OVS S p A : THE BOARD OF DIRECTORS APPROVED THE RESULTS FOR FINANCIAL YEAR 2023

FY2023: SALES AND EBITDA INCREASE, SOLID CASH FLOW

IN THE FIRST MONTHS OF 2024 THE POSITIVE SALES TREND CONTINUED

ORDINARY DIVIDEND OF €0.07 PER SHARE

The year ended 31 January 2024 closed with net sales of €1,536 million, up 1.5% on the previous year, despite exceptionally unfavourable weather that penalised the apparel market in the initial periods of both seasons.

The performance was also due to the best fourth quarter ever, with net sales of €433.1 million and adjusted EBITDA of €60.7 million.

Adjusted EBITDA for the year was €182.2 million, or 11.9% of net sales. The trend in revenues and the gross margin, which rose to 57.3% of sales, more than offset the inflationary pressures on indirect costs.

Reported net profit was €52.4 million, up significantly compared with the previous year. Adjusted net profit was €75.9 million.

Cash flow was €64.3 million, after significant investments in special projects on operations.

Adjusted net financial position and the leverage ratio continue to improve, reaching €145.5 million and 0.80x as of 31 January 2024, respectively, after €47.8 million in dividend distributions and share buybacks.

Sales in the first months of 2024 are up by around 5% compared with the already robust performance in the same period of 2023.

The Board of Directors proposes a dividend of €0.07 per share to the Shareholders' Meeting. Considered together with the February 2024 dividends distribution, the dividend yield calculated on current share price is 4.6%.

The Board of Directors resolved to extend the current buyback plan for an additional €20 million.

FY 2023 Financial Results, 17 April 2024

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Statement by the Chief Executive Officer, Stefano Beraldo

2023 financial results

The year 2023 was characterised by a very delayed start of the summer and an anomalous persistence of warm temperatures until mid-October. This resulted in a strong penalization of sales in the months of May-June and September-October, among the most important in terms of turnover and margins. Furthermore, the group faced inflationary pressures on store, overhead and service costs.

The company, despite a reduction in the reference market of 2.5%, achieved sales growth of 1.5%, a gross margin of 57.3% on sales, up on the previous year, higher EBITDA than in the previous year and solid cash generation.

The group continues to evolve towards a growing focus on the needs of female customers, not only when they are mothers, and thus interested in the kids' segment, but - above all - to attract their interest for purchases intended for themselves. The women's segment reported the greatest growth, with particular appreciation of the collections dedicated to younger women, thanks to the excellent performance of B-Angel brand and beauty products. The Piombo brand continued to perform very well.

Cash flow for the year, after significant investments in special projects on operations, was €64.3 million.

Net financial position is constantly improving and the leverage ratio reached a value of 0.80x.

Current trading and business outlook

In 2024 the company expects sales to grow further compared with the fiscal year just ended, thanks to the ongoing strengthening of its customer base, increasingly appreciating the new product projects, and due to the effect of the expected weather normalisation. Year-to-date sales are up by around 5% compared with the same period in 2023, when they were already up sharply compared with the previous year.

The entire 2024 will benefit from the normalisation of product costs which, after a strong surge in the post-Covid period, began to decrease only from the second half of 2023. We expect that the increase in labour costs due to the renewal of the national contract will be offset by higher sales combined with improved margin.

By the end of 2024, we will complete the extraordinary investment in the new logistics automation systems, enabling optimised distribution of goods to each store, as well as the new smart cash registers, in the cloud and on the mobile platform, which allow complete integration between physical stores and digital systems, a personalised shopping experience and more streamlined and efficient store operations.

Goldenpoint project, the company for which we recently announced an investment agreement, is underway. We are confident that we can achieve sound results and create the basis for a significant future growth in this interesting market segment.

Update of the buyback plan

Given the importance of this instrument, we deem it is appropriate to continue with the share buyback programme with an additional amount of €20 million.

