Nexi S p A : Key information (the “key information”) pursuant to article 122 of Legislative Decree dated February 24, 1998 no. 58 (the “cfa”) and article 130 of the Regulation adopted with Consob resolution no. 11971 on May 14, 1999 (the “Issuers' Regulations”).

KEY INFORMATION (THE "KEY INFORMATION") PURSUANT TO ARTICLE 122 OF LEGISLATIVE DECREE DATED FEBRUARY 24, 1998 NO. 58 (THE "CFA") AND ARTICLE 130 OF THE REGULATION ADOPTED WITH CONSOB RESOLUTION NO. 11971 ON MAY 14, 1999 (THE "ISSUERS' REGULATIONS")

NEXI S.P.A.

The key information below is an update, pursuant to and in accordance with Article 131 of the Issuers' Regulations, of the key information last published on December 13, 2025. Below, in bold underlined type, are the parts added or reformulated with respect to the text of the key information published on December 13, 2025.

On 30 December 2024 CDP Equity S.p.A., CDPE Investimenti S.p.A., on a side, AB Europe (Luxembourg) Investment S.à r.l., Eagle (AIBC) & CY SCA, Neptune (BC) S.à r.l. (in liquidation), Mercury UK Holdco Limited, on another side and Evergood H&F Lux S.à r.l., on another side (collectively the Parties, and each, individually, a Party), entered into a shareholders' agreement (the Shareholders' Agreement) relating to the governance of Nexi S.p.A. (Nexi) to renew and amend certain provisions of the shareholders' agreement executed on 16 December 2021 (which - upon expiry of the its three-year term - expired on 31stDecember 2024) (the Original Shareholders' Agreement), with the aim of ensuring continuity with the principles of corporate governance set out in the Original Shareholders' Agreement. The Shareholders' Agreement became effective on 1stJanuary 2025 (the Effective Date).

1. Type of Shareholders' Agreement

   The Shareholders' Agreement contains provisions falling within scope of Article 122, paragraphs 1 and 5, letters a), b) and d) of the CFA, as further described in this Key Information.

2. Company whose financial instruments are subject to Shareholders' Agreements

   The company whose financial instruments are subject to the Shareholders' Agreement is Nexi S.p.A., a company with registered office at Corso Sempione no. 55, Milan, number of registration with the Companies' Register of Milan, Monza Brianza, Lodi and Tax Code 09489670969 and VAT number 10542790968, whose ordinary shares are admitted to negotiation on Euronext Milan, a regulated market organised and managed by Borsa Italiana S.p.A.

3. Voting rights related to the total number of shares granted

   All Nexi's shares held by the Parties from time to time shall be subject to the Shareholders' Agreement.

   The table below provides information on the shareholdings held by the Parties as at the date hereof.

   Shareholder	% of the share capital	Number of shares
   Mercury UK Holdco Ltd.	3.16 0.01%	37,030,736 124,967
   Neptune (BC) S.à r.l. (in liquidation)	0%	0
   AB Europe (Luxembourg) Investment S.à.r.l.	2.24%	26,280,114
   Eagle (AIBC) & CY SCA	6.78%	79,550,588
   CDP Equity S.p.A. and CDPE Investimenti S.p.A.	19.14% of which:	224,462,237 of which: - 224,462,237 of CDP Equity S.p.A.
   		- 0 of CDPE Investimenti S.p.A.
   Evergood H&F Lux S.à.r.l.	22.23%	260,644,146

   • 19.14% of CDP Equity S.p.A.

   • 0% of CDPE Investimenti S.p.A.

   Total

   53.5650.40%

   627,967,821 591,062,052

4. Parties to the Shareholders' Agreement

   The parties to the Shareholders' Agreement are as follows:

   1. CDP Equity S.p.A., a joint stock company ("società per azioni"), incorporated and existing under the laws of Italy, with registered office in Milan, at Via San Marco no. 21A, capital stock equal to Euro 2,890,583,470.00 fully paid-in, fiscal code, VAT and Milan-Monza-Brianza-Lodi Companies' Register no. 07532930968 (CDPE);

   2. CDPE Investimenti S.p.A., a joint stock company ("società per azioni"), incorporated and existing under the laws of Italy, with registered office in Milan, at Via San Marco no. 21A, capital stock equal to Euro 200,000.00 fully paid-in, fiscal code, VAT and Milan-Monza-Brianza-Lodi Companies' Register no. 08699370964 (CDPEI);

