibility, directly or indirectly, to plan, direct and control the activities of the Company and/or the Subsidiaries.
"Information Document"	This information document drafted pursuant to Art. 84-bis of the Issuers' Regulations and in line, also in the numbering of the corresponding Paragraphs, with the indications provided in Schedule 7 of Annex 3A of

	the Issuers' Regulations.
"EBITDA"	As specified by the performance indicators in the financial statements, it is calculated as "Net profit" before "Tax", "Net financial income (expenses)", "Quota of profit from equity investments accounted for using the equity method", "Depreciation and amortisation", "Provisions" and "Write downs", i.e. as "Revenue" net of "Costs for raw materials", "Costs for services", "Personnel costs", "Contract costs" and "Other operating costs".
"Working Day"	A day of trading on the MTA, according to the calendar of Borsa Italiana S.p.A. at the time in force.
"Good Leaver"	Any case in which the Relationship is terminated as a result of:
	(a) death or permanent disability of the Beneficiary;
	(b) dismissal, revocation, termination or non-renewal of the employment relationship or mandate of the Beneficiary by the Company for reasons other than just cause;
	(c) transfers and/or contributions of business units of the Company;
	(d) resignation from office or withdrawal from the employment relationship for death or physical or mental incapacity (due to illness or injury).
"Tinexta Group" or "Group"	Tinexta S.p.A. and its Subsidiaries.
"MTA"	Electronic Stock Market (Mercato Telematico Azionario) organised and managed by Borsa Italiana S.p.A.
"Targets"	The performance targets on which the vesting of the Options Awarded is conditional.
"Options"	The options object of the Plan freely awarded to the Beneficiaries, each of which grants the right to buy and, if applicable, subsequently subscribe Shares at the Exercise Price, under the terms and conditions set by the Plan Regulation. Each 1 (one) Option grants the right to buy and, if applicable, subsequently subscribe 1 (one) Share.
"Awarded Options"	The Options awarded at the Award Date to each Beneficiary by the Board of Directors, after hearing the opinion of the Remuneration Committee.
"Options Vested"	The Options Awarded that, as a result of the Targets being achieved, may be exercised by the Beneficiaries in the Exercise Period.
"Exercise Period"	The period of time between the Vesting Date and the Expiration Date when each Beneficiary can exercise the Vested Options, with the exception of the days in which exercise is not allowed by the Plan Regulation.
"Vesting Period"	The vesting period of the Options attributed to the Beneficiaries - between the Award Date and the Vesting Date - during which the Awarded Options cannot be exercised, as described in Par. 4.2 of the Information Document.
"Plan"	The incentive plan based on financial instruments of the Company known as "2021-2023 Stock Option Plan" reserved to the Beneficiaries, regulated by

	the Plan Regulation and object of this Information Document as integrated and updated at the time.
"Exercise Price"	The consideration that each Beneficiary shall pay for the exercise of the Options in order to buy and, if applicable, subsequently subscribe the Shares.
"Relationship"	The employment relationship, on a temporary or permanent basis, or the mandate with delegated powers between the Beneficiary and the Company or a Subsidiary.
"Plan Regulation"	The regulation setting the terms, characteristics, conditions and implementation procedures of the Plan.
"Issuers' Regulation"	The Regulations issued by Consob with Resolution No. 11971, 14 May 1999, concerning issuers, as subsequently amended and integrated.
"Company" or "Tinexta"	Tinexta S.p.A., with registered office in Rome, Piazza Sallustio, 9, registered in the Corporate Registry of Rome under No. 1247386, VAT Code and Tax No. 10654631000.
"Subsidiary"	Each company controlled by Tinexta pursuant to Art. 93 of the Consolidated Finance Act.
"Consolidated Finance Act"	Law Decree No. 58 of 1998, as subsequently amended and integrated.

1. PLAN BENEFICIARIES

1.1 The name of the recipients who are members of the Board of Directors or of the management board of the issuer of financial instruments, of the companies controlling the issuer and of the companies directly or indirectly controlled by this

Based on the Plan proposal approved by the Board of Directors on 12 March 2021 on the indication of the Remuneration Committee, among others, the Executive Directors of the Company may be Beneficiaries of the Plan and will be identified by the Board of Directors, after hearing the opinion of the Remuneration Committee, following the approval of the Plan by the Shareholders' Meeting. Among the Beneficiaries, it is also possible that the Board of Directors will identify, in consideration of the position held, members of the administrative bodies of Subsidiaries.

At the date of the Information Document, the Plan had not yet been approved by the Shareholders' Meeting and therefore the names of the Beneficiaries could not be provided.

