Landi Renzo S p A : PR Financial Results FY2021 capital increase

Press release

March 15, 2022

Landi Renzo:

New Business Plan to accelerate Landi Group's growth as a leading strategic player in both the sustainable mobility segment and in the segment of infrastructures for developing hydrogen and biomethane as the energy sources of the future

Under the non-binding term sheet signed, Itaca Equity Holding - whose main shareholder is Tamburi Investment Partners - will acquire a minority stake, and the Landi Family will keep a controlling interest in the Group

Capital increase up to a maximum of €60 million approved, pursuant to Article 2443 of the Italian Civil Code, to be submitted to the General Shareholders' Meeting called on April 29, guaranteed up to €50 million by Itaca and by the Landi Family, assuming completion of the transaction

The Board of Directors approved the results at December 31, 2021, marked by a

return to profit and with margins nearly twice as high as the previous year

• Consolidated revenues amounted to €242 million, sharply up compared to the same period of the previous year (€142.5 million, on a like-for-like consolidation basis revenues rose by 17.1% compared to the same period of the previous year)
• Adjusted EBITDA was €14.6 million, nearly twice the amount at December 31, 2020 (€8 million)
• EBITDA was €12.6 million (5.2% of revenues), up 89.6% compared to the previous year
• Net result positive for €545 thousand, compared to a loss of €7.8 million at December 31, 2020
• Net Financial Debt was €133,493 thousand (€72,917 thousand at December 31, 2020), of which €25,436 thousand related to the financial commitment for the acquisition of Metatron S.p.A.

• The Clean Tech Solutions infrastructure segment continued to grow through the SAFE&CEC subsidiary, thanks to the contribution of both biomethane and the CNG compression infrastructure sector, with a significant improvement in revenues and profitability, as well as a significant cash generation. For the full year, revenues amounted to €92.3 million (€69,1 million for the consolidation period), adjusted EBITDA was positive at €8,343 thousand (€7,409 thousand in the consolidation period), and EBITDA was positive at €7,078 thousand. EBIT was positive at €5,390 thousand. With the acquisition of Idro Meccanica, SAFE&CEC positioned itself as a leader in hydrogen compression solutions.

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• The traditional automotive business was impacted by the lower-than-expected performance of the After Market in the first half of the year, which however started growing again in the second half of 2021, and then reported a Q4 in line with 2019.
• The Indian joint venture Krishna Landi Renzo, consolidated using the equity method, reported very positive results both in terms of revenues (€19.6 million) and margins (EBITDA at €3.6 million, above 18%), with positive forecasts of strong improvement during 2022 and very interesting prospects for the coming years.
• Metatron, an international leader in the sector of natural gas and hydrogen-based components for the Mid&Heavy Duty segment, more than doubled its sales of hydrogen components, but recorded a decrease in sales in China in the second half of the year, due to regulatory changes and to overstocking, which impacted the yearly performance.

Cavriago (RE), March 15, 2022

The Board of Directors of Landi Renzo, chaired by Stefano Landi, met today and acknowledged the communication received by Chairman Stefano Landi on the subscription by the controlling shareholders of Landi Renzo - Girefin S.p.A and Gireimm S.r.l., which jointly hold 59.16% of Landi Renzo's share capital

• of a non-binding term sheet with Itaca Equity Holding S.p.A. laying the basis of a transaction whereby the latter will acquire a minority interest in the share capital of Landi Renzo, as long-period investor, to support Landi Renzo's expansion in both the compression and the automotive segments. The main shareholder of Itaca Equity Holding is Tamburi Investment Partners. The transaction involves a co- investment by Land Renzo's CEO Cristiano Musi.

The Board of Directors also approved the Group's new 2022-2025 Business Plan, which forecasts a significant growth for the Group as a strategic expert in the biomethane and hydrogen segments, with a product range spanning the entire value chain, from compression for injection into the grid or transport of biomethane and hydrogen to compression solutions throughout the pipeline and for distribution, with a full range of solutions also for sustainable gas-andhydrogen-powered mobility for the After Market, Passenger Car and Mid&Heavy Duty segments.

