Mexedia S p A : Consolidated Financial Report as at 31 december 2023

Contents

Letter from the Chairman

Dear Shareholders,

2023 has been an important year for our Group, and not only because of the signifcant economic and fnancial results, which have grown signifcantly in the past year, exceeding our already ambitious plans.

2023 was characterised by the achievement of our goals in terms of technology, supply and market alliances, which have given concrete meaning to our strategic vision, and demonstrating capabilities in terms of execution, clarity and market uptake.

Turnover growth was impressive, thanks in part to the full consolidation of the acquisitions made in the USA at the beginning of the year by the subsidiary Mexedia Inc.

The acquisition of the Baasbox company in July, with a company we had been working with for some time, has signifcantly consolidated our offer for the world of enterprise, bringing platforms, verticals and skills for advanced solutions in the feld of CRM and sales support. This was one of the pillars of our strategic growth line, and the initial fndings and responses from the market encourage us on the singularity of our offer and the added value transferable to customers.

The ongoing cooperation with the Maltese company Fortytwo, part of our galaxy of shareholders, has provided us with an outstanding tech platform for the messaging segment, and is fully integrated with the interfaces and voice systems of our proprietors. This has provided a concrete foundation for our ambition to play a leading role in the messaging segment, which offers signifcantly higher margins than voice-only traffc. The margins on our business as a whole have been signifcantly boosted by the volumes in the text segment, albeit from the second half of the year onwards.

2023 also saw a signifcant strengthening and expansion of our partnership and cooperation network in the Telco world, which is important both for supporting voice traffc but above all for intercepting the text volumes, the bulk of which is still held by these actors.

Much work has also gone into supporting Mexedia's positioning and knowledge in the capital market, with the publication of valuation documents by leading national and international frms, followed by numerous road shows in the various markets.

The opening of these new business channels has projected the entire Group into a new phase of development, characterised by Mexedia Spa's ability to gain market recognition not only as a holding company, but also as a tech company in its own right, thanks to an integrated offer of services with innovative, highly competitive content, entirely focused on the urgent demand for sustainability.

The decision taken to become a Beneft Company some time ago, is continuing to prove the right choice. This is one of the key elements of the Group's strategy, which is focused on environmental, social and governance aspects in growing the organisation as a tech company.

It is a strategy that will see the Company continue to grow over the next few years, as it moves towards a business model that is increasingly capable of delivering value for customers and for all stakeholders, in particular for our investors who are gaining confdence in the commitment shown by our management and team of professionals.

In 2023 the Mexedia Group consolidated its market position, increasing its consolidated turnover by 130% and EBITDA by 65%, during a year of strengthening and strategic repositioning.

In thanking our entire workforce, the management for the great work they have done, and the board of directors, who have supported us throughout this year, I am pleased to present to you the following annual fnancial report of the Group.

Elio Cosimo Catania

Chair of the Board of Directors

Mexedia S.p.A. Società Beneft

Management Report

Premessa

Foreword

The parent company Mexedia S.p.A. Società Beneft is a legal entity organised according to Italian legislation and, as allowed by Article 40 paragraph 2-bis of Legislative Decree 127/91, it draws up a Management Report, which is a single document for both the separate and the consolidated fnancial statements. The Report should be read together with the Accounting Statements and the related Notes, which form integral parts of the Consolidated Financial Statements and the Separate Financial Statements.

Noted that the criteria for measuring company performance (Revenues, EBITDA and EBIT), on the one hand, represent a key to interpreting the results not provided for by the IAS/IFRS and, on the other, must not be considered as replacing the indicators defned in those standards. In particular, with specifc reference to EBITDA which, as mentioned, is not identifed as an accounting measure in the context of IAS/IFRS, its quantitative determination may not be unambiguous. EBITDA is a measure used by the company's management to monitor and evaluate its economic and operating performance. Management believes that EBITDA is an important benchmark for measuring the company's operating performance, as it is not affected by tax effects, the amount and characteristics of capital employed, and related amortisation policies.

