EL En S p A : Annual Financial Report 2021

Annual Financial Report as of December 31, 2021

EL.EN. S.p.A.

ANNUAL FINANCIAL REPORT AS OF DECEMBER 31st 2021

El.En. S.p.A.

Headquarters in Calenzano (Florence) - Via Baldanzese n. 17 Capital stock: underwritten and paid € 2.593.827.86 (*)

Company registered with the Registro delle Imprese di Firenze n. 03137680488

(*) On the date of the approval of this document

INDEX

CORPORATE BOARDS OF THE PARENT COMPANY	5
LETTER FROM THE PRESIDENT OF THE SHAREHOLDERS	6
MANAGEMENT REPORT 2021	7
INTRODUCTION	7
REGULATORY FRAMEWORK	7
SIGNIFICANT EVENTS WHICH OCCURRED DURING THE FINANCIAL YEAR 2021	7
DESCRIPTION OF THE ACTIVITIES OF THE GROUP	8
DESCRIPTION OF THE GROUP	12
ALTERNATIVE NON-GAAP MEASURES	13
PERFORMANCE INDICATORS	14
GROUP FINANCIAL HIGHLIGHTS	15
CONSOLIDATED INCOME STATEMENT AS OF DECEMBER 31ST 2021	21
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AND NET FINANCIAL POSITION AS
OF DECEMBER 31ST 2021	23
RECONCILIATION CHART COMPARING THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION
WITH THE STATEMENT OF FINANCIAL POSITION OF THE PARENT COMPANY	25
RESULTS OF THE PARENT COMPANY EL.EN. S.p.A	26
SUBSIDIARY RESULTS	30
RESEARCH AND DEVELOPMENT ACTIVITIES	35
RISK FACTORS AND PROCEDURES FOR THE MANAGEMENT OF FINANCIAL RISKS	41
STOCK OPTIONS OFFERED TO ADMINISTRATORS, COLLABORATORS AND EMPLOYEES	43
TREASURY STOCK	44
STAFF	45
CORPORATE GOVERNANCE AND OWNERSHIP IN APPLICATION OF D.LGS. 231/2001	46
REMUNERATION REPORT ex art. 123-ter TUF e 84-quater Reg. CONSOB 11971/1999	46
CONSOLIDATED NON-FINANCIAL STATEMENT	46
INFORMATION RELATED TO THE EU REGULATIONS 679/2016 ON THE PROTECTION OF PERSONAL
DATA	46
INTERGROUP RELATIONS AND RELATED PARTIES	46
OPT-OUT REGIME	47
OTHER INFORMATION	47
SUBSEQUENT EVENTS	48
CURRENT OUTLOOK	49
DESTINATION OF THE NET INCOME	49
REPORT ON THE CORPORATE GOVERNANCE AND OWNERSHIP
GLOSSARY	51
1.0 PROFILE OF THE ISSUER	52
2.0 INFORMATION ON THE OWNERSHIP STRUCTURE (pursuant to art. 123-bis, para. 1, TUF)
AT 31 DECEMBER 2021	56
a) Structure of share capital (pursuant to art. 123-bis, para. 1, letter a), TUF)	56
b) Restrictions on the transfer of securities (pursuant to art. 123-bis, para. 1, letter b), TUF)	56
c) Significant interests in share capital (pursuant to art. 123-bis, para. 1, letter c), TUF)	56
d) Securities with special rights (pursuant to art. 123-bis, para. 1, letter d), TUF)	56
e) Employee share ownership: mechanism for exercising voting rights (pursuant to art. 123-bis, para. 1,
letter e) TUF)	56
f) Restrictions on voting rights (pursuant to art. 123-bis, para. 1 letter f), TUF)	56
g) Shareholders' agreements (pursuant to art. 123-bis, para. 1. letter g), TUF)	56
h) Change of control clauses (pursuant to art. 123-bis, para. 1, letter h), TUF) and articles of association
on public tender offers (pursuant to arts. 104, para. 1-ter, and 104-bis, para. 1, TUF)	56
i) Delegation of power to increase share capital and authorisations to purchase treasury shares (art. 123-bis,
para. 1, letter m), TUF	56
l) Management and coordination (pursuant to art. 2497 et seq. c.c.)	57
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3.0 COMPLIANCE (pursuant to art. 123-bis, para. 2, letter a), TUF)	58
4.0 BOARD OF DIRECTORS	59
4.1 Role of the Board of Directors - ART. 1 CODE	59
4.2 APPOINTMENT AND REPLACEMENT (pursuant to art. 123-bis, para. 1, letter l) first part, TUF)	61
4.3 COMPOSITION (pursuant to art. 123-bis, para. 2, letters d) and d-bis), TUF)	63
4.4 FUNCTIONING OF THE BOARD OF DIRECTORS (pursuant to art. 123-bis, para. 2, letter d), TUF)	67
4.5 ROLE OF THE CHAIRMAN OF THE BOARD OF DIRECTORS (Principle X - Rec. 12, 18)	68
4.6 EXECUTIVE DIRECTORS	71
4.7 INDEPENDENT DIRECTORS AND LEAD INDEPENDENT DIRECTOR (Principle VI; Rec. 5, 6, 7, 13, 14)	71
5.0 MANAGEMENT OF CORPORATE INFORMATION (Rec. 1, letter f)	74
6.0 BOARD COMMITTEES (pursuant to art. 123-bis, para. 2, letter d), TUF) - Art. 3 (Principle XI, Rec. 11, 16,
17)	76
7.0 SELF-ASSESSMENT OF DIRECTORS AND SUCCESSION - NOMINATIONS COMMITTEE
(Art. 4 Code)	78
7.1 SELF-ASSESSMENT OF DIRECTORS AND SUCCESSION	78
7.2. NOMINATIONS COMMITTEE (Rec. 19)	79
8.0 REMUNERATION OF THE DIRECTORS - REMUNERATION COMMITTEE ART. 5 CODE	81
8.1 REMUNERATION OF DIRECTORS	81
8.2 REMUNERATION COMMITTEE	83
9.0 SYSTEM OF INTERNAL CONTROL AND RISK MANAGEMENT - CONTROL AND RISKS
COMMITTEE - ART. 6 CODE	85
9.1 CHIEF EXECUTIVE OFFICER	86
9.2 CONTROL AND RISKS COMMITTEE	86
9.3 INTERNAL AUDIT MANAGER	88
9.4 ORGANISATIONAL MODEL pursuant to Decree 231/2001	89
9.5 AUDITING FIRM	89
9.6 EXECUTIVE RESPONSIBLE FOR PREPARING CORPORATE ACCOUNTING DOCUMENTS	90
9.7 COORDINATION BETWEEN PARTIES INVOLVED IN THE SYSTEM OF INTERNAL CONTROL AND
RISK MANAGEMENT	90
10.0 DIRECTORS' INTERESTS AND RELATED-PARTY TRANSACTIONS	91
11.0 BOARD OF STATUTORY AUDITORS	93
11.1 APPOINTMENT AND REPLACEMENT	93
11.2 COMPOSITION AND FUNCTIONING (pursuant to art. 123-bis, para. 2, letters d) and d-bis), TUF))	94
12.0 SHAREHOLDER RELATIONS	97
13.0 SHAREHOLDERS' MEETINGS (pursuant to art. 123-bis, para. 2, letter c), TUF)	98
14.0 ADDITIONAL CORPORATE GOVERNANCE PRACTICES (pursuant to art. 123-bis, para. 2,
letter a), TUF)	102
15.0 CHANGES SINCE THE END OF THE REPORTING PERIOD	103
16.0 CONSIDERATIONS ON THE LETTER FROM THE CHAIRMAN OF THE CORPORATE
GOVERNANCE COMMITTEE	104
TABLES
Table 1: INFORMATION ON THE OWNERSHIP STRUCTURE	106
Table 2: COMPOSITION OF THE BOARD OF DIRECTORS ON THE REPORTING DATE	107
Table 3: COMPOSITION OF BOARD COMMITTEES ON THE REPORTING DATE	108
Table 4: COMPOSITION OF THE BOARD OF STATUTORY AUDITORS	109
ATTACHMENTS
Attachment 1: Section on "Main features of the systems of internal control and risk management applied
in relation to the separate and consolidated financial reporting process", pursuant to art. 123-bis, para. 2,
letter b), TUF	111

