Minutes of Shareholders’ Meeting

The minutes of the ordinary shareholders’ meeting held on April 27, 2023 is available at the Company’s registered office in Milan, Via Borgonuovo no. 20, on the authorized storage platform eMarket STORAGE (www.emarketstorage.com) and on the Company’s website www.italmobiliare.it, under the Governance/Shareholders’ Meetings section (https://www.italmobiliare.it/en/governance/shareholders-meeting).

Additional periodic financial report at March 31, 2023 examined by the Board of Directors

Consolidated turnover in the first quarter up by 6.4%

  • In the first quarter of the year, in a context that featured a series of critical issues, both extraordinary and prolonged, the Group has been recording positive trends by continuing its path of efficiency-raising and development of the various businesses. Consolidated turnover in the first quarter (138.5 million euro) has gone up by 6.4%.
  • Specifically, of the main industrial portfolio companies:
    • the revenue of Caffè Borbone has grown significantly to 77.2 million euro (+16.3%);
    • Officina Profumo-Farmaceutica di Santa Maria Novella is showing revenue that is up by 7.9% to 10.2 million euro;
    • Casa della Salute (CDS) is continuing to grow, with revenue of 10.4 million euro, an increase of 23.5% compared with the same period of last year.
  • The consolidated gross operating profit (EBITDA) has decreased from 29.8 million to 7.6 million euro, mainly due to the reduction in the margins of Italmobiliare S.p.A., which in the first quarter of 2022 benefited from the extraordinary distribution of dividends essentially linked to the disposal of the investment in Sirap and the early distribution of dividends by Capitelli and Italgen.
  • The Net Asset Value of Italmobiliare S.p.A., excluding treasury shares, comes to 2,029.6 million euro (2,029.1 million euro at December 31, 2022).
  • The net financial position of Italmobiliare S.p.A. is positive, going from 151.5 million euro at December 31, 2022 to 146.5 million euro at the end of March 2023, mainly because of investments in portfolio equity investments.

Milan, May 10, 2023 - Today the Board of Directors of Italmobiliare S.p.A. approved the additional periodic financial report at March 31, 2023.

In a context of prolonged uncertainty of extraordinary significance, Italmobiliare confirms its strategy focused on proactive risk management, implementation of transformational evolution paths along guidelines of efficiency and sustainability and constant operational and strategic support for its subsidiaries to face up to the challenges of a complex scenario. An approach that has made it possible to achieve good results in terms of resilience and responsiveness in the management of the portfolio companies.

In the light of this scenario, the consolidated revenue and income of the Italmobiliare Group in the first quarter of 2023, equal to 138.5 million euro, recorded an increase of 8.3 million euro (+6.4%) compared with the corresponding period of last year, mainly thanks to Caffè Borbone (+10.8 million euro) and SIDI (+7.7 million euro). The gross operating profit is down (to 7.6 million euro) as is the operating result (-0.9 million euro), mainly due to the reduction in the margins of Italmobiliare S.p.A. (which in the first quarter of 2022 benefited from the extraordinary distribution of dividends essentially linked to the disposal of the investment in Sirap and the early distribution of dividends by Capitelli and Italgen).

Performance of the industrial sectors of activity. In the first quarter of the year, the industrial portfolio companies posted aggregate revenue of 522.2 million euro, +6.3% on Q1 2022. The portfolio companies in the food sector have registered the excellent performance by Caffè Borbone which – despite comparison with a very good Q1 2022 – has seen revenue rise (+16.3%), driven by an excellent performance on the part of the digital channel and by the specialist stores, while the gross operating profit has gone up (+20.2%), even though the context continues to be very challenging because of high raw material prices. Capitelli has also done well, with revenue up by 15.5%, while the gross operating profit has been penalised by the huge rise in the cost of raw material. In 2022 Callmewine benefited from the higher domestic consumption of wine during Covid lockdowns; this year revenue is down, while gross operating result, even if negative, has improved thanks to the increased focus on profit margins.

In the energy sector, Italgen – with a turnover of 8.9 million euro, in line with Q1 2022 – was hit by a severe drought during the period, with production 40% lower than the historical average, and the impact of the Sostegni Ter and Price Cap regulations. AGN Energia has closed the period with revenue holding up compared with the previous year at 214.8 million euro, despite the drop in retail volumes due to higher temperatures versus the historical average.

