19.03.2024 17:35 - The BoD of Piovan SpA approves the consolidated financial statements and the draft financial statements as of 31.12.23

Press Release

THE BOD OF PIOVAN S.P.A. APPROVES THE CONSOLIDATED FINANCIAL STATEMENTS

AND THE DRAFT FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023

PIOVAN GROUP CLOSES 2023 WITH RECORD RESULTS: GROUP REVENUE REACHED € 570.5 MILLION (> €

580 MILLION AT CONSTANT FX), UP 7.4% ON THE PREVIOUS YEAR, AND ADJUSTED EBITDA AMOUNTED TO

• 78.9 MILLION (+25.8% ON 2022). THE GROUP CONTINUES TO PROVE ITS ABILITY TO GENERATE CASH, WITH NFP DECREASING TO € 57.8 MILLION, FROM € 88.1 MILLION IN DECEMBER 2022.
• • Total consolidated revenue and other income of € 570.5 million, up 7.4% on December 31, 2022 (+4.6% on a like-for-like basis);
  • Consolidated Adjusted EBITDA of € 78.9 million (13.8% margin), increasing 25.8% on December 31, 2023 (+23.6% on a like-for-like consolidation basis and excluding certain non-recurringitems);
  • Consolidated Operating Profit (EBIT), excluding the effects of the Purchase Price Allocation of IPEG ("PPA"), of € 68.6 million (12.0% margin), up on € 51.9 million at December 2022 (+32.2%);
  • Consolidated Net Profit of € 48.8 million (8.6% margin), increasing by € 14.1 million (+40.4%) on December 31, 2022;
  • Consolidated Net Financial Position is negative for € 57.8 million. Excluding the effects of the application of IFRS 16, the consolidated net financial position as of December 31, 2023 would amount to negative € 40.5 million;
  • Proposed dividend of € 0.27 per share.

Santa Maria di Sala (VE), March 19, 2024 - the Board of Directors of Piovan S.p.A. ("Piovan" or the "Company") today reviewed and approved the 2023 Group Consolidated Financial Statements and the Draft Separate Financial Statements of the Company.

"2023 was another record-breaking year for the Piovan Group: despite the macroeconomic environment affected by numerous instability factors, such as the conflicts in Ukraine and the Middle East, our financial performance for the year confirmed our ambitious targets, with revenue exceeding Euro 570 million, EBITDA close to Euro 80 million and net profit close to Euro 50 million. Ninety years after its founding and sixty years from the 'Company's entry into the polymers sector, we have now embarked on a journey to simplify the architecture of our brands, with the aim of developing the identity of the Piovan Group on the international market and supporting the effective integration of our Group" states Nicola Piovan, Executive Chairman of Piovan S.p.A.

Piovan S.p.A.

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"We are very pleased with the Group's performance, which - despite a market weakened by high interest rates levels - has continued to gain market share thanks to a strategy of constantly looking for new opportunities. Exemplified by the recent strengthening in India with the acquisition of a majority stake in Nu-Vu Conair and the continued expansion in emerging markets" added Filippo Zuppichin, Chief Executive Officer of Piovan S.p.A.

The 2023 consolidated key financial highlights follow:

				Economic performance indicators				Changes
	(amounts in €'000)					% on total			2022 (*)			% on total			2023 vs
		2023			revenues and					revenues and					%
											2022
						other income						other income
	Revenue	559,099			98.0%		519,801		97.8%	39,298			7.6%
	Other revenue and income	11,422			2.0%		11,594		2.2%	(172)			(1.5%)
	TOTAL REVENUE AND OTHER INCOME	570,521			100.0%		531,395		100.0%	39,126			7.4%
Adjusted EBITDA	78,850			13.8%		62,702		11.8%	16,148			25.8%
	EBITDA	78,415			13.7%		61,622		11.6%	16,793			27.3%
OPERATING PROFIT	64,655			11.3%		44,692		8.4%	19,963			44.7%
PROFIT BEFORE TAXES	64,899			11.4%		46,350		8.7%	18,549			40.0%
Income taxes	15,989			2.8%		11,509		2.2%	4,480			38.9%
NET PROFIT	48,910			8.6%		34,841		6.6%	14,069			40.4%
Attributable to:
Owners of the parent	49,400			8.7%		34,588		6.5%
Non-controlling interests	(490)			(0.1%)		253		0.0%
Basic earnings per share	0.97					0.68
Diluted earnings per share	0.96					0.67

1. FY 2022 includes only 11 months of the IPEG group.

Revenue analysis

Revenue

Piovan Group Revenue in 2023 amounted to € 559.1 million, with a strong growth on € 519.8 million in 2022, increasing by 7.6%.

