TENAX INTERNATIONAL S.P.A.

Shareholders of Tenax International S.p.A.

The issuer’s own disclosure of 10 December 2025, published when Paolo Ambrogio Angelo Guanzani crossed the 5 per cent threshold, sets out the share register as follows, on a total of 3,683,593 ordinary shares: Tenax Holding S.r.l. 2,027,520 shares, 55.04 per cent; Vincenzo Guareschi Geddes da Filicaia 222,423 shares, 6.04 per cent; Paolo Ambrogio Angelo Guanzani 188,300 shares, 5.11 per cent; Algebris Investments Limited 171,500 shares, 4.66 per cent; Alessandro Simonazzi 96,350 shares, 2.62 per cent; and the market (free float) 977,500 shares, 26.54 per cent.

The holdings are expressed as percentages of share capital. The company reports a single class of ordinary shares and, as set out below, held no treasury shares, so capital and voting percentages do not diverge.

The 26.14 per cent recorded against the company’s own name is not a shareholding. The provider snapshot dated 2 August 2026 lists “TENAX INTERNATIONAL S.P.A.” itself as holder of 962,891 shares, 26.14 per cent. Three points establish that this is the unallocated free-float residual carrying the issuer’s name rather than a holding of any kind. First, the six rows in that snapshot sum to exactly 100.00 per cent, which is the arithmetic of a residual line, and it occupies the same position and order of magnitude as the line the company itself labels “Mercato” (market) at 977,500 shares, 26.54 per cent. Second, the management report accompanying the 2025 financial statements states expressly, under articles 2435-bis and 2428 of the Italian civil code, that at the balance-sheet date the company held no treasury shares (“non possedeva azioni proprie”). Third, the only buyback authorisation on record, granted by the shareholders’ meeting of 30 April 2024, permitted the purchase of a maximum of 300,000 shares (8.14 per cent of capital) and was in any event capped at 20 per cent of capital, so a 26.14 per cent treasury position could not lawfully have arisen.

The consequence for control is material. Because there are no treasury shares, no deduction under article 2357-ter of the civil code applies and Tenax Holding S.r.l.’s 55.04 per cent is an outright capital and voting majority, giving it legal control within the meaning of article 2359, first paragraph, number 1, of the civil code. Had the 26.14 per cent genuinely been treasury stock, a reader applying the Italian rule would have computed Tenax Holding’s effective voting position as 55.04 divided by 73.86, or about 74.5 per cent — a substantial overstatement. Read the other way, as a real third-party block, the same row conceals the size of the free float. Neither reading is correct.

One further row in the provider snapshot is unverified: it names Arca Fondi S.p.A. SGR at 4.76 per cent in the position occupied by Algebris Investments Limited in the December 2025 company disclosure. No announcement covering that change appears on the issuer’s investor-relations pages as at 24 September 2026, so it should not be relied on without the underlying notification.

Ultimate beneficial ownership

Control runs upward from Tenax Holding S.r.l. (Italian fiscal code 02780150344), which holds 55.04 per cent of the issuer. The company’s investor-relations pages state that Tenax Holding is held as to 76.92 per cent by Vincenzo Guareschi Geddes da Filicaia and as to 23.08 per cent by Alessandro Simonazzi. The admission document of December 2020 specifies that the 76.92 per cent is held not personally but through Guareschi Armido e Vincenzo S.s., a società semplice (simple partnership).

On those figures Vincenzo Guareschi Geddes da Filicaia holds approximately 42.3 per cent of the issuer indirectly, plus 6.04 per cent directly, and controls the 55.04 per cent block; he is accordingly the beneficial owner for the purposes of article 20 of legislative decree 231/2007, which uses a 25 per cent threshold. Alessandro Simonazzi holds approximately 12.7 per cent indirectly plus 2.62 per cent directly, below that threshold. Nationality: not disclosed in the filings consulted.

Italy’s beneficial-ownership register (registro dei titolari effettivi) has been suspended in the course of administrative-court litigation and is not reliably accessible to the public, so no register-sourced confirmation of the above can be obtained. That is an availability problem, not an indication that no beneficial owner exists.