In the outdoor sector, Tecnica Group has turned in substantially stable revenue compared with the same period of the previous year (94.1 million euro). However, the quarterly result does not fully reflect the growth expectations for the current year, which to date has a good order backlog. SIDI, which has been within the Italmobiliare scope of consolidation since October 25, 2022, closed the period with revenue in line with expectations (7.7 million euro), despite the physiological slowdown in demand after the extraordinary growth in consumption due to the pandemic.

Officina Profumo-Farmaceutica di Santa Maria Novella is reporting revenue growth of 7.9% compared with Q1 2022, thanks above all to a good performance by the retail side of the business with sales volumes bouncing back, having been penalised during the pandemic, and to the contribution made by the new points of sale opened in Italy and abroad. Current investments to support the business are cutting into margins, which are on the decline.

Casa della Salute (CDS) is continuing to grow with revenue well up by 23.5% compared with the same period of last year. This increase is even higher (+31%) if we normalise the effect of Covid which had a positive impact on Q1 2022 revenue. Confirming CDS's process of growth during the quarter the company also concluded its first acquisition transaction.

Iseo's revenue is more or less constant, with EBITDA down, partly due to the growth in commercial costs to support the development of the electronic business and IT costs involved in the company's process of digitisation.

Bene Assicurazioni is continuing to grow, with a 33,6% increase in premium income compared with Q1 2022.

Performance of the financial sector. Clessidra, a non-industrial portfolio company, shows a brokerage margin substantially in line with the previous year, while the gross operating margin has decreased, mainly due to higher fixed costs.

The Net Asset Value of Italmobiliare S.p.A., excluding treasury shares, comes to 2,029.6 million euro (2,029.1 million euro at December 31, 2022); the net performance is therefore positive for 0.5 million euro. At March 31, 2023, the NAV per share (excluding treasury shares) is equal to 48.0 euro, with no change from the equivalent figure at December 31, 2022.

The net financial position of Italmobiliare S.p.A. is positive, going from 151.5 million euro at December 31, 2022 to 146.5 million euro at the end of March 2023. The main flows include net investments in private equity funds (-1.9 million euro), investments in portfolio equity investments (-7.5 million euro) and payments of income tax (-1.2 million euro), partially offset by the sale of shares in HeidelbergCement (+6.5 million euro).

At today's meeting, the Board of Directors also adopted the Regulations for the long-term incentive plan 'Italmobiliare 2023-2025 phantom stock grant plan' approved by the shareholders' meeting on April 27 and approved the allocation in favour of the Chief Executive Officer-Chief Operating Officer, the key managers and certain other managers of the Company. Detailed information on the assignment of the Plan will be published in accordance with art. 84-bis, paragraph 5, of CONSOB's Issuers Regulations.

The Board of Directors, following the appointment of directors and statutory auditors resolved by the shareholders’meeting on April 27, 2023, has checked that the integrity and professional requirements established by law are met for corporate representatives of legal persons who hold qualified shareholdings in companies in the financial and insurance sector.

The presentation for the financial community, updated with the results at March 31, 2023, will be made available on the Company's website in the Investor/Presentations section (https://www.italmobiliare.it/en/investor/presentations) by May 10.

Dividend for the financial year 2022

Milan, April 27, 2023 - The shareholders’ meeting of Italmobiliare S.p.A., held today in Milan, approved the distribution, for each share entitled, of a dividend of euro 0.70, gross of the withholdings required by law. The dividend will be paid on May 10, 2023. Shares will be traded ex dividend on May 8, coupon no. 6; the record date will be May 9.

As required by current regulations, shareholders whose shares have not yet been dematerialized shall previously present their shares to an “Intermediary” for introduction into the centralized dematerialization management system.

This notice will be published tomorrow on daily newspapers.

The Shareholders' Meeting approved the 2022 financial statements and distribution of the dividend. Board of Directors and Board of Statutory Auditors appointed

At its first meeting, the Board of Directors confirmed Laura Zanetti as Chairman and Carlo Pesenti as Chief Executive Officer-Chief Operating Officer..