Recognizing the effect of the acquisition of IPEG group retroactively to January 1, 2022, revenue in 2022 would have been equal to € 533.4 million, increasing by 4.8% in 2023.

Revenue calculated at constant fx rate (i.e. converting at the average exchange rate of 2022) would have increased by € 11.3 million at € 570.4 million, showing a growth of 9.7% on 2022. The exchange effect on revenue was mainly due to the trends of the US dollar against the Euro and, to a lesser extent, to trends in the Renminbi.

Piovan S.p.A.

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Revenue by Business Segment

€/000	2023	%	2022 (*)	%	2023 vs 2022	%
Technical Polymers	430,098	76.9%	397,122	76.4%	32,976	8.3%
Food & Industrial Applications	42,451	7.6%	46,628	9.0%	(4,177)	(9.0%)
Services	86,550	15.5%	76,051	14.6%	10,499	13.8%
Revenue	559,099	100%	519,801	100.0%	32,298	7.6%

1. FY 2022 includes only 11 months of the IPEG group.

For what concerns the dynamic of Revenue by Business Segment in 2023, it should be noted that:

• Technical Polymers Systems revenue increased by 8.3%. With good performances across all geographic areas, the increase is attributable to (i) growing investments in new technical materials which enable increasingly high tech applications; (ii) an increase of investments in the automotive sector , whereby the transition to electric models requires a significant transformation of metal components into technical polymers; and (iii) the continued growth of medical applications;
• Food & Industrial Applications Systems revenue contracted on 2022 by 9.0%, although recovering on the first half of this year (in which it reduced by 19.9%). The decrease in the segment is mainly due to the order intake in the powder automation area for the creation of new technical materials, which has diverted resources from the development of food powder solutions, and is partly due to the development timeframes for some projects that are taking longer than expected;
• the Services division reported revenue growth of 13.8% on the previous year, confirming Group development expectations for this market.

Revenue by geographic area

€/000	2023	%	2022 (*)	%	2023 vs 2022	%
EMEA	185,179	33.1%	185,463	35.7%	(284)	(0.2%)
ASIA	53,888	9.6%	44,095	8.5%	9,793	22.2%
NORTH AMERICA	299,975	53.7%	272,670	52.5%	27,305	10.0%
SOUTH AMERICA	20,057	3.6%	17,573	3.4%	2,484	14.1%
Revenue	559,099	100%	519,801	100%	39,298	7.6%

1. 2022 includes only 11 months of the IPEG Group.

North America revenue increased mainly as a result of the expanded market share and the strong refrigeration and heat-transfer product performance, with Thermal Care (one of IPEG Group's US subsidiaries) contributing most.

Growth in Asia, up by 22.2%, is mainly due to the increased market share - despite the Asian market still being slowed by the challenges in China - in addition to the Group's strong development in the Indian market.

Performance in Europe is affected by the fact that major projects underway in the Food area have North America as their final destination and are developed in Europe. The business therefore generally continues to see positive signals, with a significant increase in market share.

Finally, South America continues to perform well, with growth of 14.1%, thanks to a satisfying backlog at the beginning of the year.

Piovan S.p.A.

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Other revenue and income

Other revenue and income is substantially in line with 2022 at € 11.4 million (€ 11.6 million in the previous year). Recognizing the effect of the acquisition of IPEG group retroactively to January 1, 2022, Other revenue and income for the Piovan Group would have been equal to € 12.3 million (-7.1%).

Total revenue and other income

Piovan Group total revenue and other income in 2023 therefore totaled € 570.5 million, with a considerable growth on € 531.4 million in 2022, +7.4%. Recognizing the effect of the acquisition of IPEG group retroactively to January 1, 2022, revenue and other income in 2022 would have been € 545.7 million, increasing by 4.6% in 2023.

Analysis of Group economic results

EBITDA

EBITDA in 2023 totaled € 78.4 million, increasing by 27.3% on € 61.6 million in 2022 (13.7% margin on "Total Revenue and other income" vs 11.6% in 2022).

Recognizing the effect of the acquisition of IPEG group retroactively to January 1, 2022, EBITDA in 2022 would have been equal to € 62.7 million, increasing by 25.0% in 2023.

The growth in EBITDA reflects certain non-recurring costs incurred for activities related to the integration of IPEG group and certain additional costs related to a contract in the Food market for a subsidiary, as described above.