As part of the new Business Plan and with a view to providing the Group with the necessary financial resources, the Board of Directors decided to submit to the forthcoming General Shareholders' Meeting the proposal to delegate the Board of Directors itself to increase, pursuant to Article 2443 of the Italian

Civil Code, the share capital up to a maximum amount of €60.0 million, not subject to split up to €50 million, with options, to be paid up by cash contributions or voluntary offsetting, pursuant to Article 1252 of the Italian Civil Code, against receivables claimed by the subscribers from Landi Renzo and to be subscribed no later than December 31, 2023, with the subscription price of the shares proposed to be set as the lesser of €0.6 per share and the TERP calculated on the basis of the weighted average market prices of the LR stock in the five days prior to the date on which the price is fixed, with a 15% discount. The capital increase is guaranteed by the

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March 15, 2022

Landi Family and by Itaca Equity Holding up to €50.0 million, assuming the completion of the transaction between the Landi Family and Itaca Equity Holding themselves.

The ensuing improved capital solidity will allow the Group to increase its role as aggregator of leading technology and market players in the sectors covered at the global level.

During the same meeting, the Board of Directors also approved the Draft Financial Statement of the Company and the Consolidated Financial Statements at December 31, 2021.

2021 was a year of transformation for the Group, which thanks to some M&As expanded its business scope both in the automotive and infrastructure segments, increasing its exposure to hydrogen and biomethane.

In particular, through the consolidation of SAFE&CEC and acquisition of Idro Meccanica, the Group has increasingly positioned itself among the global leaders in the segment of alternative compressors for the distribution of CNG, biomethane and hydrogen, which are growing rapidly at the global level. In particular, the infrastructure segment (net of Idro Meccanica) accounted for over 35% of Landi Renzo's revenues and over 50% of its adjusted EBITDA.

Through the acquisition of Metatron, the Group also positioned itself as a leader in pressure regulators for biomethane, CNG, LNG and hydrogen for the Light Commercial Vehicle and Mid&Heavy Duty segments, with access to a highly advanced product portfolio, in addition to reach the main OEMs in the sector at the global level, from Europe to China.

"We faced an intense year of work and new challenges in 2021, in which the foundations were laid for Landi Renzo Group's future. Despite the rapidly changing international macroeconomic context, our Group undertook significant transactions to reinforce its business. These included line-by-line consolidation of SAFE&CEC and the recent acquisition of Idro Meccanica, which we believed strongly in due to its potential in hydrogen solutions, as well as the acquisition of Metatron, which we plan to complete by the end of the first quarter of this year. Many new developments lie in store for 2022, starting from the minority investment by Itaca Equity Holding, which I am very satisfied with, as it is also an investee of Tamburi Investment Partner and of many major Italian family offices. The goal is to speed our strategic plan to increase our leadership in the infrastructure business - fuel and compression systems for the distribution of methane, hydrogen and biogas - as well as green mobility. Our Group has all the traits needed to grasp the opportunities that the market has to offer us, harnessing not only a broader portfolio of products, solutions and relationships, but also an expanded team of managers, employees and contractors, who are a source of strength and essential support for our development," stated Stefano Landi, Chairman of Landi

Renzo S.p.A.

Cristiano Musi, Chief Executive Officer of Landi Renzo S.p.A., commented: "It was a challenging year in which our Group embarked on a major process of transformation to become an increasingly important