Data availability

The Registro Imprese (registroimprese.it, operated by InfoCamere) is the authoritative Italian source, but company extracts are largely fee-based and no free extract was obtained; the identifiers and corporate facts above were therefore taken from the issuer’s own filings, which reproduce them on every page of letterhead.

Euronext Growth Milan is a multilateral trading facility, not a regulated market. Issuers admitted there are outside the Consob major-holdings regime of the Testo Unico della Finanza; disclosure obligations arise from the Euronext Growth Milan issuer rules and bite above 5 per cent of capital. The practical effect is that holdings below 5 per cent, other than those the issuer chooses to publish, are not publicly identifiable, and the free float of roughly 26 per cent is not attributable to named holders from public sources.

The stored shareholder rows also record individuals surname-first in capitals (“GUARESCHI GEDDES VINCENZO”, “SIMONAZZI ALESSANDRO”) while the officer rows use ordinary order and a fuller surname (“Vincenzo Guareschi Geddes Da Filicaia”). The same people therefore appear twice under different name formats. The registered form of the name is Vincenzo Guareschi Geddes da Filicaia.

Directors and officers of Tenax International S.p.A.

As an Italian società per azioni the company has two separate corporate bodies. The consiglio di amministrazione (board of directors) manages the company. The collegio sindacale (board of statutory auditors) is a distinct standing body with no common-law equivalent: it is elected by the shareholders, sits apart from the board, and supervises compliance with the law and the articles, the adequacy of the organisational, administrative and accounting arrangements, and the principles of sound management. It is not the external auditor; the statutory audit of the accounts is performed by a separate audit firm.

The shareholders’ meeting of 2 May 2023 set the board at five members and appointed them for a term running to approval of the financial statements for the year ended 31 December 2025: Vincenzo Guareschi Geddes da Filicaia (chairman and chief executive officer), Alessandro Simonazzi (managing director), Giovanni Biagi, Alessandro Sasso (independent director) and Nadia Ramazzini (independent director). The board meeting held immediately after that shareholders’ meeting confirmed the executive delegations to Vincenzo Guareschi Geddes da Filicaia as chairman and chief executive and to Alessandro Simonazzi as managing director. Following approval of the 2025 accounts, the same five directors were reappointed for a term running to approval of the financial statements for the year ending 31 December 2028; the outcome was reported on 3 July 2026.

The collegio sindacale appointed on 2 May 2023, for the same three-year term to approval of the 2025 accounts, comprised Massimo Trasatti (chairman), Francesco Mozzoni and Giovanni Fonte as sindaci effettivi (standing auditors), and Fabrizio Conciatori and Daniele Rubini as sindaci supplenti (alternate auditors). In its report on the 2025 financial statements, signed at Parma on 12 June 2026, the collegio records that its three-year mandate expired with the approval of those accounts and that the meeting would be called to appoint the collegio for the 2026–2028 term. A single slate of candidates for that body was filed by the shareholder Tenax Holding S.r.l. on 8 June 2026.

The statutory audit engagement was conferred on 2 May 2023 on BDO Italia S.p.A. through to the 2025 accounts. The collegio sindacale’s report on the 2025 financial statements records that the statutory audit is entrusted to BDO Audit Services S.r.l., which issued an unqualified opinion, without emphasis of matter, on 12 June 2026.

Separately from the board, the managers identified in company filings are Alessandro Simonazzi, who is chief financial officer and investor-relations contact as well as a managing director; Federica Martinelli, sales back office and marketing manager (recorded as appointed on 1 February 2019); and Elena De Vitis, accounting manager. Only the first of these is a director; the other two are employees and hold no office.

Ownership and management overlap, and the record obscures it. The chairman and chief executive is the 6.04 per cent direct shareholder and, through Guareschi Armido e Vincenzo S.s., the controlling party of the 55.04 per cent parent; the chief financial officer and managing director is the 2.62 per cent direct shareholder and holds 23.08 per cent of that parent. Because the shareholder rows name them surname-first in capitals and the officer rows name them in ordinary order, a reader working from the record alone cannot see that the 6.04 per cent shareholder and the chairman are one person, or that the chief financial officer also holds 2.62 per cent. For a KYB assessment that concentration of ownership and executive control in the same two individuals is the central governance fact about this issuer.