Milan, April 27, 2023 – The Shareholders' Meeting of Italmobiliare S.p.A. met today – with a quorum representing 80.65% of the share capital – and elected the Company's new Board of Directors and new Board of Statutory Auditors who will remain in office for three years (until approval of the 2025 financial statements). The new Board, made up of 12 directors, consists of Laura Zanetti, Carlo Pesenti, Livio Strazzera, Giorgio Bonomi, Luca Minoli, Roberto Pesenti, Mirja Cartia d’Asero, Chiara Palmieri, Pietro Ruffini, Elsa Fornero, Valentina Casella (elected from the slate presented by CFN Generale Fiduciaria S.p.A. which obtained 85.17% of the votes of the share capital represented at the Meeting) and by Marco Cipelletti (representative of the slate presented by a group of shareholders consisting of institutional investors, which obtained 12.37% of the votes of the share capital represented at the Meeting).

The Board of Statutory Auditors was also appointed with Pierluigi De Biasi as the Chairman (from the minority list presented by a group of shareholders consisting of institutional investors, which obtained 12.37% of the votes of the share capital represented at the Meeting), Gabriele Villa and Antonia Di Bella (from the list presented by CFN Generale Fiduciaria S.p.A., which obtained 85.17% of the votes of the share capital represented at the Meeting) as Standing Auditors, and Michele Casò and Maria Maddalena Gnudi (from the list presented by CFN Generale Fiduciaria S.p.A.), and Maria Francesca Talamonti (from the minority list presented by a group of shareholders consisting of institutional investors as Alternate Auditors.

The Meeting also approved the 2022 financial statements – which closed with a profit of Euro 33.5 million (53.1 in 2021) and which show a positive net financial position for the Parent Company of Euro 151.5 million – and the distribution of a dividend of 0.70 euro per share, paid out of the profit for the year, for a total of Euro 29,598,051. The dividend will be paid on May 10, 2023, going ex-coupon on May 8, 2023 (with a record date of May 9, 2023).

The Meeting resolved to give each Director a basic remuneration of Euro 40,000 per year, as well as an attendance fee of Euro 3,000 for each committee meeting attended. A fee of Euro 75,000 was also approved for the Chairman of the Board of Statutory Auditors and Euro 60,000 for each Standing Auditor. The Meeting also approved the remuneration policy for 2023 and voted in favour of the remuneration paid to directors, statutory auditors and key management personnel in 2022.

2023-2025 ITALMOBILIARE PHANTOM STOCK GRANT PLAN

Pursuant to art. 114-bis of the Consolidated Law on Finance (CLF), the Shareholders' Meeting also approved the adoption of a new long-term incentive plan – the “Italmobiliare 2023-2025 Phantom Stock Grant" – reserved for the Chief Executive Officer-Chief Operating Officer, key management personnel of the Company and other managers chosen by the Chief Executive Officer-Chief Operating Officer. The incentive plan, which will be implemented by the Board appointed today, will be aimed at further aligning the interests of management and those of the shareholders; supporting the achievement of medium-long term corporate strategic objectives; ensuring a high level of attraction and retention of key resources, offering remuneration packages aligned with market practices. The Plan provides for the assignment of a specific number of rights to receive "Phantom Stocks" linked to the value of Italmobiliare's shares at the end of the three-year vesting period, depending on the achievement of the following performance objectives: Net Asset Value per share, with an 80% weight; ESG performance as assessed by the main specialist rating agencies (CDP, Sustainalytics, S&P), with a 20% weight. The payout of the plan will be in cash and will therefore depend on the number of "Phantom Stock" accrued (based on the performance indicators) and the value of the Italmobiliare stock, based on the stock market performance. A detailed description of the purposes and characteristics of the Plan is contained in the Information Document prepared pursuant to art. 114-bis of the CLF and art. 84-bis of the Issuers Regulation, published on the Company's website in the “Governance/Shareholders' Meeting" section.

AUTHORISATION TO BUY AND SELL TREASURY SHARES

The Shareholders also renewed for the next 18 months the authorisation to buy and sell treasury shares for the usual purposes governed by the law and therefore destined: to set up a portfolio of securities that could be used in place of financial resources to carry out extraordinary corporate finance transactions or to implement compensation plans based on financial instruments that may be approved in the future; to carry out activities to stabilise and support the liquidity of the Italmobiliare stock, favouring regular trading, including securities lending to support third-party liquidity providers, market makers and specialists. The proposed authorisation concerns a maximum of 1,000,000 shares (representing 2.353% of the shares that currently make up the share capital) for a maximum outlay of Euro 30 million. The Company currently has 217,070 treasury shares in its portfolio, equal to 0.511% of the share capital.