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March 15, 2022

player in energy decarbonisation, with a strong focus on biomethane and hydrogen. We are satisfied with the constant growth of SAFE&CEC, which reported increased revenues, a significant rise in profitability and a strong cash generation, as well as with that of the Indian joint venture Krishna Landi Renzo, which achieved very positive results in terms of turnover and margins, with a strong improvement in performance expected in 2022 and sound prospects for the coming years. We are highly confident that the ongoing integration with Metatron will result in a global leader in alternative gas- and hydrogen-fueled mobility." "The transaction announced today through the signing of a non-binding term sheet," CEO Cristiano Musi continued, "leaves control with the Landi Family, yet involves the purchase of interests by highly prestigious, experienced minority shareholders, filling us all with even greater enthusiasm, in the knowledge that we are in the right position to be leading global players in the segments of sustainable mobility and infrastructures for developing hydrogen, biomethane and natural gas solutions, which are the new energy frontier. The new strategic plan seeks to enhance our strategic portfolio, with various options for growth and value creation. Today, more than ever, our Group - together with SAFE&CEC, Idro Meccanica, Metatron and the traditional automotive business - has a strategic positioning in business and market segments that are as diverse as complementary to each other, have high growth and attraction rate and offer high value added products to end customers. We entered 2022 with a strong order backlog for both the infrastructure and automotive segments, driven by the After Market recovery and facilitated by the high price of oil."

Consolidated Financial Highlights at December 31, 2021

The consolidated financial results at December 31, 2021 are not directly comparable with those for the same period of the previous year due to the following factors:

• line-by-lineconsolidation of the SAFE&CEC Group's results as of May 2021 (Clean Tech Solutions sector) following amendments to the shareholders' agreement that conferred greater decision-making autonomy on Landi Renzo, enabling it to exercise control pursuant to IFRS 10;
• acquisition of a 49% equity interest in the Metatron Group in August 2021 (subsequently increase to 73% in February 2022), which, in light of the agreements in place, allowed to consolidate it pursuant to IFRS 10.
  Landi Renzo Group's revenues for 2021 totaled €241,994 thousand (€142,455 thousand at December 31, 2020), up €99,539 thousand (+69.9%) compared to the same period of the previous year. On a like-for- like consolidation basis, the increase was 17.1%. Revenues of the Green Transportation sector at December 31, 2021 amounted to €172,914 thousand and included €6,095 thousand attributable to Metatron for the period August-December 2021.

At December 31, 2021, adjusted EBITDA was positive at €14,614 thousand (6% of revenues), compared to €8,017 thousand for the previous year (5.6% of revenues).

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EBITDA was positive at €12,615 thousand (positive at €6,652 thousand at December 31, 2020), including non-recurring costs amounting to €1,999 thousand (€1,365 thousand at December 31, 2020).

EBIT for the reporting period was negative at €2,941 thousand (negative at €5,541 thousand at December 31, 2020), after amortization, depreciation and impairment losses totaling €15,556 thousand (€12,193 thousand at December 31, 2020), of which €3,136 thousand due to the application of IFRS 16 - Leases (€2,254 thousand at December 31, 2020).

The Indian joint venture Krishna Landi Renzo, consolidated using the equity method, continued to report very positive results: in 2021, it significantly increased its sales to a major Indian OEM customer, recording €19.6 million revenues and €3.6 million EBITDA. Accordingly, the equity interest was written up for €1,286 thousand (compared to a write-up of €90 thousand at December 31, 2020). India thus confirmed its position as one of the countries where gas mobility will develop faster both in the Passenger Car and the Mid&Heavy Duty segments, thanks to the growing interest of the Indian government in developing a sustainable mobility based on natural gas.

EBT was positive at €1,771 thousand (negative at €11,391 thousand at December 31, 2020).

Net Result for the Group and minority interests at December 31, 2021 was positive at €545 thousand compared to a €7,850 thousand loss for the same period of 2020.

Net Financial Debt totaled €133,493 thousand at December 31, 2021 (€72,917 thousand at December 31, 2020), of which €12,821 thousand due to the application of IFRS 16 - Leases, €99 thousand due to the fair value of financial derivative contracts and €25,436 thousand due to the residual debt for the acquisition of the Metatron Group (the amount has been classified in item Other current liabilities in the consolidated financial statements). Excluding the effects arising from the application of this standard, the fair value of financial derivative contracts and the remaining debt for the acquisition of equity interests, Net Financial Debt at December 31, 2021 would have been €95,137 thousand, of which €4,023 thousand attributable to the Clean Tech Solutions sector (strongly improving compared to the previous quarter), and €91,114 thousand attributable to the Green Transportation sector.

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