FY 2023 Financial Results, 17 April 2024

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Key economic results

The table shows the main economic and financial results reported and adjusted to represent the group's operating performance net of non-recurring events, which are unrelated to ordinary operations, and the effects of the adoption of IFRS 16.

€m		31 Jan 2024	31 Jan 2024		31 Jan 2023	31 Jan 2023		Change	Change %
	Reported	Adjusted		Reported	Adjusted		Adjusted	Adjusted

Net Sales	1,535.2		1,535.6	1,512.7		1,512.7	22.8	1.5%
Gross Margin	869.4		879.4	828.4		863.9	15.5	1.8%
GM%	56.6%		57.3%	54.8%		57.1%				+16ppt
EBITDA	359.5		182.2	316.6		180.2	2.0	1.1%
EBITDA%		23.4%		11.9%		20.9%		11.9%				(4ppt)
EBIT		126.9		119.1		90.9		120.1			(1.0)	(0.8%)
EBIT%		8.3%		7.8%			6.0%		7.9%				(18ppt)
PBT		72.3		101.3		56.1		106.1			(4.8)	(4.5%)
Net Income	52.4		75.9				39.6		78.4	(2.5)	(3.2%)
Market Share	9.6%		9.4%

See the Appendix section of the document for details on the reconciliation items between reported and adjusted results

FY 2023 Financial Results, 17 April 2024

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Net sales

Adjusted net sales for the year reached €1,535.6 million, up 1.5% compared with the previous year. The 2.9% sales increase of direct stores, essentially on a like-for-like basis, was diluted by the franchising performance which, although stable in the sell-out, was down in terms of sell-in due to delays in deliveries at the end of 2023. Stefanel and GAP sales rose further.

EBITDA

Adjusted EBITDA for the year was €182.2 million, up €2.0 million compared with 2022. The incidence on sales was 11.9%.

The performance of main brands was positive.

OVS's EBITDA is up and reached €152.6 million, or 13.4% on net sales, from €149.2 million, 13.3% on net sales, of the previous year. Upim's EBITDA reached €34.6 million, 9.9% on net sales, from €34.0 million, or 9.8% on net sales.

Net result

Adjusted net profit was €75.9 million. Compared with €78.4 million in the previous year, the result reflects on one hand the higher EBITDA and a better tax rate, and on the other higher depreciation and amortisation, due to investments, and increases in financial charges, which are modest compared with normal market rates thanks to a mix of sources in which the fixed-ratesustainability-linked bond is prevalent.

The reported net profit and net profit of OVS S.p.A. closed at €52.4 million and €58.9 million respectively, up significantly on the previous year.

FY 2023 Financial Results, 17 April 2024

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Summary statement of financial position

The table shows the reported and adjusted financial position in order to provide a balance sheet representation of the Group net of the application of IFRS 16 and reclassifying the liabilities for returns as per IFRS 15 among the components of operating working capital.