Adjusted EBITDA

Adjusted EBITDA in 2023 totaled € 78.9 million (excluding certain non-recurring or extraordinary items from EBITDA), for a margin on total revenue and other income of 13.8% and up 25.8% on the 2022 Adjusted

EBITDA.

Recognizing the effect of the acquisition of IPEG group retroactively to January 1, 2022, Adjusted EBITDA in 2022 would have been equal to € 63.8 million, increasing by 23.6% in 2023.

EBIT

EBIT in 2023 totaled € 64.7 million, up on € 44.7 million in 2022.

It should be noted that EBIT reflects the PPA of IPEG, which alone included the recognition of the amortization of intangible assets of € 3.9 million (€ 7.2 million in 2022).

The EBIT margin on total revenue and other income is equal to 11.3%, compared to 8.4% for the previous year.

Piovan S.p.A.

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Excluding the effects of the PPA as described above, EBIT would have been equal to € 68.6 million, for a margin on total revenue and other income of 12.0% (€ 51.9 million in 2022, for a margin of 9.8% on total revenue and other income).

Net Profit

The Net Profit in 2023 was equal to € 48.9 million, increasing on € 34.8 million on the previous year. The margin on total revenue and other income was equal to 8.6% (6.6% in 2022).

The net profit in 2023 benefited from the gain on the sale of Toba PNC. The company, deconsolidated as of the date the transfer of control was finalized, had negative equity of € 2.6 million (of which € 1.3 million related to minority interests).

Excluding the amortization of the IPEG PPA of € 3.9 million (€ 7.2 million in 2022), the related tax effect of €

2.3 million (€ 1.5 million in 2022), and the gain on the sale of Toba PNC, the Net Profit would have amounted to € 49.2 million (€ 40.6 million in 2022), with a margin on total revenue and other income of 8.6% (7.6% in 2022). The Net Profit in 2022 benefitted from the following two effects: (i) € 1.7 million in currency effects during the period due to the performance of the dollar against the euro, the Group's functional currency, related to a loan in euro issued by the parent company Piovan S.p.A. to Piovan North America; (ii) € 2.8 million related to the benefit recognized in relation to the "Patent Box" agreement.

Earnings per share

Earnings per share amounted to € 0.97 as of December 31, 2023, compared to € 0.68 as of December 31, 2022.

Group Balance Sheet items Overview

Consolidated Net Financial Position

The consolidated net financial position at December 31, 2023 was negative and equal to € 57.8 million, improving on the negative net financial position of € 88.1 million at December 31, 2022, generating net cash in the amount of € 30.3 million. Operating activities offset the absorption of cash from the approval and payment of dividends by the parent company Piovan S.p.A. (the "Parent Company") in May 2023 for approximately € 10.2 million, and the investments made in 2023 for approximately € 9.7 million, in addition to the instalments paid on medium/long-termloans.

Piovan S.p.A.

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€/000

31.12.2023

31.12.2022

A. Cash	79,285		74,365
B. Cash equivalents	13,500		20,000
C. Other current financial assets	6,556		6,815
D. Liquidity (A+B+C)	99,341		101,180
E. Current financial debt (including debt instruments, but excluding current portion	(23,906)		(10,504)
of non-current financial debt)
F. Current portion of non-current financial debt	(36,567)		(32,692)
G. Current financial indebtedness (E+F)	(60,473)		(43,196)
H. Net current financial indebtedness (G-D)	38,868		57,984
I. Non-current financial debt (excluding current portion and debt instruments)	(94,121)		(142,770)
J. Debt instruments	-		-
K. Non-current trade and other payables	(2,500)		(3,295)
L. Non-current financial indebtedness (I+J+K)	(96,621)		(146,065)
M. Total net financial position (H+L)	(57,753)		(88,081)

Excluding the effects of the application of IFRS 16, the Group net financial position at December 31, 2023 would have amounted to negative € 40.5 million, improving on negative of € 70.2 million at December 31, 2022.

The item "Current financial debt (including debt instruments, but excluding the current portion of the non- current financial debt)" includes the fair value estimate of the earn-out (previously included under "Non- current financial debt"), of $ 21.8 million (€ 19.7 million at December 31, 2023 and € 20.4 million at December 31, 2022), equal to its maximum contractual value, which is expected to be paid by June 30, 2024 to the selling shareholders of IPEG Inc., in accordance with the contractual obligations.

Investments in 2023 totaled € 9.7 million (€ 5.8 million in 2022), of which non-recurring investments equal to € 5.4 million.