The Company will be able to buy treasury shares in one or more tranches. Purchases will be made on the market in compliance with art. 144-bis, paragraph 1, letters b) and d-ter) of the Issuers Regulation, so as to allow compliance with the principle of equal treatment of shareholders, as required by article 132 of the CLF, and therefore (i) on regulated markets, according to the operating procedures established in the organisation and management regulations of Borsa Italiana, which do not allow direct matching of purchase proposals with predetermined sale proposals, or (ii) with the methods established by market practices allowed by CONSOB pursuant to article 13 of (EU) regulation no. 596/2014 from time to time in force, and in any case in accordance with the further provisions of the law and regulations applicable to this type of transaction.

Purchases will be made – in compliance with the conditions established in article 3 of the (EU) Delegated Regulation 2016/1052 of the Commission dated March 8, 2016 and other applicable rules – at a unit price not exceeding the highest price between the price of the last independent transaction and the price of the current highest independent purchase offer on the Euronext STAR Milan, it being understood that this consideration may not in any case be lower in the minimum and higher in the maximum by 15% (fifteen percent) with respect to the reference price that the Italmobiliare share recorded in the stock market session of the day preceding each transaction.

The Company will be able to carry out disposals, also fractionally and without time limitations, of the Italmobiliare shares to be purchased or already purchased on the basis of previous shareholders' authorisations, according to the purposes and methods indicated above, providing the unit selling price (or in any case the unit value established in the context of the sale) is not lower than the average carrying price of the shares bought on the basis of the authorisation.

APPOINTMENT OF THE CHAIRMAN, DEPUTY CHAIRMAN AND CHIEF EXECUTIVE OFFICER

At the end of the Shareholders' Meeting, the Board of Directors met and confirmed Laura Zanetti as Chairman, Livio Strazzera as Deputy Chairman and Carlo Pesenti as Chief Executive Officer-Chief Operating Officer. The Board of Directors, on the basis of the declarations made by the Directors and the information available to the Company, ascertained and confirmed, in line with what was certified when the slates were filed, that the independence requirements pursuant to the CLF were met in the case of the Directors Laura Zanetti, Livio Strazzera, Mirja Cartia d’Asero, Chiara Palmieri, Pietro Ruffini, Elsa Fornero, Valentina Casella, Marco Cipelletti, and that the independence requirements pursuant to the CLF and the Corporate Governance Code were met in the case of Mirja Cartia d’Asero, Chiara Palmieri, Pietro Ruffini, Elsa Fornero, Valentina Casella, Marco Cipelletti. The Board of Statutory Auditors checked that the criteria and procedures adopted by the Board of Directors to ascertain its members' independence were applied correctly. The Board of Statutory Auditors also checked that the independence requirements were met in the case of its members, confirming what was declared by each member at the time the slates were filed.

The Board of Directors has also verified that the Directors and Statutory Auditors meet the requirements to hold office in an Issuer. A forthcoming meeting will check that the integrity and professional requirements established by law are met for corporate representatives of legal persons who hold qualified shareholdings in companies in the financial and insurance sector.

Lastly, the following committees were set up for the three-year period 2023-2025: the Remuneration and Nominations Committee (consisting of Chiara Palmieri – Chairman – Valentina Casella and Marco Cipelletti, who all have specific expertise in financial matters or remuneration policies), the Control and Risk Committee (consisting of Mirja Cartia d’Asero – Chairman – Giorgio Bonomi and Chiara Palmieri, who all have specific expertise in the field of risk management), the Committee for Sustainability and Social Responsibility (consisting of Carlo Pesenti – Chairman – Laura Zanetti, Mirja Cartia d’Asero, Elsa Fornero and Pietro Ruffini), the Committee for Transactions with Related Parties (consisting of Valentina Casella – Chairman – Mirja Cartia d’Asero and Elsa Fornero).

Directors Roberto Pesenti and Pietro Ruffini and statutory auditor Antonia Di Bella declared that they do not own Company’s shares. For the other directors and auditors appointed today, already holding the office in the previous term, please make reference to the information already made available to the public according to the current dispositions of law (https://www.italmobiliare.it/en/governance/internal-dealing-filing-models) and to the ‘Report on remuneration policy in 2023 and compensation paid in 2022’ ( https://www.italmobiliare.it/en/governance/remunerations/remuneration-reports)

The curriculum vitae of each Director and Statutory Auditor, as well as the information on which slates they belonged to, are available on www.italmobiliare.it in the “Governance/Shareholders' Meeting” section.

