Tinexta S p A : Annual Financial Report

Annual Financial

Report as at

31/12/2022

This English version of Tinexta's 2022 Annual Financial Report 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. Only the original text in Italian language is authoritative and constitutes the official version which is compliant with the provisions of the Commission Delegated Regulation (EU) 2019/815.

CONTENTS
COMPANY DATA and COMPOSITION OF CORPORATE BODIES	4
SUMMARY OF GROUP RESULTS	5
LETTER TO SHAREHOLDERS	6
DIRECTORS' REPORT ON OPERATIONS	8
INTRODUCTION	8
GROUP ACTIVITIES	8
ECONOMIC CONTEXT	15
KEY EVENTS OF THE PERIOD	18
DEFINITION OF "NON-GAAP" ALTERNATIVE PERFORMANCE INDICATORS	26
SUMMARY OF 2022 RESULTS	28
SUMMARY OF RESULTS FOR THE FOURTH QUARTER OF 2022	36
STATEMENT OF FINANCIAL POSITION OF THE GROUP	42
RESULTS OF THE PARENT COMPANY	49
ECONOMIC RESULTS OF THE PARENT COMPANY	49
BALANCE SHEET AND FINANCIAL POSITION OF THE PARENT COMPANY	50
KEY EVENTS SUBSEQUENT TO YEAR-END	53
BUSINESS OUTLOOK	55
TREASURY SHARE PURCHASE PROGRAMME	55
2020-2022 STOCK OPTION PLAN	56
2021-2023 STOCK OPTION PLAN	57
HUMAN RESOURCES	58
MAIN RISKS AND UNCERTAINTIES	59
INFORMATION ON THE ENVIRONMENT	62
INFORMATION ON CORPORATE GOVERNANCE	62
TRANSACTIONS WITH RELATED PARTIES	62
RESEARCH & DEVELOPMENT	63
STOCK PERFORMANCE	66
STATEMENT OF RECONCILIATION OF SHAREHOLDERS' EQUITY/NET PROFIT
OF THE PARENT COMPANY WITH CONSOLIDATED FIGURES	67
PROPOSED ALLOCATION OF THE 2022 PROFIT OF TINEXTA S.P.A	68
CONSOLIDATED FINANCIAL STATEMENTS 2022	69
Statements and Notes	69

Information on the Statement of Financial Position	134
Information on the Comprehensive Income Statement	166
Additional information	177
SEPARATE FINANCIAL STATEMENTS 2022	187
Statements and Notes	187
Separate Financial Statements of Tinexta S.p.A	188
Notes to the Separate Financial Statements as at 31 December 2022	192
Information on the Statement of Financial Position	216
Information on the Comprehensive Income Statement	236
Additional information	243
Certification of the Consolidated Financial Statements of Tinexta Group at 31
December 2022 pursuant to Art.154 bis, paragraph 5 of the Legislative Decree
No.58/1998 (Testo Unico della Finanza)	252
Certification of the Separate Financial Statements of Tinexta S.p.A. at 31
December 2022 pursuant to Art. 154 bis of Italian Legislative Decree No.58/1998
(Testo Unico della Finanza)	253
Independent Auditors' Report on the Consolidated Financial Statements	254
Independent Auditors' Report on the Separate Financial Statements	260
Report of the Board of Statutory Auditors	265

COMPANY DATA and COMPOSITION OF CORPORATE BODIES

Parent Company's Registered Office

TINEXTA S.p.A.

Piazza Sallustio 9

00187 Rome - Italy

Statutory Information about the Parent Company

Share capital resolved, subscribed and paid-in €47,207,120 Rome Corporate Registry no. RM 1247386

Tax ID and VAT no. 10654631000 Institutional website www.tinexta.com

Corporate bodies currently in office
Board of Directors
Enrico Salza	Chairman
Riccardo Ranalli	Deputy Chairman
Pier Andrea Chevallard	Chief Executive Officer
Laura Benedetto	Director
Eugenio Rossetti	Director (independent)
Valerio Veronesi	Director (independent)
Elisa Corghi	Director (independent)
Paola Generali	Director (independent)
Caterina Giomi	Director (independent)
Laura Rovizzi	Director (independent)
Gianmarco Montanari	Director (independent)
Control, Risks and Sustainability Committee
Eugenio Rossetti	Chairman
Riccardo Ranalli
Laura Rovizzi
Related Party Committee
Valerio Veronesi	Chairman
Paola Generali
Caterina Giomi
Remuneration Committee
Elisa Corghi	Chairman
Laura Benedetto
Gianmarco Montanari
Board of Statutory Auditors
Luca Laurini	Chairman
Andrea Bignami	Standing Auditor
Monica Mannino	Standing Auditor
Maria Cristina Ramenzoni	Alternate Auditor
Independent Auditors
KPMG S.p.A.