€m	31 Jan 2024	of which	of which	31 Jan 2024				31 Jan 2023	of which	of which	31 Jan 2023					Change
IFRS 16	IFRS 15				IFRS 16	IFRS 15
												Reported	impact	reclass	Adjusted				Reported	impact	reclass	Adjusted					Adjusted
Trade Receivables			105.2	0.0	25.1	80.1	115.2	(0.0)	27.7	87.5	(7.4)
Inventory				461.0	0.0	0.0	461.0	477.6	(0.0)	0.0	477.6			(16.7)
Trade Payables				(400.6)	4.8	0.0	(405.4)	(393.2)	20.8	0.0	(414.0)			8.6
Trade Working Capital				165.5	4.8	25.1	135.7				199.6	20.8	27.7	151.1			(15.5)
Other assets/(liabilities)				(149.6)	(7.3)	(25.1)	(117.2)	(139.0)	(15.1)	(27.7)	(96.1)			(21.0)
Net Working Capital				16.0	(2.5)	0.0	18.5	60.7	5.7	0.0	55.0	(36.5)
Tangible and Intangible Assets			2,100.3	916.1	0.0	1,184.2	2,117.9	953.8	0.0	1,164.1		20.1
Net deferred taxes				(27.8)	7.0	0.0	(34.8)	(30.3)	6.8	0.0	(37.1)		2.3
Other long term assets/(liabilities)				(11.3)	11.7	0.0	(23.0)	(4.2)	11.7	0.0	(15.9)		(7.1)
Pension funds and other provisions			(34.4)	0.0	0.0	(34.4)	(34.4)	(0.0)	0.0	(34.4)		0.1
Net Capital Employed		2,042.8	932.3	0.0	1,110.5		2,109.6	977.9	0.0	1,131.7		(21.2)
Net Equity		900.9	(64.4)	0.0	965.3		903.2	(57.4)	0.0	960.5			4.8
Net Financial Debt		1,141.9	996.7	0.0	145.2		1,206.5	1,035.3	0.0	171.2			(26.0)
Total source of financing		2,042.8	932.3	0.0	1,110.5		2,109.6	977.9	0.0	1,131.7		(21.2)

Treasury shares

Treasury shares in portfolio as of 31 January 2024 were 29,038,201, or 9.9814% of the share capital. As of 17 April 2024, the Company's treasury shares increased to 36,092,754, equal to 12.4063% of share capital.

FY 2023 Financial Results, 17 April 2024

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Summary statement of cash flows

The table shows the adjusted cash flows to represent the Group's operating performance net of non-recurring events which are unrelated to ordinary operations, net of the application of IFRS 16 and reclassifying liabilities for returns pursuant to IFRS 15 among the components of operating working capital.

€m		FY 2023		FY 2022

EBITDA Adjusted				182.2			180.2
Non recurring items	(3.6)	(8.1)
Change in Trade Working Capital	15.5	(8.2)
Other changes in Working Capital	(1.2)	2.1
Capex	(94.4)	(80.8)
Operating Cash Flow			98.5			85.2

Financial charges

Taxes & others

Net Cash Flow

excluding MtM hedging instruments and amoritzed cost, buyback and dividends

Dividends

Buyback

Change in Net financial position

excluding MtM hedging instruments and amoritzed cost

Change in MtM hedging instruments, amortized cost and FX differences

Change in Net financial position

including MtM

(16.2)(13.1)

(18.0)(8.0)

64.364.1

(16.4)(11.3)

(31.4)(24.5)

1. 28.2

1. (24.4)

1. 3.8

Cash generation for the year, before dividends distribution and buybacks of treasury shares, was €64.3 million. This result reflects the increase in EBITDA and the €15.5 million improvement in operating working capital, partially counterbalanced by higher investments.

Net financial position

As of 31 January 2024, the Group's net financial position, adjusted for the mark-to-market impact of hedging instruments and the adoption of IFRS 16, stood at €145.5 million, down by €16.5 million compared with 31 January 2023. The ratio of adjusted net financial position to adjusted EBITDA is 0.80x, an improvement compared to 0.90x as of 31 January 2023.

€m

Net Debt reported

Net Debt adjusted

for MtM hedging instruments and IFRS16

Leverage on EBITDA

Net Debt adjusted /

EBITDA Adjusted last 12 months

31 January 2024		31 January 2023

1,141.9 1,206.5

145.5 162.0

0.80x 0.90x

The net financial position takes into account the purchase during the year of €31.4 million of treasury shares (14,694,813 shares purchased at an average carrying price of €2.136) and the distribution of dividends of €16.4 million.