The name of the Beneficiaries and the other information required in Par. 1, Schedule 7, Annex 3A of the Issuers' Regulation shall be provided with the procedures and in the terms indicated in Art. 84-bis, Par. 5(a) of the Issuers' Regulation.

1.2 Categories of employees or professional service providers of the issuer of financial instruments and of the parent or subsidiary companies of that issuer

Based on the draft Plan approved by the Board of Directors on 12 March 2021 on indication of the Remuneration Committee, the Plan is also addressed to the management of the Company and/or the Companies of the Group. Based on the Plan Regulation, the Beneficiaries shall be identified at the unquestionable judgement of the Board of Directors, after hearing the opinion of the Remuneration Committee, among the Key Managers and/or other employees and managers of the Company and/or Group Companies holding positions believed to be relevant within the Group and with a significant impact on the creation of value for the Company, Group Companies and

shareholders.

At the date of the Information Document, the Plan had not yet been approved by the Shareholders' Meeting and therefore the information concerning the categories of employees included among the Beneficiaries could not be provided.

The information shall be integrated with the procedures and in the terms indicated in Art. 84-bis, Par. 5(a), of the Issuers' Regulation.

• 1.3 Names of the parties benefiting from the plan that belong to the groups indicated in point 1.3 (a), (b), (c) of Annex 3A, Schedule 7, of the Issuers' Regulation
• (a) General Managers of the issuer

At the date of the Information Document, the Plan had not yet been approved by the Shareholders' Meeting and therefore the names of the Beneficiaries could not be provided.

The information shall be integrated with the procedures and in the terms indicated in Art. 84-bis, Par. 5(a), of the Issuers' Regulation.

(b) Other Key Management of Issuer

Does not apply since the Company can be classified as an issuer of "a smaller size" pursuant to Art. 3, Par. 1(f), Regulation No. 17221, 12 March 2010.

(c) Natural parties controlling the issuer of shares, who are employed or provide their professional services to the issuer of shares

At the date of the Information Document, the Plan had not yet been approved by the Shareholders' Meeting and therefore the names of the Beneficiaries could not be provided.

The information shall be integrated with the procedures and in the terms indicated in Art. 84-bis, Par. 5(a), of the Issuers' Regulation.

1.4 Description and number, by category

(a) of the Key Managers other than those indicated in Par. 1.3(b)

At the date of the Information Document, the Plan had not yet been approved by the Shareholders' Meeting and therefore the information could not be provided.

The information shall be integrated with the procedures and in the terms indicated in Art. 84-bis, Par. 5(a), of the Issuers' Regulation.

(b) in the case of companies of "a smaller size", pursuant to Art. 3, Par. 1(f), of Regulation No. 17221, 12 March 2010, indication in the aggregate of all Key Managers of the issuer of financial instruments

At the date of the Information Document, the Plan had not yet been approved by the Shareholders' Meeting and therefore the information could not be provided.

The information shall be integrated with the procedures and in the terms indicated in Art. 84-bis, Par. 5(a), of the Issuers' Regulation.

(c) of any other category of employees or professional service providers for which differentiated characteristics of the plan were envisaged (for example, managers, middle managers, office employees etc.)

Based on the draft Plan approved by the Board of Directors on 12 March 2021, there are no categories of employees or professional service providers for which differentiated characteristics of the Plan were envisaged.

2. REASONS FOR THE ADOPTION OF THE PLAN

2.1 Objectives to be reached with the adoption of the Plan

The Company believes that the Plan, in line with the best market practices adopted by listed companies at the Italian and international level, represents an effective way to incentivise and promote the loyalty of those who hold key roles and employees to maintain and improve performance and contribute to increasing the sustainable growth and success of the Company and the Group.

Notably, by adopting the Plan, Tinexta intends to promote and pursue the following objectives:

• (i) to attract, retain and motivate professionals with the skills and experience required by their position in the Company;
• (ii) to link the total remuneration and in particular the incentive system for the Group's management and key Group employees to the performance of the Company and the creation of new value for the Tinexta Group, pursuing success in a sustainable manner;
• (iii) to direct key corporate resources towards strategies aimed at the pursuit of long-term results;
• (iv) to further develop retention policies aimed at promoting loyalty in key corporate resources and encouraging them to remain with the Company or the Tinexta Group; and
• (v) to further develop attraction policies towards talented managers and professional service providers to continue to develop and strengthen Tinexta's key and distinctive skills.