Italmobiliare: 3 slates filed for the new Board of Directors and 3 slates for the new Board of Statutory Auditors

Milan, April 6, 2023 – Italmobiliare would like to announce that the following proposals have arrived within the terms provided for the presentation of slates of candidates for the renewal of the corporate bodies at the upcoming Shareholders' Meeting on April 27, 2023.

For the appointment of the Board of Directors:

  • Slate 1 presented by the shareholder CFN Generale Fiduciaria S.p.A., holder of 20,969,250 shares equal to 49.34% of the Company's share capital, made up of the following candidates:
    Laura Zanetti, Carlo Pesenti, Livio Strazzera, Giorgio Bonomi, Luca Minoli, Roberto Pesenti, Mirja Cartia d’Asero, Chiara Palmieri, Pietro Ruffini, Elsa Fornero, Valentina Casella, Paolo Sfameni.
  • Slate 2 presented by a group of shareholders made up of institutional investors, holders of a total of 2,686,286 shares equal to 6.32% of the Company's share capital, made up of the following candidates:
    Marco Cipelletti, Licia Soncini.
  • Slate 3 presented by Inarcassa and Enpam, holders of 710,167 shares, equal to 1.67% of the Company's share capital, made up of the following candidates:
    Carlo Ferro, Sabrina Bruno.

For the appointment of the Board of Statutory Auditors:

  • Slate 1 presented by the shareholder CFN Generale Fiduciaria S.p.A., holder of 20,969,250 shares equal to 49.34% of the Company's share capital, made up of the following candidates:
    Gabriele Villa, Antonia Di Bella, Stefano Poggi Longostrevi (candidates as standing auditors) and Michele Casò, Maria Maddalena Gnudi, Giovanna Rita (candidates as alternate auditors).
  • Slate 2 presented by a group of shareholders made up of institutional investors, holders of a total of 2,686,286 shares equal to 6.32% of the Company's share capital, made up of the following candidates:
    Pierluigi De Biasi (candidate as standing auditor) and Maria Francesca Talamonti (candidate as alternate auditor).
  • Slate 3 presented by Inarcassa and Enpam, holders of 710,167 shares, equal to 1.67% of the Company's share capital, made up of the following candidates:
    Raffaele Lener, Giulia Pusterla (candidates as standing auditors) and Tiziano Onesti (candidate as alternate auditor).

The slates, complete with attachments, are deposited at the registered office and can be consulted on the Company's website at https://www.italmobiliare.it/en/governance/shareholders-meeting as well as in the authorised storage mechanism emarketstorage.com.

Notice of publication of documents

Milan, March 30, 2023 – The 2022 annual financial report, including the draft of the statutory financial statements and the consolidated financial statements with the due attestations, the reports of the Company’s independent registered public accounting firm and the board of statutory auditors, the annual report on corporate governance and ownership structure, the consolidated non-financial statement (sustainability report) with the relevant attestation and the report on remuneration policy and compensation paid prepared according to art. 123 ter of legislative decree 58/98, inclusive of the information required by article 84bis of the CONSOB Issuers Regulation, have been filed with the Company’s registered office and are available on the authorized eMarket storage platform (www.emarketstorage.com) and through the Governance/Shareholders’ Meeting section of the Company's website at www.italmobiliare.it (https://www.italmobiliare.it/en/governance/shareholders-meeting)

This notice on filing of the abovementioned documents will also be published tomorrow on daily newspapers.

Notice of call and Board of Directors report to the ordinary shareholders’ meeting publicly available

Milan, March 16, 2023 – Italmobiliare S.p.A. announces that the notice of call of the ordinary shareholders’ meeting convened on April 27, 2023 is available to the public on the Company's website www.italmobiliare.it in the “Governance/Shareholders’ Meeting” section (https://www.italmobiliare.it/en/governance/shareholdersmeeting) and on the “eMarket Storage” platform at www.emarketstorage.com and it will be published tomorrowas an excerpt on daily newspapers.

The Board of Directors Report on all items in the agenda, inclusive of the information document regarding the ‘2023-2025 Italmobiliare Phantom Stock Grant Plan’, is also available to the public at the Company’s registered office, on the Company's website www.italmobiliare.it in the “Governance/ Shareholders’ Meeting” section (https://www.italmobiliare.it/en/governance/shareholders-meeting), and on the “eMarket Storage” platform at www.emarketstorage.com.