The net financial position includes medium/long-term loans, mainly relating to the Parent Company and entirely subscribed in Euro, for € 116.2 million, of which € 36.6 million repayable within 12 months and the remaining € 79.6 million medium/long-term.

As reported previously, it is reminded that, in January 2022, in order to complete the IPEG acquisition, a 6- year € 100 million fixed-rate loan bearing annual interest of 1.335% was obtained.

It should also be noted that on March 4, 2024, the Parent Company structured a new loan transaction for a total amount of USD 15,000,000. This loan, which to date has not been drawn down, will be used for the Group's general cash needs, including but not limited to working capital management, the payment of the earn-out related to the acquisition of the IPEG group, any permitted acquisitions, and investment in fixed assets. The loan will be repaid pursuant to an amortization schedule involving 10 half-year installments with an equal principal amount, and its maturity date will be 63 months from the date of signing the loan agreement.

Piovan S.p.A.

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Significant events occurred in 2023

Doteco Inc.

On January 1, 2023, Doteco S.p.A. sold its equity interest in Doteco Inc. to Ipeg Inc. This transaction, which had no impact on the consolidated financial statements, falls within the scope of a broader process of reorganization and streamlining that Piovan Group initiated following the acquisition of the American group IPEG.

Sale of Toba Pnc

On January 31, 2023, Piovan S.p.A. completed the sale of its 41% stake in Toba Pnc to the minority shareholders. As a result, Piovan S.p.A. now holds a 10% interest in Toba Pnc. The Group will continue to operate in Korea by way of both the non-controlling interest in Toba Pnc and a direct presence in the country.

Incorporation of PT Piovan Technology Indonesia

On January 6, 2023, the Group established a new commercial branch in Indonesia - Piovan Technology (PT) Indonesia - to be able to serve local clients in that country more directly.

Resignation of a director

On January 26, 2023, the director Marco Stevanato resigned for personal reasons. Mr Stevanato was a non- independent, non-executive director and held no additional positions on the Company's committees. There are no indemnities or other benefits payable as a result of his conclusion of office. On March 21, 2023, Maurizio Bazzo was co-opted to the Board and was then confirmed by the Shareholders' Meeting of April 27, 2023, establishing that he shall remain in office until the conclusion of mandate of the other currently serving directors, and therefore until the Shareholders' Meeting called to approve the financial statements at December 31, 2023.

Acquisition of some assets from ProTec Polymer Processing GmbH

On March 14, 2023, Piovan Group, by way of the subsidiary FDM GmbH, purchased from ProTec Polymer Processing GmbH a number of assets attributable to the Materials Handling, Dosing and Recycling markets with the goal of developing the Service/after-sale market and expanding market share with the OEM leader on the German market.

Dividends distribution

On April 27, 2023, the Shareholders' Meeting approved the distribution of a dividend for € 10,206,492.20 (€

0.20 per share with profit rights, excluding the treasury shares of the Company). The dividend was paid out from May 17, 2023, with coupon date of May 15, 2023 and record date of May 16, 2023.

Authorization to acquire treasury shares

On April 27, 2023, the Shareholders' Meeting conferred to the Board of Directors of the Company the authorization to purchase and dispose of treasury shares, subject to the revocation of the previous authorization of the Shareholders' Meeting of April 28, 2022, as detailed in the Directors' report published on the Company's website at www.piovan.comin the Investors/Investor Relations/Shareholders' Meeting

Piovan S.p.A.

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section.

New Long Term Incentive Plan

On April 27, 2023, the Shareholders' Meeting approved the new stock grant plan for ordinary company shares, called the "2023-2025 Long Term Incentive Plan" (the "Plan"). The Plan is organized into three cycles (the first for the 2023-2025 vesting period, the second for the 2024-2026 vesting period, and the third for the 2025-2027 vesting period) and, for each cycle, calls for the assignment of ordinary Piovan S.p.A. shares, under the terms and conditions specified in the disclosure published on the Company's website (www.piovan.com) to Executive Directors (excluding the Executive Chairman), Managers with Strategic Responsibilities, and additional individuals to be selected by the Chairman of the Board of Directors from among the employees and/or contractors of the Company or subsidiary companies due to the strategic importance of the roles. It is highlighted that one of the Plan objectives is based on ESG topics.

FEA Process & Technological Plants S.r.l. - Completion of office building

In July 2023, the first phase of the expansion of the headquarters of the subsidiary FEA Process & Technological Plants S.r.l. was completed, which included the expansion and modernization of the office building, resulting in the relocation of the workforce. The second phase involving the expansion and modernization of production facilities is scheduled to be completed in the coming months, with all work expected to conclude by the beginning of 2024.