2.1.1 Additional information

Reasons and criteria according to which the Company sets the ratio between the Options Awarded and the other components of the total remuneration of the Beneficiaries refer to the need, on one hand, to reconcile the purposes of incentive and loyalty for the parties holding key positions, to maintain high and improve management performance and thus contribute to the sustainable growth and success of the Company and the Group, on the other hand, to provide these parties with total remuneration levels that are in line with the best market practices adopted by companies listed in Italy and abroad, as also acknowledged by the Corporate Governance Code.

The Plan is articulated over a long-term time horizon as this is believed to be appropriate to the achievement of the incentive and loyalty purposes pursued.

2.2 Key variables, also in the form of performance indicators considered for the purposes of the award of plans based on financial instruments

The Plan provides for the bonus award of Options to the Beneficiaries.

The Awarded Options shall become Vested Options, and can therefore be exercised by the Beneficiaries in the relevant Exercise Periods, only upon achievement of the specific performance targets linked to EBITDA ("Targets") and within the terms indicated in the tables provided below in Par. 2.2.1 of the Information Document.

2.2.1 Additional information

The number of Vested Options shall be calculated upon achievement of the Targets based on the following table.

EBITDA from the Company's consolidated financial statements as at 31 December 2023	% of Options Vested
> 80% and >100% (compared to approved financial statements value)	proportionately

< 80% (compared to approved financial	0%
statements value)

The achievement of the Targets will be verified by the Board of Directors of the Company, after hearing the opinion of the Remuneration Committee, following approval by the Shareholders' Meeting of the financial statements as at 31 December 2023.

If the minimum Target of 80% of EBITDA, compared to the value in the approved financial statements as at 31 December 2023, is not reached, the Options awarded shall expire and be considered to all intents and purposes extinguished.

2.3 Elements underlying the determination of the amount of the remuneration based on financial instruments, or the criteria for its determination

At the Award Date, the Board of Directors of the Company, after hearing the opinion of the Remuneration Committee, shall set the number of Options to be paid to each Beneficiary.

2.3.1 Additional information

The number of Options to be awarded to each Beneficiary shall be set by the Board of Directors, after hearing the opinion of the Remuneration Committee, evaluating the contribution to the implementation of the strategy and the achievement of the targets of new value creation of each Beneficiary, taking into account the strategic importance of the position held and the importance of the activities carried out within the Company and the Group.

In particular, the Board of Directors shall consider the following elements:

• importance of the position in the organisation;
• performance track of the holder of the position;
• critical importance of retention;
• organizational fit and trust;
• succession planning;
• skills and potential.
• 2.4 Reasons behind the decision, if any, to award compensation plans based on financial instruments not issued by the issuer of financial instruments, such as financial instruments issued by subsidiaries or parent companies or companies outside the group; if these instruments are not traded on regulated markets, information on the criteria used to calculate the value given to them

Does not apply since the Plan provides for the award to the Beneficiary of the right to receive without consideration Options that give the right to subscribe or buy Shares of the Company.

2.5 Considerations on significant tax and accounting implications that have affected the specification of the plans

At the date of this Information Document the Company was not aware of significant tax and accounting implications having affected the formulation of the Plan.

2.6 Any support for the plan by the special Fund for encouraging worker participation in companies, as set forth in Art. 4, Par. 112, Law No. 350, 24 December 2003

The Plan shall not receive any support by the special Fund for encouraging worker participation in companies, as

set forth in Art. 4, Par. 112, Law No. 350, 24 December 2003.

3. APPROVAL PROCESS AND SCHEDULE FOR THE AWARDING OF SHARES

3.1 Scope of powers and functions delegated by the Shareholders' Meeting to the Board of Directors for the implementation of the plan

On 12 March 2021, the Board of Directors of the Company, with the favourable opinion of the Remuneration Committee and the abstention of the Executive Directors, resolved to submit the Plan for approval to the Ordinary Shareholders' Meeting called for 27 April 2021.

The Shareholders' Meeting shall also be called to approve, among other things, the attribution to the Board of Directors of all powers needed or appropriate for the full and integral implementation to the Plan, including, by way of example and not limited to, all powers: (i) to approve, amend and/or integrate the Plan Regulation; (ii) to identify the Beneficiaries; (iii) to set the Exercise Price of the Options; (iv) to set the number of options to be awarded to each Beneficiary; (v) to award the Options to each Beneficiary; (vi) to draft and/or finalise all documentation needed or appropriate for the implementation of the Plan, as well as to carry out any act, fulfilment, formality, communication as needed or appropriate to manage and/or implement the Plan, with the right to delegate their powers, duties and responsibilities for its execution and application.