   3. AB Europe (Luxembourg) Investment S.à r.l., a "société à responsabilité limitée", incorporated and existing under Luxembourg law, with registered office at 2 4, rue Beck, L 1222 Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) under number B218765 (AB Europe);

   4. Neptune (BC) S.à r.l. (in liquidation), a "société à responsabilité limitée", incorporated and existing under Luxembourg law, with registered office at 13, rue Edward Steichen L-2540 Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) under number B218703 (Neptune);

   5. Eagle (AIBC) & CY SCA, a "société en commandite par actions", incorporated and existing under Luxembourg law, with registered office at 2 4, rue Beck, L 1222 Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) under number B211906 (Eagle SCA and, together with AB Europe and Neptune, the AB Investors);

   6. Mercury UK Holdco Limited, a private limited company, incorporated and existing under the laws of England and Wales, with registered seat in London, at 32, Curzon Street, W1J7WS , registered with the England and Wales Companies' Registry (Companies House) under no. 0963808 (Mercury); and

   7. Evergood H&F Lux S.à r.l., a "société à responsabilité limitée", incorporated and existing under Luxembourg law, with registered office at 15, boulevard F.W. Raiffeisen, L 2411 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) under number B225755 (the H&F Investor).

5. Content of the Shareholders' Agreement

   1. No separate agreements and no mandatory tender offer obligations

      Each Party confirms and undertakes that it and its Affiliates (as defined in the Shareholders' Agreement) are not parties to - and shall not enter into - any shareholders' agreement relating to Nexi other than: (i) the Shareholders' Agreement; (ii) the shareholders' agreement among the shareholders of Mercury entered into on March 11, 2019, as subsequently amended or supplemented, relating to Mercury and Nexi; (iii) the shareholders' agreement among Mercury, the AB Investors and the H&F Investor entered into on November 15, 2020, as subsequently amended or supplemented, and automatically renewed as of 1 July 2024, relating to Nets Topco 1 S.à r.l. and Nexi; (iv) the Management Sell- Down Letter (as defined in the shareholders' agreement referred in paragraph (iii) above), as subsequently amended or supplemented; (v) any shareholders' agreement entered into (or to be entered into) among CDPE and one or more strategic partners in the context of the transfer of CDPE's shares in Nexi to one or more newly incorporated persons, in accordance with the terms of the Shareholders' Agreement; (vi) any shareholders' agreement entered into (or to be entered into)

      among the H&F Investor and its current or future shareholders in their capacity as shareholders of the H&F Investor to the extent these agreements do not concern directly or indirectly the governance of Nexi.

      For the entire duration of the Shareholders' Agreement, each Party undertakes to the others that it: (a) shall not, (b) shall procure that its Affiliates (as defined in the Shareholders' Agreement) do not, and (c) shall use all reasonable endeavours to procure that any other person acting in concert with it or any of its Affiliates (as defined in the Shareholders' Agreement) does not, trigger an obligation to launch a mandatory public tender offer over the shares of Nexi on any of the Parties, either severally or jointly (including as a result of the acquisition of any shares or the execution of any shareholders' agreement). In such respect, each Party undertakes to keep: (i) promptly informed the other Parties of any acquisition or transfer of shares of Nexi or the execution of any shareholders' agreement relevant for the above, and (ii) fully harmless and indemnified the other Parties from any liability which the latter may suffer as a result of such Party having caused the triggering of the obligation to launch any mandatory public tender offer over the shares of Nexi for any or all the other Parties.

   2. Key Governance Principles

      The Parties mutually agree on their common purpose and strong intention that Nexi: (i) continues to be listed on Borsa Italiana acting as an Italian relevant player in the highly competitive European digital payment industry in partnerships with all the primary banks; (ii) is not individually or jointly controlled by any of the Parties (and none of them is in the position to exercise direction and control (direzione e coordinamento) over Nexi, together with its, direct and indirect, subsidiaries (the Group)); (iii) maintains an efficient corporate governance pattern, in compliance with, and leveraging on, the best practices and standards of governance applicable to domestic and foreign public listed companies of comparable size; (iv) remains an excellence also in terms of people management and ability to retain and attract the best talents; and (v) achieves - also through M&A transactions - a rapid growth in the consolidating European payments ecosystem.