No personal identifiers are published here: Italian codici fiscali of natural persons and dates of birth are deliberately omitted.

Recent officer changes

2 May 2023 — board renewed on expiry of the 2020 mandate; Giovanni Biagi joined the board in place of Giorgio Caselli, who did not stand again.

2 May 2023 — collegio sindacale renewed; Daniele Rubini appointed alternate auditor in place of Pietro Camassa.

3 July 2026 (date of report) — the five serving directors reappointed for the term to approval of the 2028 financial statements.

Data availability

The officer rows held on file are not the governing bodies: they list an accounting manager, a sales back office and marketing manager and a chief financial officer alongside a single director, omitting three of the five directors and the entire collegio sindacale. The bodies set out above were rebuilt from the issuer’s own announcements of shareholder-meeting resolutions and from the collegio sindacale’s report on the 2025 accounts.

A Registro Imprese extract, which would confirm the filed powers of representation and the registration of the new appointments, is fee-based and was not obtained free of charge. Euronext Growth Milan issuers are not subject to the annual corporate-governance report required of regulated-market issuers, so there is no single governance document collecting this information. The composition of the collegio sindacale for the 2026–2028 term has not been published in text form on the issuer’s investor-relations pages; only the candidate slate filed by Tenax Holding S.r.l. on 8 June 2026 is available, as a scanned document.

The corporate-governance section of the company website still displays the board and collegio appointed on 16 November 2020 and is therefore out of date by two mandates.

Group structure of Tenax International S.p.A.

The entity at the apex is a società semplice, an Italian simple partnership. It is not a company: it has no share capital, cannot carry on commercial business, is registered only in the special section of the business register, and its partners are liable without limit for its obligations. In Italian family structures it is the standard vehicle for holding assets across a family rather than an operating or trading entity. For beneficial-ownership purposes this matters: a partnership of this kind can never itself be the beneficial owner, and tracing must continue through to the individual partners. Here it is the vehicle through which Vincenzo Guareschi Geddes da Filicaia holds 76.92 per cent of Tenax Holding S.r.l.

Below the issuer there is one subsidiary and no others. The 2025 consolidated accounts state that Esagono International S.r.l. is the only company in the consolidation besides the parent and that no controlled company is excluded from consolidation. Esagono International S.r.l. has share capital of EUR 50,000, its registered office is at Via Puecher 9, 20060 Pozzuolo Martesana (Milan), and it produces and sells electric transport vehicles type-approved in category N1 (light goods vehicles). The issuer subscribed and paid its entire capital on incorporation on 1 August 2024 and during 2025 paid in a further EUR 1,220,000 towards loss coverage and a future capital increase; the carrying value of the investment at 31 December 2025 was EUR 1,270,000. In FY2025 the subsidiary recorded revenue of approximately EUR 3.1 million and a loss for the year of EUR 408,600. Total subsidiaries: one.

Data availability

Two identifier defects affect the record. The registration number carried on file, RE305423, is the issuer’s REA number — the Repertorio Economico Amministrativo index of the Reggio Emilia chamber of commerce, a local administrative reference — and not a company identifier that resolves in the Registro Imprese. The number that does resolve is the fiscal code and Registro Imprese number 02698130354, which the company prints on its own letterhead alongside the REA number. Separately, the identifiers in the stored group tree carry a duplicated country prefix (recorded as “IT IT02780150344” and “IT IT02698130354”), which will not match against Italian registers as stored.

The provider source fields for this record are empty, so no upstream register or filing is named for the stored data. The chain above was verified from the issuer’s December 2020 admission document, its 10 December 2025 significant-shareholder announcement and its 2025 consolidated financial statements. A fee-based Registro Imprese extract would be required to confirm the current filed position of Tenax Holding S.r.l. and of the simple partnership, and none was obtained free of charge.