3.2 Specification of the parties appointed to manage the plan and their functions and responsibilities

If the Plan is approved by the Shareholders' Meeting, the responsibility for the execution of the Plan lies with the Board of Directors, which shall be appointed by the Shareholders' Meeting to manage and implement the Plan, making use of the Remuneration Committee as well as of the support of the Human Resources Department.

The operational management of the Plan shall be delegated to the Chairman of the Board of Directors, with the support of the relevant corporate units.

If a conflict of interest of the Chairman arises, the operational management of the Plan is entrusted to the Board of Directors jointly, after hearing the opinion of the Remuneration Committee.

A trust company may also be appointed to manage the Plan, based on a specific mandate granted by Tinexta and in compliance with the applicable Plan Regulation provisions.

3.3 Procedures in place for the review of the plans also in regard to any change in the underlying targets

Without prejudice to the powers of the Shareholders' Meeting in the cases specified by the law, the Board of Directors, after hearing the opinion of the Remuneration Committee, may at any time make changes to the Plan as appropriate:

• (i) to ensure the Plan's compliance with existing or proposed legislation; or
• (ii) to take into account any legislative change; or
• (iii) to improve the effectiveness of the Plan in accordance with its objectives, with no prejudice to the rights acquired by the Beneficiaries following the awarding of Options.
• 3.4 Description of the procedures used to verify the availability and the awarding of the financial instruments on which the plans are based (for example: bonus award of shares, capital increases with exclusion of preemptive rights, purchase and sale of treasury shares)

The Plan provides for the bonus award to Beneficiaries of Options allowing the purchase of treasury shares held by the Company and, if applicable, the subscription of newly issued shares of the Company in the ratio of No. 1 (one) Share for No. 1 (one) Option exercised.

Maximum total amount of Shares to be awarded to Beneficiaries for the execution of the Plan has been set at 300,000.

The exercise of the Options shall be conditional to the Beneficiary paying the Exercise Price, as calculated pursuant to Par. 4.19 of the Information Document. The Shares used to service the Plan may be shares purchased on the market and/or held by the Company for any other reason.

On April 28, 2020, the Company's Ordinary Shareholders' Meeting therefore approved a proposal to authorise the purchase and sale of ordinary treasury shares pursuant to Art. 2357 et seq. of the Italian Civil Code, as well as Art.132 of the Consolidated Finance Act.

The Company shall make available to the Beneficiaries the Options awarded to each in the terms and with the procedures set in the Plan Regulation.

The Shares used to service the Plan may also come from a share capital increase which may be presented for approval to the Extraordinary Shareholders' Meeting in compliance with the legal, regulatory and statutory provisions in force.

3.5 Role performed by each director in the specification of the characteristics of the aforementioned plans; any conflict of interest for the directors concerned

The characteristics of the Plan, to be presented for approval by the Shareholders' Meeting pursuant to Art. 114-bis of the Consolidated Finance Act on 27 April 2021, were specified jointly by the Board of Directors, with the Remuneration Committee providing support in terms of proposal and advice.

3.6 For the purposes of the requirements of Art. 84-bis, Par. 1, the date of the decision taken by the body with the power to propose the approval of the plans to the Shareholders' Meeting and of any proposal by the Remuneration Committee, if present

At the meeting held on 8 March 2021, the Remuneration Committee made its proposal concerning the Plan.

At the meeting held on 12 March 2021, the Board of Directors, with the favourable opinion of the Remuneration Committee and the abstention of the Executive Directors, resolved to submit the adoption of the Plan to the approval of the ordinary Shareholders' Meeting called for 27 April 2021.

At this meeting, on 12 March 2021, the Board of Directors therefore approved, with the favourable opinion of the Remuneration Committee, this Information Document and the report of the directors on the proposal for the approval of the Plan.

3.7 For the purposes of the requirements of Art. 84-bis, Par. 5(a), the date of the decision taken by the body with the power to award instruments and of any proposal made to this body by the Remuneration Committee, if present

The Plan has been submitted for approval to the ordinary Shareholders' Meeting called for 27 April 2021.

After the Shareholders' Meeting, if the Plan is approved, the Board of Directors shall meet to take the decisions relevant for the purposes of the implementation of the Plan.

The information shall be integrated with the procedures and in the terms indicated in Art. 84-bis, Par. 5(a), of the Issuers' Regulation.

3.8 Market price, recorded on these dates, of the financial instruments on which the plans are based, if traded on regulated markets

Noting that, at the date of this Information Document, the Plan has not yet been approved by the Shareholders' Meeting, the market price of the Shares was equal to €21.75 on 12 March 2021, the day when the Board of Directors approved the draft Plan.

