Tessellis S p A : First-Half Consolidated Financial Report as at 30 June 2023

Tessellis Group

Half-Year Consolidated Financial Report as at 30 June 2023

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The Board of Directors of Tessellis S.p.A. authorised the publication of this document on 28 September 2023. This file is available on the Internet at www.tessellis.it.

Tessellis S.p.A.

Registered office in Cagliari, località Sa Illetta, SS195 Km 2.3 Share Capital EUR 185,513,965.37

Cagliari Company Register and VAT no. 02375280928 R.E.A. - 191784

Length of the duration of the company: termination date 31 December 2050

Relazione finanziaria semestrale consolidata al 30 giugno 2023

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Consolidated Half-Year Financial Report as at 30 June 2023

2 Alternative Performance Indicators

In this report on operations, in addition to the conventional indicators provided for by IFRS, a number of alternative performance indicators are present (EBITDA) used by the management of the Tessellis Group for monitoring and assessing the operational performance of the Group. This indicator should not be considered a substitute for the profitability measures established by IFRS; in particular, since the composition of the EBITDA and is not regulated by reference accounting standards, the calculation criteria applied by the Tessellis Group might not be the same as that adopted by other operators and therefore this alternative performance indicator might not be comparable.

In line with CONSOB communications on the subject, the criteria used for the construction of the Tessellis Group's alternative EBITDA performance indicator are provided below, indicating, in addition to the accounting amount, the amount adjusted for pro-forma effects and the amount adjusted for the effects of PPA. It should be noted that these figures have not been audited.

EBITDA determination table

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Consolidated Half-Year Financial Report as at 30 June 2023

3 Directors and Statutory Auditors

Board of Directors

The Board of Directors was appointed by the Shareholders' Meeting held on 16 May 2022, and is in office until the approval of the Financial Statements as at 31 December 2024:

Chairman: Renato Soru (#)

CEO: Davide Rota (#)

Maurizia Squinzi (*) (1) (2) (3)

Serena Torielli (*) (1) (2) (3)

Sara Testino (*) (1) (2) (3)

Andrew Theodore Holt (**)

Jeffrey Robert Libshutz (**)

(*) Independent Directors

1. Co-optedby the Board of Directors on 26 April 2023, following the resignation of directors Alberto Trondoli and Cristiana Procopio, and confirmed by the Shareholders' Meeting held on 12 June 2023; the term of office of the aforementioned Directors is aligned with that of the remaining members of the Board of Directors, therefore until the Shareholders' Meeting called to approve the Financial Statements as at 31 December 2024.
   (#) The Chairman of the Board is the legal representative of the Company, the CEO has powers of ordinary and extraordinary administration, to be jointly or severely exercised, in compliance with the powers conferred by resolution of the Board of Directors dated 16 May 2022
   (1) Control and Risks Committee
   (2) Appointments and Remuneration Committee
   (3) Related Party Transactions Committee

Board of Auditors

The Board of Auditors was appointed by the Shareholders' Meeting held on 24 June 2021, and shall remain in office until the approval of the financial statements as at 31 December 2023:

Statutory Auditors: Andrea Borghini (*)

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