FY 2023 Financial Results, 17 April 2024

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Notice of the Shareholders' Meeting in ordinary and extraordinary session for 30 May 2024

At today's meeting, the Board of Directors also resolved to call a Shareholders' Meeting, in ordinary and extraordinary session, at the Company's registered office at Via Terraglio 17, Venice-Mestre, in a single session, on 30 May 2024 at 10:00 a.m., to discuss and pass resolutions, in ordinary session, on the approval of the financial statements for the year ended 31 January 2024 and on the proposed allocation of the net profit for the year. The Shareholders' Meeting will also be called in ordinary session: (i) to cast its binding vote on the Remuneration Policy for 2024 contained in Section I of the "Report on Remuneration Policy and Compensation Paid", and its advisory vote on the remuneration paid during 2023 set out in Section II of the report; and (ii) to pass a resolution on a new share incentive plan involving ordinary shares of OVS S.p.A., called the "2024-2026 Performance Share Plan".

In extraordinary session, the Shareholders' Meeting will then be called to decide on the adaptation of the Bylaws in relation to the methods of participation in assembly meetings.

Pursuant to Article 106, paragraph 4, of Decree-Law no. 18 of 17 March 2020, converted into law with amendments by Law no. 27 of 24 April 2020, as amended, the effectiveness of which was most recently extended to shareholders' meetings to be held by 31 December 2024 by Article 11, paragraph 2, of Law no. 21 of 5 March 2024 (the "Decree"), attendance of the Shareholders' Meeting by those entitled to vote will be permitted solely through the representative appointed by the Company pursuant to Article 135-undecies of Legislative Decree no. 58/98 ("TUF").

The notice of shareholders' meeting will be published according to the terms set by applicable legislation and made available on the Company's website at http://www.ovscorporate.it/it/governance/assemblea-degli-azionisti,2024 section, and the authorised storage facility "1INFO" at the site www.1info.it,where director's reports and explanatory notes by directors on the proposals regarding agenda items will also be made available, together with any further documentation required by law.

Annual and Consolidated Financial Statements, Consolidated Non-Financial Statement, Corporate Governance Report and Report on Remuneration Policy and Compensation Paid

Today the Board of Directors approved, in addition to the draft Financial Statements and Consolidated Financial Statements for 2023, the Consolidated Non-Financial Statement for 2023. The Declaration describes the main social, environmental and economic activities performed during 2023 and publicly discloses the medium/long-term objectives of the Sustainability Plan, which demonstrates the Company's vocation for growth and pursuit of sustainable business success, aimed at the creation of long-term value for shareholders while taking account of the interests of other Company stakeholders. The declaration will be made public according to the procedures and by deadlines established by law.

During the same session, the Board of Directors approved the Annual Report on Corporate Governance and Ownership Structure referred to in Articles 123-bis of the Legislative Decree of 24 February 1998 (TUF) and 89-bis of Consob Regulation no. 11971-199 (Issuers' Regulation) and the Report on Remuneration Policy and Compensation Paid prepared pursuant to Articles 123-ter of the TUF and 84-quater of the Issuers' Regulation.

Both these reports, as well as the Annual Report for the year ended 31 January 2024, containing, inter alia, the separate and consolidated financial statements for the year ended 31 January 2024, the Directors' Report on Operations, the Reports of the Statutory Auditors and the Independent Auditors, as well as the certification of the Chief Executive Officer and Financial Reporting Officer pursuant to Article 154-bis, paragraph 5 of the TUF and the consolidated non-financial statement pursuant to Legislative Decree no. 254/16, will be made available to the public within the deadlines and according to the methods established

by law, at the registered office, on the company website (http://www.ovscorporate.it/it/governance/assemblea-degli-azionisti,2024 section) and on the authorised storage mechanism 1INFO at the website www.1info.it.

Dividend

The Board of Directors has resolved to propose to the shareholders' meeting the payment of a dividend of €0.07 per share for the fiscal year 2023. The dividend will be paid out on 26 June 2024 (coupon detachment date 24 June 2024 and record date 25 June 2024). Coupon no. 7.