      Each Party shall exercise its voting and other rights as a shareholder of Nexi in order to give full effect to the provisions of the Shareholders Agreement and, to the extent that such Party has appointed a director, shall procure - to the maximum extent permitted under applicable law and within the limits provided in the Shareholders' Agreement - that any director designated by such Party (but excluding any independent director) shall, subject to his/her fiduciary duties, exercise the voting rights, as well as any other power and authority granted to him/her/them, in order to give full effect to the provisions of the Shareholders' Agreement.

      Any and all rights of CDPEI contained in the Shareholders' Agreement shall be exercised in accordance with the corporate governance of CDPEI. CDPE shall procure that, for the entire duration of the Shareholders' Agreement: (i) CDPE will be the sole direct controlling shareholder of CDPEI, (ii) the directors of CDPEI will be designated by CDPE. CDPE and CDPEI will procure that, for the entire duration of the Shareholders' Agreement, no veto rights and/or qualified majorities and/or other rights exist (or will exist) in relation to the corporate governance of Nexi by operation of the respective by-laws and/or by any contractual arrangements between them.

      The Parties agree that the Group shall be managed by a highly specialised management team which shall be well received by the institutional investors, leveraging on the professionalism at the various organisational level of the internal resources of Nexi, as existing at the date of the Shareholders' Agreement. In particular, the management team will be identified by the chief executive officer of Nexi: (a) in accordance with the best practices for listed companies of comparable size and in line with the relevant principles and guidelines, as well as (b) taking into due account the competences and professional skills - as existing at the level of Nexi, at the date hereof - for the future growth of Nexi.

   3. Resolutions of the Shareholders' Meeting and Board of Directors' of Nexi

      For purposes of this Key Information, Reserved Matters shall have the following meaning:

      1. any amendments to the constitutional documents (including the by-laws (the By-Laws)) of Nexi or any Material Subsidiary (including any change to the name of Nexi, or any change as a result of reduction

         of the share capital, merger or demerger (other than among wholly owned entities of the Group or among such entities and Nexi), or transformation), where Material Subsidiary shall mean (for the purposes of the Reserved Matters) any Affiliate of Nexi whose turnover in the 12 (twelve) months preceding the Effective Date has counted for more than 5% (five percent) of the overall turnover of the Nexi group;

      2. any acquisition by Nexi of its own shares from the shareholders, which is not carried out pro-rata with respect to all the shareholders;

      3. any capital increase of Nexi or any subsidiary reserved to third parties with the exclusion or limitation of the legal option rights of the shareholders, other than capital increases which are instrumental to LTI or other management incentive/option plans;

      4. any liquidation, dissolution (or similar procedure) of Nexi or any Material Subsidiary;

      5. any material change in the nature of the business of any member of the Group (including any investment, transaction, agreement or arrangement which is not directly connected with the digital payment business), or the jurisdiction where any member of the Group operates.

      6. the de-listing of Nexi;

      7. the entry into any transaction, agreement or arrangement by Nexi and/or any other member of the Group with a related party of Nexi, as defined pursuant to IAS 24;

      8. the incurrence of any capital expenditure which would cause the ratio between the aggregate annual capital expenditures of the Group and the Group's pro-forma consolidated revenues to become higher than 20% (twenty percent);

      9. the adoption of a new regulation concerning the exercise of direction and control over the Group or any amendments to the D&C Regulation;

      10. the entry into by any member of the Group of any acquisition, disposal, merger, demerger or other extraordinary transaction, where the value of the transaction exceeds Euro 300,000,000.00 (three hundred million/00) per annum in aggregate;

      11. the entry into by a member of the Group of any financing or re-financing transaction, or the issuance of any bond or other debt instruments, which would cause the ratio between the consolidated financial indebtedness of the Group and the Group's pro-forma consolidated EBITDA to become higher than 4:1 (four to one);

      12. any change to tax and/or financial reporting policies, bases or methods, as well as to the accounting principles/policies, reports or periods of any member of the Group;

      13. any decision to change the number of members of the Board of Directors of Nexi other than in

      accordance with the Shareholders' Agreement.