Manager responsible for the preparation of the corporate accounting documents

Nicola Di Liello

Registered and operating headquarters	Operating headquarters
Piazza Sallustio 9 - 00187 Rome	Via Meravigli, 7 - 20123	Milan
	Piazza Luigi Da Porto, 3	- 35131 Padua
	Via Principi d'Acaia, 12 - 10138 Turin

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Tinexta S.p.A. - 2022 Annual Financial Report

SUMMARY OF GROUP RESULTS

Summary income statement data	2022	2021			Change	%
(Amounts in thousands of Euro)			Restated1			change
Revenues		357,163			301,546		55,618		18.4%
EBITDA	86,294	71,317		14,977	21.0%
Adjusted EBITDA		94,758			76,477			18,281		23.9%
Operating profit	51,613	44,989		6,624	14.7%
Adjusted operating profit		77,573			61,122			16,451		26.9%
Net profit from continuing operations	32,601	28,711		3,890	13.5%
Adjusted net profit from continuing operations		52,368			40,315			12,053		29.9%
Profit from discontinued operations	45,527	9,964		35,563	356.9%
Net profit		78,128			38,675			39,453		102.0%
Free cash flow	48,661	56,375		-7,714	-13.7%
Free Cash Flow from continuing operations		40,013			49,744			-9,731		-19.6%
Adjusted Free Cash Flow from continuing operations	49,456	52,265		-2,809	-5.4%
Earnings per Share (in Euro)		1.65				0.81			0.84		103.1%
Earnings per share from continuing operations (in Euro)	0.62		0.61		0.01	2.4%
Dividend		23,260			13,802			9,458		68.5%
Dividend per Share (in Euro)	0.51		0.30		0.21	70.0%
		4th			4th
Summary income statement data			quarter			%
	quarter			Change
(Amounts in thousands of Euro)		2021				change
2022
			Restated2
Revenues	110,494			94,518		15,977	16.9%
EBITDA	37,420		27,522		9,899	36.0%
Adjusted EBITDA	39,979			29,504		10,475	35.5%
Operating profit	27,984		19,998		7,986	39.9%
Adjusted operating profit	35,030			25,204		9,826	39.0%
Profit from continuing operations	17,868		13,413		4,454	33.2%
Adjusted net profit from continuing operations	24,770			17,678		7,092	40.1%
Profit from discontinued operations	62		1,370		-1,308	-95.5%
Net profit	17,929			14,783		3,146	21.3%
Free cash flow	25,514		26,712		-1,198	-4.5%
Free Cash Flow from continuing operations	23,898			28,900		-5,003	-17.3%
Adjusted Free Cash Flow from continuing operations	26,428		31,421		-4,993	-15.9%

1. The comparative figures of 2021 have been restated in relation to the completion, in the second quarter of 2022, of the activities to identify the fair values of the assets and liabilities of Forvalue S.p.A., consolidated on a line-by-line basis from 1 July 2021 and Financial Consulting Lab S.r.l., consolidated on a line-by-line basis from 1 October 2021, and in connection with the completion, in the fourth quarter of 2022, of the activities to identify the fair values of the assets and liabilities of CertEurope S.A., consolidated on a line-by-line basis from

1. November 2021. The comparative figures for 2021 have also been restated due to the reclassification of the Credit Information & Management division's discontinued operations as a result of the conclusion of binding agreements for the sale, as disclosed in Note 13 Discontinued Operations to the Consolidated Financial Statements.
2. The comparative figures of fourth quarter 2021 have been restated in relation to the completion, in the second quarter of 2022, of the activities to identify the fair values of the assets and liabilities of Forvalue S.p.A., consolidated on a line-by-line basis from 1 July 2021 and Financial Consulting Lab S.r.l., consolidated on a line-by-line basis from 1 October 2021, and in connection with the completion, in the fourth quarter of 2022, of the activities to identify the fair values of the assets and liabilities of CertEurope S.A., consolidated on a line-by- line basis from 1 November 2021. The comparative figures for the first half of 2021 have been restated due to the reclassification of the Credit Information & Management division's discontinued operations as a result of the conclusion of binding agreements for the sale, as disclosed in Note 13 Discontinued Operations to the Consolidated Financial Statements.

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Tinexta S.p.A. - 2022 Annual Financial Report