FY 2023 Financial Results, 17 April 2024

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Additional €20 million buyback approved

The Board of Directors, in execution of the authorisation to purchase treasury shares issued by the Shareholders' Meeting of 24 January 2024, today resolved to continue the implementation of the share buyback programme for an additional sum of up to €20 million. In order to implement this programme, the Company has granted to a leading intermediary and confirmed today, insofar as may be necessary, a mandate to take and implement decisions regarding the purchase of OVS shares, in full autonomy and in accordance with the contractually predefined parameters and criteria, with the provisions of applicable regulations, and with the authorising shareholders' resolution.

It should be recalled that the programme is designed to increase the portfolio of treasury shares in order

1. to execute investment transactions, directly or through intermediaries, including transactions to contain anomalous share price trends, to regularise trading and price performance, and support the liquidity of the security on the market, (ii) to hold shares for subsequent use (the creation of a "bank of shares", (iii) to service financial instrument-based remuneration and incentive plans reserved for directors and employees of OVS and/or the companies it directly or indirectly controls.
   It should also be recalled that the unit purchase price cannot be more than 10% higher or lower than the reference price recorded by the OVS share during the trading session preceding each individual transaction.
   For further information, see the press release dated 24 January 2024, available on the Company's website www.ovscorporate.itand on the authorised storage mechanism "1INFO" at the site www.1info.it. OVS will continue to disclose any purchase transactions to the market, in accordance with the applicable regulations. As of 17 April 2024, the Company held 36,092,754 treasury shares, equal to 12.4063% of share capital.

New Performance Share plan 2024-2026

The meeting of the Board of Directors today also approved the proposal formulated by the Remuneration and Appointments Committee to adopt the "Performance Shares Plan 2024-2026" (the "Plan") to be submitted for the approval of the Shareholders' Meeting of the Company that will be convened for 30 May 2024 in ordinary session.

In this regard, it should be noted that the Plan:

• is reserved for executive directors, managers with strategic responsibilities of OVS and other employees or contractors (including consultants and/or intellectual service providers) of the company and/or the OVS Group who perform functions with a significant impact on the sustainable success of the Company and the Group (the "Beneficiaries"), who will be named by the Board of Directors on the recommendation of the Remuneration and Appointments Committee, after consulting the Board of Statutory Auditors on the basis of their remit, following approval of the Plan by the Shareholders' Meeting.
  When approving the Plan, the Board of Directors identified the Company's Chief Executive Officer as the Beneficiary.
  The Plan is therefore to be considered of "particular importance" pursuant to the Issuers' Regulation and is an effective incentive and loyalty tool for key individuals, to maintain high and improve performance, contributing to increasing the growth and sustainable success of the Company and the Group.
• involves the grant, free of charge, to the Beneficiaries of total maximum number of 6,600,000 rights (the "Rights"), each of which entitles the Beneficiary to the award, free of charge, subject to the achievement of pre-determined performance targets measured at the end of the vesting period and on the basis of mechanisms and conditions defined in the Plan of 1 (one) share per each Right granted;
• includes a single grant cycle of rights with a three-year vesting period (2024 - 2026), at the end of which, following verification of the level of achievements of the performance targets and the satisfaction of the other conditions set by the Plan's provisions, the rights accrued and the number of Shares to be awarded to the Beneficiaries will be determined;
• will end in 2029, once the 24-monthlock-up period applied to 40% of the shares granted to Beneficiaries under the Plan has ended.
  For more information, see the "Directors' explanatory report on the fourth item on the agenda for the ordinary part" of the Shareholders' Meeting to be convened for 30 May 2024 and the attached information document on the Plan pursuant to Article 84-bis of the Issuers' Regulation. This documentation will be made available to the public at the registered office, on the Company's website (http://www.ovscorporate.it/it/governance/assemblea-degli-azionisti,2024 section) and on the

FY 2023 Financial Results, 17 April 2024

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authorised storage mechanism 1INFO at the site www.1info.itaccording to the terms established by the laws and regulations in force.