3.9 In the case of plans based on financial instruments traded on regulated markets, in what terms and with

what procedures the issuer takes into account, when setting the schedule for the awarding of instruments in implementation of the plans, the possible coincidence in time between: (i) this award or any decisions taken in this regard by the remuneration committee, and (ii) the disclosure of any information relevant for the purposes of Art. 17, Regulation (EU) No. 596/2014; for example, if such information is: a. not already published and able of positively influencing market prices, or b. already published and able of negatively influencing market prices

The structure of the Plan, its conditions, duration and the procedures to award the Options currently do not make us believe that the awarding of the Options can be significantly influenced by any dissemination of information relevant for the purposes of Art. 17, Regulation (EU) No. 596/2014, being understood that the procedure to award the Options shall be carried out, in any case, in compliance with the disclosure obligations of the Company, to ensure transparency and equality of information to the market, as well as with the internal procedures adopted by the Company.

The Plan also provides that Beneficiaries cannot exercise the Options granted in the thirty calendar days before the publication of the financial statements and interim financial reports that the Company must make public pursuant to the legal and regulatory provisions in force at the time.

The Board of Directors, after hearing the opinion of the Remuneration Committee, may also provide for additional one-off blackout periods for the exercise of the Options, or modify the terms indicated in this paragraph in the case of significant legal or regulatory changes.

The Beneficiaries shall also be required to comply with the relevant regulatory provisions, with particular reference to the legislation on market abuse in regard to the activities for the exercise of the Options and the sale of the Shares obtained by exercising the Options awarded through participation in the Plan.

If the Beneficiary is found, even on a preliminary basis, guilty of a behaviour qualifying as abuse of privileged information or market manipulation pursuant to the Consolidated Finance Act and the Company's Internal Dealing Procedure, the violation shall result in the Beneficiary's automatic exclusion from the Plan and in the forfeiture of the Vested Options that have not been exercised.

4. CHARACTERISTICS OF THE INSTRUMENTS AWARDED

4.1 Description of the forms in which the compensation plans based on financial instruments are structured

The Plan provides for the granting of bonus Options which allow, under the conditions set out in the Plan regulations, the purchase and, if applicable, subscription of the Shares, settled by physical delivery. The Plan therefore provides for the granting of stock options.

Each number 1 (one) Awarded Option grants the Beneficiary the right to purchase and, if applicable, subscribe number 1 (one) Share with ordinary rights, after payment of the Exercise Price to the Company.

The exercise of the Options Awarded shall be conditional to the achievement of the Targets indicated in Par. 2.2 above and with the procedures described in Par. 4.2 below.

4.2 Indication of the period of effective implementation of the plan, making also reference to any different cycle envisaged

The Plan provides for the Options to be awarded by the Board of Directors after hearing the opinion of the Remuneration Committee.

The Plan provides for a single Option awarding cycle. The Board of Directors may provide for further awarding to additional Beneficiaries who join the Group during the period of validity of the Plan. Moreover, the Board may

award to additional Beneficiaries identified by this in the context of the Plan, in compliance with the terms and conditions of the Plan Regulation, the Options Awarded but not yet Vested and those eventually expired that become available again for the purposes of the Plan, following the conclusive loss by the Beneficiary of the right to exercise these Options as, for example, in the case of termination of the Relationship.

Awarded Options shall become vested - and therefore exercisable only if the Targets described in Par. 2.2 of the Information Document are achieved.

Vested Options can be exercised at the end of a 36-month Vesting Period from the Award Date. The length of the period is consistent with the incentive objective mentioned above and is aimed at ensuring a gradual creation of value.

The Plan, in fact, envisages a Vesting Period of 36 months from the Award Date of the Options and an Exercise Period between the Vesting Date and the Expiration Date during which the Beneficiary, in compliance with the provisions of the Plan, can exercise the Options.

Assuming the Targets described in Par. 2.2 above are achieved, the Vested Options may be exercised by the Expiration Date provided for in Par. 4.17 below.

4.3 Term of the Plan

The Plan shall be in force until the last term by which the Options can be exercised by the Beneficiary as provided in Par. 4.17 below.

Options not exercised by the Expiration Date shall be considered to be expired for all purposes and the Company shall be released from any obligation to the Beneficiary under the Plan.

The Plan shall in any case end at 31 December 2025, last term for the exercise of Vested Options.