The proxy forms to attend the meeting, also through the Appointed Representative according to article 135 – undecies of the Consolidated Law on Finance, are also available in the same section of the Company's website.

The Board of Directors has approved the draft financial statements of the company at December 31, 2022

  • Within a complex global macroeconomic scenario, marked not only by war but also by the climate crisis, the 2022 results confirm the value and resilience of Italmobiliare's diversified portfolio of Italian industrial excellence. The Net Asset Value, excluding treasury shares, is equal to 2,029.1 million euro; considering the distribution of 59.2 million euro of dividends during the year shows a positive net performance of 6.2 million euro (at December 31, 2021 the Net Asset Value was equal to 2,082.1 million euro). NAV per share comes to 48 euro.
  • The positive trend in NAV is driven by the increase in value of the portfolio companies (+56.7 million on a like-for-like basis), with growing aggregate revenue and substantially stable EBITDA. Further positive signals come from analysing the trend in the fourth quarter of the year alone, which sees revenue and EBITDA growing compared with the same period of 2021.
  • With the aim of following up on the important results already achieved in recent years in the ESG area by the Holding Company and by the Portfolio Companies, by virtue of which Italmobiliare ranks at the top among the comparables in the main ESG Ratings worldwide, the Board has approved Italmobiliare's participation in the Science Based Targets initiative, which commits to setting and pursuing short and long-term emission reduction objectives in line with the net-zero scenario.
  • During the year, net new investments were made for approximately 99 million, mainly the acquisition of SIDI Sport, an iconic brand known internationally, and a stake in Bene Assicurazioni, an innovative company capable of intercepting the transformations taking place in the insurance industry.
  • In 2022 Italmobiliare S.p.A. recorded revenue and income of 137.0 million euro (110.8 million euro at December 31, 2021), an EBITDA of 70.3 million (76.2 million in 2021) and a profit of 33.5 million (53.1 in 2021).
  • The Board of Directors will propose to the next Shareholders' Meeting the distribution of a dividend of 0.70 euro per share, for a total of 29,598,051 euro, to be taken out of the profit for the year.

Milan, March 8, 2023 – Today the Board of Directors of Italmobiliare S.p.A. reviewed and approved the consolidated financial statements and the draft separate financial statements of the Company at December 31, 2022. The Board of Directors will propose to the next Shareholders' Meeting the distribution of a dividend of 0.70 euro per share, for a total of 29,598,051 euro, to be taken out of the profit for the year, which amounts to 33.5 million.

In 2022, Italmobiliare's Portfolio Companies had aggregate revenue of 2,090.4 million euro, an increase of 18% compared with 2021. The aggregate EBITDA was 268.3 million, down due to the pressure on margins linked to the rise in the cost of raw materials and a number of contingent factors. In particular, Italgen's production was affected by the ongoing drought, while AGN Energia's results compare with a 2021 that featured the positive impact of hedging LPG purchases during the lock-down. The negative performance during the year of SIDI also weighs on the overall results, though it only became a Portfolio Company on October 25, 2022. If we eliminate these three factors, EBITDA remained substantially stable (+1.4% compared with the previous year), confirming yet again the resilience of the Holding Company's portfolio.

Excluding treasury shares, the Net Asset Value of Italmobiliare comes to 2,029.1 million euro (2,082.1 million euro at December 31, 2021. Considering the distribution of 59.2 million euro of dividends during the year, the net performance is positive for 6.2 million euro.

Italmobiliare S.p.A. has closed its 2022 financial statements with a profit of 33.5 million euro (53.1 million in 2021). The pre-tax result amounts to 21.4 million (74.9 in 2021).

"The 2022 results confirm the value of our diversified portfolio of Italian industrial excellence – commented Carlo Pesenti, Chief Executive Officer of Italmobiliare – even in a complex global macroeconomic scenario, conditioned by the rise in energy costs following the war in Ukraine and the increase in raw material costs. The positive net performance of the NAV, considering the distribution of dividends during the year, together with the growth in aggregate revenue and substantial stability of the Portfolio Companies' EBITDA confirm both the validity of investment choices and the management skills of the Holding and of the companies themselves, which have been able to react pro-actively to the difficulties. During the year, investments were also made in Bene Assicurazioni, an innovative company able to intercept the transformations underway in the insurance sector, and SIDI Sport, an iconic brand known all over the world. Going forward, we aim to focus more and more on developing this core portfolio of shareholdings."