      Each Party shall exercise its voting rights as shareholder of Nexi in a coordinated and joint manner together with the other Parties on the resolutions concerning: (i) the Reserved Matters in such a way that, if the AB Investors, Mercury, the H&F Investor, CDPE, and CDPEI do not reach a common position among them in respect of the relevant resolution, all Parties shall vote together in order not to pass the resolution, and (ii) the appointment of the Board of Directors and the Board of Statutory Auditors of Nexi, so as to always comply with relevant provisions of the Shareholders' Agreement.

      Moreover, each Party shall, to the maximum extent permitted under applicable Law, procure that any director designated by such Party, from time to time, in Nexi (but, for the sake of clarity, excluding any independent director) exercises, subject to fiduciary duties, his/her voting rights, as well as any other power and authority granted to him/her, in a coordinated and joint manner together with the directors designated by the other Parties on the resolutions concerning: (i) those applicable Reserved Matters in such a way that, if the non-independent directors designated by the AB Investors, Mercury, the H&F Investor, CDPE and CDPEI do not reach a

      common position among them in respect of the relevant resolution, all directors designated by the Parties shall vote together in order not to pass the resolution, and (ii) the appointment/replacement of the chief executive officer, the replacement of the members of the Board of Directors pursuant to Article 2386, paragraph 1, of the Civil Code and any other applicable matter, so as to always comply with the relevant provisions of the Shareholders' Agreement.

   4. Composition of the Board of Directors and Board of Statutory Auditors of Nexi

Board of Directors

Each Party shall cause that from the date of Nexi's shareholders' meeting appointing a new Board of Directors following the one in office at the Effective Date and throughout the term of the Shareholders' Agreement (the Term), the common slate submitted jointly by the AB Investors, Mercury, CDPE, CDPEI and the H&F Investor for the appointment of the Board of Directors is composed as follows:

1. the slate shall consist of 11 (eleven) candidates, provided that the Parties' intention is for the Board of Directors to be comprised of 13 (thirteen) members, of which 11 (eleven) members designated and ranked by the Parties in accordance with the Shareholders' Agreement and 2 (two) members designated from the slates submitted by the other Nexi's shareholders in accordance with article 14(2)(b) of the Bylaws;

2. 5 (five) members - jointly designated by CDPE and CDPEI - of whom:

   1. 4 (four) members to qualify as independent directors and 1 (one) of them to be appointed as chairman; and

   2. 4 (four) members to satisfy the gender-equality requirements, except if 2 (two) members designated by the H&F Investor satisfy the gender-equality requirements, in which case only 3 (three) members shall satisfy the gender-equality requirements;

3. 2 (two) members -who can also qualify as non-independent directors - jointly designated by Mercury and the AB Investors;

4. Paolo Bertoluzzo as CEO (the Current CEO);

5. 3 (three) members - designated by the H&F Investor - of whom 1 (one) member to qualify as independent director and 1 (one) member to satisfy the gender-equality requirements, provided that the H&F Investor shall have the right, at its own discretion, to designate 2 (two) members who satisfy the gender-equality requirements.

The Shareholders' Agreement also provides for certain mechanisms to (i) allow for the possible replacement of 1 (one) of the candidate director not satisfying the gender-equality requirements if the slate(s) submitted by the minorities do not include candidates ensuring that the overall composition of the Board of Directors satisfies the gender-equality requirements; and (ii) the designation of 1 (one) or 2 (two) additional candidates in case no slate is submitted by the minorities or in case such slate include only 1 (one) candidate, in order to ensure that the Board of Directors is composed of 13 (thirteen) members, provided that in such case the candidate(s) will be designated from a selection made by a specialised headhunting company jointly identified by the AB Investors, Mercury, CDPE, CDPEI and the H&F Investor.

With respect to the candidates to be designated to be appointed as independent directors, the Shareholders' Agreement provides that (i) 3 (three) of the candidates to be jointly designated by CDPE and CDPEI shall be subject to the prior written consent ("gradimento") of the H&F Investor; (ii) 4 (four) of the candidates to be jointly designated by CDPE and CDPEI shall be subject to the prior written consent ("gradimento") of the AB Investors and Mercury; and (iii) the candidate to be designated by the H&F Investor shall be subject to the prior written consent ("gradimento") of CDPE and CDPEI, all in accordance with the procedures set out in the Shareholders' Agreement.

The Parties have agreed that: (i) all candidates, designated by the Parties to be appointed as independent