4.4 The maximum number of financial instruments, also in the form of options, awarded in each tax year in regard to the parties identified by name or to the categories indicated

The Plan provides for the award of a maximum of 300,000 Options that give the right to buy and, if applicable, subscribe an equal maximum number of Shares.

The Plan does not provide for a maximum number of Options to be awarded in a tax year.

4.5 Procedures and clauses for the implementation of the plan, specifying whether the actual award of the instruments is subject to some conditions being met or some target being achieved, including performance targets; descriptions of these conditions and results

To take part in the Plan, each Beneficiary, at the time of the award of the Options, must:

• be in an employment relationship, for an indefinite period, or hold an administrative mandate;
• not have notified his/her intention to withdraw from the employment relationship or mandate;
• not be the recipient of a notice of dismissal or of withdrawal by the Company or of revocation of the mandate;
• not have agreed to the consensual termination of the employment relationship or professional service provision.

As regards the procedures and clauses for the implementation of the Plan, we refer to the provisions of the individual paragraphs of this Information Document. In particular, at the Award Date, the Board of Directors of the Company, after hearing the opinion of the Remuneration Committee, shall set the number of Options to be awarded to each Beneficiary according to the criteria indicated in Par. 2.3. above.

The awarding of Options to the Beneficiaries is without consideration, is not conditional to the achievement of

performance targets or linked to other key variables.

4.6 Indication of any restriction on availability of the instruments awarded or of the instruments resulting from the exercise of the options, with special reference to the terms within which the subsequent sale to the company itself or to third parties is allowed or prohibited

The Options and all the rights incorporated in these are strictly personal, nominative, non-transferable and nonnegotiable (with the exception, to some extent, of deathbed transmission); they are, therefore, unattachable and cannot be used to meet the debts or obligations assumed by each Beneficiary towards Tinexta or third parties.

Without prejudice to what is indicated below for Beneficiaries who are Key Managers or Executive Directors, the Shares acquired and, if applicable, subscribed by the Beneficiary with the exercise of the Options will be freely available and therefore freely transferable by the latter.

70% (seventy percent) of the Shares acquired and, if applicable, subscribed, as a result of the exercise of Vested Options by Beneficiaries holding the position of Executive Directors and by those who are Key Managers connected to the Company or a Subsidiary by a permanent employment relationship will be immediately available; 15% (fifteen percent) of the Shares acquired and, if applicable, subscribed, will be available after 12 (twelve) months from the date the Shares were received following the exercise of Vested Options; the remaining 15% (fifteen percent) of the Shares acquired and, if applicable, subscribed, will be available after 24 (twenty-four) months from the date they were received.

These Shares shall be subject to ownership restrictions and therefore may not be sold, transferred, exchanged or otherwise disposed of among living parties until the terms specified above have expired, except with the prior written authorisation of the Board of Directors, after hearing the opinion of the Remuneration Committee.

4.7 Description of any termination conditions concerning the award of the plans when the recipients carry out hedging transactions allowing them to neutralise any prohibition on the sale of the financial instruments awarded, also in the form of options, or of the financial instruments obtained by exercising these options

Does not apply, since no termination conditions are envisaged if the Beneficiary carries out hedging transactions.

4.8 Description of the effects of the termination of the employment relationship

In case of termination of the Relationship, the provisions of this paragraph (4.8) will apply, unless otherwise resolved by the Board of Directors in a more favourable sense for the Beneficiaries and without prejudice to the right of the Board of Directors, after hearing the opinion of the Remuneration Committee, to reach different agreements with the individual Beneficiary.

In case of termination of the Relationship due to a Good Leaver event, if the termination date precedes the end of the Exercise Period, the Beneficiary (or the heirs or legitimate successors of this) shall continue to have the right to exercise the Vested Options not yet exercised, in compliance with the Plan provisions, before the end of the Exercise Period. The Options Awarded but not yet vested are considered expired.

For the purposes of this provision, the notice period is not considered for the vesting and/or exercise of the Options.

In the case of termination of the Relationship due to a Bad Leaver event, the Beneficiary shall lose for good, starting from the termination of the Relationship, the right to exercise the Options (both those Awarded, and those Vested) not yet exercised. In these situations, no compensation and/or indemnity is due by Tinexta for any damage and prejudice incurred by the Beneficiaries.

It is understood that the following do not represent termination of the Relationship: (i) the natural end of the directorship followed by immediate renewal without interruption, (ii) the transfer of the Relationship to another company of the Group, and (iii) the termination of the Relationship and concomitant establishment of a new

Relationship with the Company or with another company of the Group.