Mexedia S.p.A. Società Beneft has prepared and presented its "Consolidated Non-Financial Report" as a separate document (as provided for by Article 5 paragraph 1 letter b "Placement of the declaration and publication rules" in Legislative Decree 254 of 30 December 2016, concerning the disclosure of non-fnancial and diversity information by large companies and corporations").

This Consolidated and Separate Financial Report as at 31 December 2023 has been prepared in compliance with the IAS-IFRS accounting standards.

This report provides the main information about the economic, equity, fnancial and management situation of Mexedia S.p.A. Società Beneft and its Group.

The amounts in the diagrams, tables and notes are expressed in thousands of euros.

Corporate bodies and other positions

Board of Directors

Board of Statutory Auditors

External auditors

Other positions

Board of Directors

Pursuant to Article 15 of the Articles of Association, the Shareholders' Meeting held on 12 January 2021, set the number of members of the Board of Directors at fve, and the term of offce at three fnancial years - i.e. expiring on the date of the Shareholders' Meeting called to approve the fnancial statements for the year ending 31 December 2023. The current Board of Directors is composed as follows: Elio Cosimo Catania (Chair), Orlando Taddeo (Chief Executive Offcer), Paolo Bona (Managing Director), Letizia Macrì (Director) and Antonio Pisanelli (Director).

Internal Committees

Pursuant to Article 2381 of the Italian Civil Code and Article 20 of the company Articles of Association, the Company's Board of Directors, at its meeting on 10 February 2021, resolved to establish the following board committees, effective from the date of the Company's public listing: Appointments Committee, Remuneration Committee, Control, Risk and Sustainability Committee, Related Parties Committee. On 29 September 2022, following the conversion of Mexedia Spa into a Beneft Company, the Board of Directors authorised a review of the committees and the establishment of a new "Innovation and Sustainability" Committee, tasked with developing and implementing the company's beneft purpose. The reference to "sustainability" was thus removed from the name of the Risk Committee. It also incorporated the Appointments Committee and the Remuneration Committee into a single "Remuneration and Appointments" Committee; as a result, the composition of the Committees is as follows: the Appointments and Remuneration Committee (composed of directors Antonio Pisanelli - Chair, Letizia Macrì and Paolo Bona), the Risk Committee (composed of directors Letizia Macrì - Chair, Antonio Pisanelli and Paolo Bona), the Related Parties Committee (composed of directors Letizia Macrì - Chair, Antonio Pisanelli and Paolo Bona), and the Innovation and Sustainability Committee (composed of directors Letizia Macrì - Chair, Antonio Pisanelli and Paolo Bona).

Board of Statutory Auditors

Pursuant to Article 23 of the Articles of Association of Mexedia S.p.A. SB, the Company's Board of Statutory Auditors consists of three standing auditors and two alternate auditors elected by the Shareholders' Meeting.

The Board of Statutory Auditors in offce on the date of approval of this Report is composed of Ulderico Granata (Chair), Stefano Di Natale and Pierfrancesco Argentino (Standing Auditors), Cinzia Agnelli and Giorgio Giulianelli (Alternate Auditors); it will remain in offce until the date of the Shareholders' Meeting called to approve the fnancial statements as of 31 December 2023.

External Audit

The independent auditors in charge of the external audit of the accounts is RB Audit Italia S.r.l., with registered offce in Rome, Via Nairobi 40, registered in the Rome Business Register with number and tax code 08110871004, Economic Administrative Index number RM-1074534, registered in the Register of External Auditors at No. 135061.

The Shareholders' Meeting on 12 January 2021 appointed the auditing frm for a period of 3 years.

Supervisory Body

Pursuant to Legislative Decree 231/2001 and Article 4 of the Organisation, Management and Control Model adopted by the Company, the Board of Directors has appointed a Supervisory Body (SB).

A member of the SB must possess skills in auditing, consulting, or have knowledge of specifc techniques, suitable to guarantee the effectiveness of the control powers and the propositional power delegated to them. The SB remains in offce for three years or until the appointment of a new SB, regardless of the expiry or possible early dissolution of the Board of Directors that appointed it.

The SB currently in offce was appointed by the Board of Directors on 28 June 2023, in the person of Mr Antonio Demitry, and will remain in offce until the date of approval of the fnancial statements for the year ending 31 December 2023.