The uncertainties of the traditional economy, the climate challenge, social inequalities and the imbalance in the distribution of wealth confirm how sustainability is a real urgency and no longer just an option – underlines the Chairman Laura Zanetti. For some time, Italmobiliare has chosen sustainability as a lever for success, integrating ESG policies into its business strategy, through an accurate assessment of the profile of potential investments, active ownership in the management phase, transparency and performance reporting in all the management phases up to disinvestment, which is also designed to continue the path undertaken up to that point. Faced with what are by now the tangible effects of climate change, the Holding and Portfolio Companies have responded by reducing direct CO2 emissions by 35% compared with 2020 and eliminating indirect ones by using only renewable electricity. Furthermore, just today the Board of Directors approved Italmobiliare's adhesion to the Science Based Targets initiative, which commits to setting and pursuing short and long-term emission reduction objectives in line with the net-zero scenario. It is no coincidence that Italmobiliare ranks at the top of the comparables in the main ESG Ratings worldwide.

Corporate calendar 2023

Milan, December 12, 2022 - Italmobiliare S.p.A. announces its annual calendar of corporate events for 2023.

BOARD OF DIRECTORS’ MEETINGS

  • March 8, 2023 draft of statutory financial statements and consolidated financial statements 2022
  • May 10, 2022 quarterly financial disclosure at 31 March 2023
  • July 28, 2023 half year financial results at 30 June 2023
  • November 9, 2023 quarterly financial disclosure at 30 September 2023

SHAREHOLDERS’ MEETING

April 27, 2023 approval of the 2022 statutory financial statements (single call)

Board of Directors reviews quarterly financial results at September 30, 2022

  • During the first nine months of the year, the overall revenues of the Portfolio Companies amounted to 1,308.4 million euro, up by 22.5% compared with the first nine months of last year.
  • The EBITDA of the Portfolio Companies comes to 167.9 million euro, down because of pressure on margins linked to higher raw material costs due to the drought that impacted Italgen's hydroelectric production and some of last year's positive contingent factors that did not repeat.
  • Looking just at the third quarter of the year, the EBITDA of the Portfolio Companies amounts to 74.1 million euro, a slight increase on 2021, demonstrating the resilience of the investment portfolio even in a difficult macroeconomic context such as the current one.
  • Italmobiliare's strategy, increasingly focused on the core portfolio of equity investments with proactive risk management and full ESG integration in the companies' development plans, looks to be very consistent with the current scenario conditioned by extremely elevated levels of uncertainty and volatility of the macroeconomic variables.
  • Italmobiliare's strategy of expanding its portfolio and supporting Italian companies of excellence continues, with the acquisition in October of 100% of SIDI Sport, an iconic brand in the world of cycling and motorcycling sport footwear.
  • The Net Asset Value of Italmobiliare at September 30 amounts to 1,962.8 million euro, substantially in line with June 30, 2022 (1,975.1 million euro) and down on December 31, 2021 (2,082.1 million euro) following the payment of 59.2 million euro of dividends.
  • At September 30, 2022, the net financial position of Italmobiliare S.p.A. is showing a positive balance of 209.6 million euro, down from 337.5 million euro at December 31, 2021 mainly due to 84 million euro of new investments and the 59.2 million euro of dividends paid.

Milan, November 9, 2022 – The Board of Directors of Italmobiliare S.p.A. today approved the quarterly financial results for the nine months ending September 30, 2022.

During the first nine months of the year, the Portfolio Companies' consolidated revenue amounted to 1,308.4 million euro, up by 22.5% on the first nine months of last year, whereas EBITDA has fallen by 15.5% to 167.9 million euro, mainly due to contingent factors, as explained in greater detail below. Looking just at the third quarter, EBITDA is up slightly to 74.1 million euro, demonstrating the resilience of the equity portfolio even in a difficult macroeconomic context like the current one.

With particular reference to the Industrial Portfolio Companies, revenue in the period amounted to 1,285.4 million euro (+21.8%). In the first nine months of 2022, EBITDA, in decline to 160.9 million euro from 198.2 million euro the previous year, was influenced by the macroeconomic context, namely a contraction of the economy, and in particular by the general increase in the price of raw materials and its effect on costs, which are rising.  Contingent factors also affected the performance of certain companies: Italgen's hydroelectric output was affected by the ongoing drought; AGN Energia compares with a 2021 that benefited from the positive impact of the hedges made on the purchase cost of LPG; Tecnica Group's accounts do not yet reflect its excellent order backlog, which is showing significant growth compared with the previous year. 