Finally, it is understood that the Beneficiaries' right to exercise the Vested Options will in any case be suspended from the time a disciplinary sanction letter is posted to the time the disciplinary procedure ends.

Without prejudice to the provisions for the cases of Change of Control (see below), if, during the Vesting Period, the administration mandate (a) expires or (b) ceases due to the termination of the entire Board of Directors, and it is not renewed, the Options may be kept and exercised during the Exercise Period subject to the achievement of the Targets.

The Board of Directors, after hearing the opinion of the Remuneration Committee, has also the right to allow the Beneficiaries to exercise the Options, fully or in part, if the Relationship is terminated by mutual agreement between the parties, as well as the right to award the Options not exercised after the termination of the Relationship with one or more Beneficiaries to other Plan Beneficiaries or to other parties identified according to criteria set in the Plan, setting the corresponding terms for the vesting and exercising of the Options thus awarded.

If a "change in control" occurs after the Award Date, the Beneficiary is granted the right to continue to take part in the Plan with the procedures, conditions and terms of the Plan Regulations, unless different contractual terms are put in place by the party acquiring the control, or the right to exercise all the Awarded Options, even if the Vesting Period has not yet ended and regardless of the achievement of the Performance Targets.

For the purposes of the Plan, there is a "change in control" if a party or multiple parties acting in concert, directly or indirectly, acquire(s) an interest in the share capital of the Company such that:

(i) this party (or parties) acquire(s) an obligation to launch a mandatory public tender offer on the ordinary shares of the Company pursuant to the Consolidated Finance Act; or

(ii) this party (or parties) appoint(s) or dismiss(es) the majority of the directors of the Company.

In the case of unpaid leave, the Beneficiary will continue to have the rights granted by the Plan provided that work is resumed as specified by the provisions of the agreement regulating the leave. The Beneficiary shall lose the rights to the accrual of exercisable Options for the months of the leave period, on a prorata basis, calculated based on the days of leave taken with respect to the duration of the Plan, using the following formula:

x - y

------------------- * Awarded Options number = exercisable Options number x

where:

x= Days of Vesting Period

y= Days of leave taken

Example:

Awarded Options number 100,000 x= 36 months, that is 1095 days

y= 12 months, that is 365 days

1095 - 365

--------------------------- * 100,000 = 66,667

1095

In the event of termination of the employment relationship due to the conditions to receive retirement or old age

pension benefits being met during the Vesting Period, the Beneficiary shall keep the right to exercise the Vested Options conditional to the Targets being reached.

In the event of termination of the employment relationship due to recognition of invalidity pension benefits, the Beneficiary shall have the right to exercise all Options Awarded within one year from the termination of the relationship, regardless of the Targets being reached.

Without prejudice to what is stated above, the Board of Directors, after hearing the opinion of the Remuneration Committee, may decide, on a case-by-case basis, to grant the Beneficiary or his or her estate more favourable conditions.

4.9 Indication of any other cause for the cancellation of the plans

Besides what is indicated in other paragraphs of this Information Document, there is no other cause for the cancellation of the Plan.

4.10 Grounds for the potential inclusion by the company of a "redemption" clause for the financial instruments covered by the plans, pursuant to Art. 2357 et seq. of the Italian Civil Code; beneficiaries of the redemption, indicating whether this is intended only for certain categories of employees; effects of the termination of the employment relationship on this redemption

The Plan does not include clauses for the redemption by the Company.

The Plan provides for a "claw back" mechanism, which gives the right to the Company to demand the return, full or in part, of the Options Awarded but not yet exercised or the return of the Shares obtained by the Beneficiary through the exercise of the Vested Options or the return, full or in part, of the net profit made by the Beneficiary through the exercise of the Options, if the Board of Directors, after hearing the opinion of the Remuneration Committee, establishes, during the Plan and/or in the three years after the end of the Plan: (1) that the Targets have been calculated on data that have proved to be manifestly incorrect or that the data used to calculate the Targets have been maliciously altered; (2) that the Beneficiary has engaged in conduct which resulted in a significant loss for the Issuer, any company of the Group or the Group in general; (3) that the Beneficiary has engaged in fraudulent behaviour or gross negligence to the detriment of the Issuer, any company of the Group or the Group in general.

4.11 Any loan or other subsidy to be granted for the acquisition of shares pursuant to Art. 2358 of the Italian Civil Code

Does not apply since the Plan provides for the bonus award of Options and no loan or other subsidy is to be granted to Beneficiaries.

