Shareholders’ Meeting approves 2025 financial statements and confirms Board of Directors and Board of Statutory Auditors

Milan, 29 Aprile 2026 - 18:30

The Shareholders' Meeting of TXT e-solutions SpA ("TXT"), held today in ordinary session under the

chairmanship of Enrico Magni:

• examined and approved the draft financial statements as of 31 December 2025. Consolidated net profit for 2025 amounted to €25.3 million, up +58.8% compared to €15.9 million in 2024. Consolidated net revenues amounted to €394.3 million, up +29.5% compared to €304.5 million in 2024. Consolidated EBITDA amounted to €60.0 million, up +53.3% compared to €39.2 million in 2024.

• resolved to allocate the net profit to retained earnings reserves. It approved the distribution of an ordinary dividend of €0.35 for each ordinary share with a nominal value of €0.50 outstanding (excluding treasury shares), payable from 20 May 2026, with record date on 19 May 2026 and ex-dividend date on 18 May 2026.

• approved the first section of the Report on the remuneration policy pursuant to paragraphs 3, 3-bis and 3-ter of Article 123-ter of Legislative Decree no. 58/1998.

• approved the second section of the Report on the remuneration policy pursuant to paragraphs 4 and 6 of Article 123-ter of Legislative Decree no. 58/1998.

• renewed, for a period of 18 months, the authorisation to purchase treasury shares for the purposes permitted under the applicable legislation in force, up to a maximum of 20% of the share capital. The purchase price of each treasury share shall be no less than €0.50 (corresponding to the nominal value) and no more than the stock market price recorded on the trading day preceding each individual transaction, increased by no more than 10%, and in any case within the maximum limits provided for by applicable regulations. The disposal of

  the shares may take place at a consideration not lower than their nominal value. As of 28 April 2026, TXT holds 442,073 treasury shares, equal to 3.40% of the issued shares.

• determined that the Board of Directors shall comprise 7 members, setting their term of office at three financial years, until the approval of the financial statements as of 31 December 2028, and establishing their respective remuneration.

• appointed the Board of Directors, in continuity with the outgoing one, composed of: Enrico Magni, Matteo Magni, Daniele Stefano Misani, Nicola Cordone and Antonella Sutti (independent), belonging to the majority slate submitted by the shareholder Laserline SpA, holder of 3,853,081 ordinary shares (29.6% of the share capital), elected with 75.8% of the ordinary shares represented at the Meeting (equal to 40.9% of the share capital); and Antonietta Ari-enti (independent) and Michela Costa (independent), belonging to the minority slate submitted by a group of funds jointly holding 722,368 ordinary shares (5.6% of the share capital), elected with 22.0% of the ordinary shares represented at the Meeting (equal to 11.9% of the share capital).

• confirmed the appointment of Enrico Magni as Chairman of the Board of Directors.

• appointed the Board of Statutory Auditors in continuity with the outgoing one, which will remain in office for three financial years, until the approval of the financial statements as of 31 December 2028 and determined the relevant remuneration. The Board of Statutory Auditors is composed of: Francesco Maria Scornajenchi (Chairman) and Edda Delon (alternate auditor), belonging to the minority slate submitted by a group of funds jointly holding 722,368 ordinary shares (5.6% of the share capital), elected with 26.4% of the ordinary shares represented at the Meeting (equal to 14.3% of the share capital); and Franco Vergani (standing auditor), Giada D'Onofrio (standing auditor), Fabio Maria Palmieri (alternate auditor) and Elis-abetta Bombaglio (alternate auditor), belonging to the majority slate submitted by the shareholder Laserline SpA, holder of 3,853,081 ordinary shares (29.6% of the share capital), elected with 70.8% of the ordinary shares represented at the Meeting (equal to 38.2% of the share capital).

"Over recent years, TXT has recorded a solid and consistent growth path, culminating in 2025 with an exceptional strengthening of all its key economic and financial indicators," commented the Chairman Enrico Magni. "These results are the outcome of a clear strategic vision and a strong, shared commitment at every level of the Group. We look to the

next three years with renewed confidence, supported by a tangible pipeline of opportunities and by a Board of Directors which, in continuity with the previous mandate, will continue to ensure the high level of managerial and strategic quality that has enabled the achievement of these milestones. With discipline, cohesion and a focus on execution, we will work to further strengthen TXT's positioning and seize new development oppor-tunities."

The Manager in charge of drawing up the corporate accounting documents, Marcello Bussolin, hereby declares, pursuant to art. 154-bis, paragraph 2 of Legislative Decree no. 58 of 24 February 1998, that the accounting information contained in this press release corresponds to the documented results, books and accounting records.

As from today, this press release is also available on the Company's website

https://www.txtgroup.com.

TXT is an international IT Group, end-to-end provider of consultancy, software services and solutions, supporting the digital transformation of customers' products and core processes. With a proprietary software portfolio and deep expertise in vertical domains, TXT operates across different markets, with a growing footprint in Aerospace, Aviation, Defense, Industrial, Government and Fintech. TXT is headquartered in Milan and has subsidiaries in Italy, Germany, the United Kingdom, France, Switzerland, Canada, Singapore and the United States of America. The holding company TXT e-solutions S.p.A, has been listed on the Italian Stock Exchange, STAR segment (TXT.MI), since July 2000.

Marcello Bussolin - CFO Tel. +39 02 257711

infofinance@txtgroup.com

Andrea Favini - IR Tel. +39 02 257711

infofinance@txtgroup.com

PEC txtesolutions@legalmail.it, C.F./P.IVA/Registro delle Imprese di Milano, Monza Brianza e Lodi n. 09768170152, Capitale Sociale € 6.503.125,00 i.v. www.txtgroup.com