If we neutralise these three contingent factors relating to Italgen, AGN Energia and Tecnica Group, the decline in EBITDA of the Industrial Portfolio Companies compared with the same period of 2021 comes to 5.4% (-10.3 million euro), which is mainly attributable to pressure on margins due to higher raw material costs. Taking only the third quarter into consideration, EBITDA of the Industrial Portfolio Companies is more or less stable at 71.6 million euro.

Comparing the trend of the Industrial Portfolio Companies with the same period in 2021, both the revenue (+28.6%) and EBITDA (+24%) of Casa della Salute have increased significantly, thanks to better productivity of the individual centres and the new openings made at the end of 2021 and in 2022. In the food sector, Caffè Borbone and Capitelli turned in higher revenues (+3.3% and +13.7% respectively), with a contraction in EBITDA due to the impact of higher raw material costs on industrial margins. In the energy sector, AGN Energia's revenue is up (+35.3%) following the substantial increase in raw material costs in almost all businesses, with a good defence of margins in a very complex energy context; Italgen's revenue, on the other hand, rose due to pass-through revenues (which do not bring additional margins), while the drought that characterised the period is reflected in the lower level of EBITDA, which fell to 3 million euro. Revenue up by 20.7% and EBITDA stable at 50.4 million euro for Tecnica Group, which has not yet fully benefited from the order backlog, which is showing excellent potential for the rest of the year. Iseo's revenue has increased (+7.4%), supported by increases in selling prices, while EBITDA has fallen to 14.6 million euro, partially due to the impact of fixed costs needed for the company's business plan. Higher turnover (+55.6%), mainly thanks to the direct retail results, and higher EBITDA (+2.8%) for Officina Profumo-Farmaceutica di Santa Maria Novella. Revenue is down by 5.6% for Callmewine, but in 2021 it had benefited from the greater domestic consumption induced by Covid restrictions; EBITDA is negative, mainly due to higher fixed costs to support the company's future growth.

Clessidra Holding, a non-industrial portfolio company, developed as a multi-asset portfolio in the management of alternative investments, posted revenue of 23 million euro and EBITDA of 7.1 million euro.

At September 30, 2022 the Net Asset Value of Italmobiliare S.p.A. amounted to 1,962.8 million euro, substantially in line with June 30, 2022 (1,975.1 million euro) and down on December 31, 2021 (2,082.1 million euro), after paying 59.2 million euro of dividends and 33.2 million euro of taxes and operating costs. At September 30, 2022, the NAV per share (excluding treasury shares) was 46.4 euro and, considering the distribution of dividends of 1.40 euro per share, it has decreased by around 3% compared with the figure at December 31, 2021.

The net financial position of Italmobiliare S.p.A. is down from 337.5 million euro at December 31, 2021 to 209.6 million euro at the end of September 2022, allocated 51.4% to the Vontobel Fund with a conservative risk profile in line with the Company's investment policies. The main flows include loans net of repayments in private equity funds (-11.3 million euro), the investment as co-investor of the Clessidra Capital Partners 4 fund in the capital of Archimede S.p.A. (parent company of Formula Impresoft) with a stake of 22.99% (-12 million euro), the investment in Bene Assicurazioni S.p.A. with a stake of 19.996% (-40 million euro) and in other equity investments (-32 million euro), as well as the payment of taxes (-21 million euro). Payment of the ordinary and extraordinary dividend was more than offset by the dividends received from subsidiaries and associates.

On October 25, Italmobiliare finalised the agreement – based on an enterprise value of 66 million euro, plus 20 million euro in net cash held by the company – for the acquisition of 100% of SIDI Sport, an iconic Italian brand that specialises in the production and sale of cycling and motorcycling footwear.

PRESENTATION TO ANALYSTS

The presentation for the financial community, updated with the results at September 30, 2022, will be made available on the Company's website in the Investor/Presentations section www.italmobiliare.it/en/investor/presentations) on November 9.

The Financial Reporting Officer of Italmobiliare S.p.A., Mauro Torri, certifies – pursuant to art. 154-bis, paragraph 2 of the Consolidated Law on Finance (Legislative Decree 58/1998) – that the accounting information contained in this press release agrees with the supporting documentation, books of account and accounting entries.

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