4.12 Assessment of the expected burden for the company at the date of the award, as calculated under the terms and conditions already specified, in terms of total amount, for each instrument of the plan

Does not apply as, at the date of this Information Document, the Plan has not yet been approved by the Shareholders' Meeting and, therefore, the Beneficiaries and the number of Options to be awarded to them have not yet been identified.

4.13 Any dilutive effect on the share capital resulting from the compensation plans

Does not apply. Due to the characteristics of the Stock Option Plan, its implementation does not have dilutive effects since, according to the current provisions, it would use Treasury Shares (already held or subsequently acquired by the Company).

4.14 Limits to the exercise of voting rights and the attribution of property rights

There are no limits to the exercise of voting rights and the attribution of property rights pertaining to the Shares

from the exercise of the Options.

4.15 If the shares are not traded on the regulated markets, information to be used for a complete assessment of the value to be given to them

Does not apply since the Shares are listed on the MTA, STAR Segment.

4.16 Number of financial instruments underlying each Option

Each number 1 (one) Option grants the Beneficiary the right to buy and, if applicable, to subscribe number 1 (one) Share.

4.17 Expiration of the options

The expiration of the Options is set to take place 48 months after the Award Date, i.e. December 31, 2025, by which date all Vested Option rights that have not expired must be exercised.

4.18 Exercise type (American/European), schedule (e.g. periods valid for the exercise) and clauses (for example, knock-in and knock-out clauses)

The Options, at the end of the Vesting Period indicated in Par. 4.2, shall have an American-style exercise and therefore exercise shall be possible any time before expiration.

For the exercise period of the Options we refer to Par. 4.2. above.

4.19 The exercise price of the option or the procedures and criteria for its calculation, in particular: a) the formula to calculate the exercise price in regard to a specific market price ("fair market value") (for example: exercise price equal to 90%, 100% or 110% of market price), and b) the procedures to calculate the market price taken as reference to calculate the exercise price (for example: last price of the day before the assignment, average of the day, average of the last 30 days, etc.)

The Exercise Price will be calculated by the Board of Directors, after hearing the opinion of the Remuneration Committee, based on the arithmetic average of the official prices recorded by the Company's Shares on the MTA in the six months before the Option Award Date.

This method corresponds to the market practice of listed companies in regard to the method adopted to set the exercise price of shares servicing stock incentive plans and was considered by the Board of Directors to be representative of the market price of the Shares.

4.20 Reasons for the difference in the exercise price with respect to the market price calculated as indicated in 4.19 (fair market value)

Does not apply. Reference should be made to Par. 4.19 above.

4.21 Criteria according to which different exercise prices are envisaged for different parties or different categories of recipients

Does not apply since the Plan provides for the same Exercise Price for all Beneficiaries.

4.22 If the financial instruments underlying the Options are not traded on regulated markets, value that can be attributed to the underlying instruments or criteria to calculate this value

Does not apply since the Shares underlying the Options are traded on the MTA, STAR Segment.

4.23 Criteria for the adjustments made necessary by one-off operations on capital and other transactions that involve a change in the number of underlying instruments (capital increases, extraordinary dividends, consolidation or splitting of underlying shares, mergers and spin-offs, conversion into other classes of shares, etc.)

In the case of one-off operations concerning Tinexta (such as, by way of example but not limited to, consolidation or splitting of Shares; bonus share issues by Tinexta; issues for a consideration of Shares, special share classes, shares with warrants, convertible bonds and convertible bonds with warrants; mergers and spin-offs involving Tinexta; extraordinary dividends distributed out of Tinexta's reserves; reductions in the share capital of Tinexta; transfers and contributions of business units) as well as legal or regulatory changes or other events likely to affect the Targets, Options, Shares or Plan, the Board of Directors, after hearing the opinion of the Remuneration Committee, shall have the right to make the amendments and integrations to the Plan deemed necessary and/or appropriate to keep the essential contents of the Plan as little changed as possible, in compliance with the objectives and purposes pursued and the economic and financial rights recognized by this.

These amendments and integrations may concern, among other things, the number and type of Shares object of the Options, the Exercise Price, the Targets, the Vesting Period, the Expiration Date and the Exercise Period.

The Board of Directors can also suspend the exercise of the Options for up to three months, so as to be able to make decisions in this regard.

The changes provided for in this paragraph, final and binding, shall be promptly communicated to the Beneficiaries in writing.

4.24 Remuneration plans based on financial instruments

The Table no. 1 provided for in Par. 4.24, Schedule 7, Annex 3A to the Issuers' Regulation shall be provided in the manner and within the terms indicated in Art. 84-bis, Par. 5(a) of the Issuers' Regulation.