The beneficiaries and the maximum number of shares for the first three-year cycle of the "Performance Share Plan 2022-2026" have been identified

With reference to the incentive plan entitled the "Performance Share Plan 2022-2026", approved by the shareholders' meeting on 31 May 2022, it is hereby announced, pursuant to Article 84-bis of Consob Regulation No. 11971/1999 (the "Issuers' Regulation"), that the Board of Directors, with a favourable opinion from the Appointments and Remuneration Committee, has identified 96 beneficiaries, including the Chief Executive Officer, for the three-year period 2024-2026. The beneficiaries include managers with strategic responsibilities, employees and contractors.

The Board of Directors also resolved to grant beneficiaries rights to potentially receive shares of the Company in relation to the third three-year cycle of the Plan 2022-2026, up to a maximum number of 270,000 shares for the Chief Executive Officer, of 240,000 shares for Managers with Strategic Responsibilities and a total of 1,094,000 shares for other beneficiaries.

For further information regarding the Plan, see the information document prepared pursuant to Article 84- bis of the Issuers' Regulation, available on the Company's website at www.ovscorporate.it and on the authorised storage mechanism "1Info" at www.1info.it. The information required by Schedule 7 of Annex 3A to the Regulations for Issuers is attached.

Furthermore, today the Company's Board of Directors carried out the periodic assessments of its members' satisfaction of independence requirements, and the Board of Statutory Auditors verified their procedural correctness. In this context, the governance body confirmed, on the basis of the information available to the Company, that the independence requirements pursuant to Articles 147-ter and 148 of the TUF and of the Corporate Governance Code for listed companies had been met by its independent directors, noting that 5 out of 9 directors may qualify as directors meeting such requirements. Finally, the Company's Board of Statutory Auditors, in accordance with the Corporate Governance Code, verified that all its members met the independence requirements and informed the Board of Directors of this fact during the meeting of the latter held today.

FY 2023 Financial Results, 17 April 2024

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Other information

Company information

OVS S.p.A. is an Italian registered company (VAT No. 04240010274), with its registered office in Venice- Mestre, Italy. Shares of OVS S.p.A. have been listed on Euronext Milan since 2 March 2015.

It is hereby noted that OVS has adopted the regime derogating from Article 70, paragraph 6 and Article 71, paragraph 1 of the Issuer's Regulation, as indicated in the informational prospectus.

Declaration by the Financial Reporting Officer

The Financial Reporting Officer, Mr Nicola Perin, declares, pursuant to paragraph 2 of Article 154-bis of the Consolidated Law on Finance (TUF), that the accounting information contained in this press release corresponds to the documentary results, books and accounting records.

Conference call for the presentation of results

Tomorrow, 18 April 2024 at 3:00 pm, a conference call will take place with analysts and investors during which the main results for the financial year ended 31 January 2024 will be presented.

The conference call may be joined by dialling [phone] from Italy, [phone] from the UK and [phone] from the USA (for journalists, [phone]).

A presentation will be available and can be downloaded from the "Investor Relations", "Presentations" section of the Company website at www.ovscorporate.it. A recording of the conference call will also be made available on the website the day after the call.

Forthcoming events in the financial calendar

Wednesday, 12 June 2024 - Additional periodic information for the first quarter of 2024 Thursday, 19 September 2024 - Semi-annual Report at 31 July 2024

Monday, 16 December 2024 - Additional periodic information for the third quarter of 2024

For further information
Federico Steiner	Investor Relations
Barabino & Partners S.p.A.	OVS S.p.A.
[e-mail]	[e-mail]
Tel. [phone]	Via Terraglio 17, 30174 Venice - Mestre

Disclaimer

• The information presented in this document has not been audited.
• The document may contain forward-looking statements relating to future events and OVS's operating, financial and income results. By their very nature, such forecasts include an element of risk and uncertainty, as they depend on the occurrence of future events and developments. Actual results may differ significantly from those announced due to a variety of factors.

FY 2023 Financial Results, 17 April 2024

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