CONSOLIDATED FINANCIAL STATEMENT OF EL.EN. GROUP AS OF
DECEMBER 31st 2021	114
FINANCIAL CHARTS AND NOTES	114
CONSOLIDATED STATEMENT OF FINANCIAL POSITION	115
CONSOLIDATED INCOME STATEMENT	117
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME	118
CONSOLIDATED CASH FLOW STATEMENT	119
CHANGES IN THE CONSOLIDATED SHAREHOLDERS' EQUITY	120

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT	121
DECLARATION OF THE CONSOLIDATED FINANCIAL STATEMENT IN CONFORMITY WITH
ART.81-TER CONSOB REGULATION N. 11971 OF MAY 14th, 1999 AND LATER MODIFICATIONS
AND ADDITIONS	178
REPORT OF THE INDEPENDENT AUDITORS	179
FINANCIAL STATEMENT OF EL.EN. S.p.A. AS OF DECEMBER 31st 2021	185
ACCOUNTING CHARTS AND NOTES	185
STATEMENT OF FINANCIAL POSITION	186
INCOME STATEMENT	188
STATEMENT OF COMPREHENSIVE INCOME	189
CASH FLOW STATEMENT	190
CHANGES IN THE SHAREHOLDERS' EQUITY	191
NOTES TO THE SEPARATE FINANCIAL STATEMENT	192
DECLARATION OF THE SEPARATE FINANCIAL STATEMENT IN CONFORMITY WITH
ART.81-TER CONSOB REGULATION N. 11971 OF MAY 14th, 1999 AND LATER
MODIFICATIONS AND ADDITIONS	236
REPORT OF THE INDEPENDENT AUDITORS ON THE FINANCIAL
STATEMENTS OF EL.EN. S.p.A.	237
REPORT OF THE BOARD OF STATUTORY AUDITORS	243

This document has been translated into English for the convenience of readers who do not understand Italian. The original Italian document should be considered the authoritative version.

The financial statements constitute a non-official version which is not compliant with the provisions of the Commission Delegated Regulation (EU) 2019/815.

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