Incorporation of Piovan Korea Ltd

On December 18, 2023, the Group established a new commercial branch in Korea, Piovan Korea Ltd., to be able to serve local clients in that country more directly.

Piovan S.p.A. - Tax Audit

As part of ordinary tax audit planned activities to which large taxpayers are normally subject to, Piovan S.p.A. was the subject of a tax audit carried out by the Guarda di Finanza ("GdF") in relation to the years 2017 to 2022.

The tax audit commenced on May 2, 2023 and ended on December 12, 2023, with the issuance of a tax audit report (so called Processo Verbale di Constatazione - "PVC") relating to FYs 2017 - 2021 and, subsequently, on January 30, 2024, with the issuance of a PVC related to FY 2022.

The findings included in the PVC refer almost exclusively to tax items relating to the economic relationships existing between the group' subsidiaries, both Italian and foreign.

Following the issuance of the PVC, the Agenzia delle Entrate ("Tax Authority") notified the Company with an invitation to appear pursuant to art. 5 of Legislative Decree 218/97 with reference to FY 2017, which was followed by separate requests from the Company to access to the pre-hearing compromise procedure ("Procedura di accertamento con adesione") for the subsequent years from 2018 to 2022, which were accepted by the Tax Authority for the years 2018, 2019 and 2021 with separate invitations to appear. This was aimed at instituting a real interaction with the Tax Authority following the tax audit report issued by the GdF.

Piovan S.p.A.

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In the context of the above interaction, the Company was able to objectively demonstrate, among other things, how the economic results of the foreign distribution companies - all operating in countries with ordinary taxation - substantially amounted to the average of the market values identified through suitable market analyses (benchmarks) for all the years under audit.

The Company, in consideration of the state of progress of the interaction with the Tax Authority, which is still at an early stage, also having heard the opinion of independent primary consultants, deems it premature to quantify the liabilities potentially arising from such disputes and, in light of the valid legal and economic reasons supporting its adopted tax approach, which allow it to classify as unlikely the risk of losing in a possible tax dispute against one or more notices of assessment that should incorporate the findings of the PVC, has not made any accrual in the financial statements.

Moreover, the Company believes that these reasons may constitute concrete arguments in the interaction with the Tax Authority if a compromise solution were to be reached, even in a post-appealing phase, as in any case the amount of the related disbursement cannot currently be determined.

Evolution of the Sustainability Strategy

The pursuit of sustainable success has been at the heart of the Piovan Group's strategy for many years. As such, Piovan constantly strives to combine the objective of satisfying Customers with that of creating value for Shareholders, paying special attention to the needs of the community and respect for the environment, and valuing the professional skills of the People who, through their dedication and constant motivation, are fundamental to the Group's growth and to achieving the Company's objectives.

This continuous improvement push was furthered in 2023 through new key aspects such as:

• the adoption of the new Group sustainability policies, approved by the Board of Directors of the Company in September 2023 and subsequently by the various Group subsidiaries. These include the Environmental Policy, the Health and Safety Policy, the Diversity, Equity and Inclusion Policy (DE&I), the Human Rights Policy, the Working Hours Policy, and the Tax Management Policy. The full text of these policies can be found on the Group's website (www.piovan.com, Investors/Corporate Governance/Corporate Documents/ESG Policies section);
• the approval by the Board of Directors of Piovan S.p.A. of a number of sustainability objectives: ambitious goals designed to guide the organization toward a more sustainable and responsible future through measurable targets with established timeframes, and which include a concrete commitment by the Group to reduce its environmental impact, promote diversity and inclusion, support the internal growth and development of its resources, and improve the overall sustainability of its supply chain;
• increased focus and transparency on ESG topics, obtained through updating the existing ESG ratings and simultaneously obtaining new indicators issued by independent third party companies (CDP), with an ongoing investment in terms of time and resources dedicated by the Group to benefit all stakeholders concerned;
• the approval of the above-mentioned2023-2025 Long Term Incentive Plan, which includes ESG metrics among the Group objectives, in order to increasingly align the Company's interests with those of its stakeholders.

Piovan S.p.A.

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Further details on the above issues and particularly with regards to the sustainability objectives are outlined in greater detail in the 2023 Sustainability Report, published on the company website www.piovan.com.

Commitment to a Circular Economy

In July 2023, Piovan organized the "Recycled Plastic for high-qualitypackaging" event for its customers, the first theoretical and practical course, in the classroom and in the Innovation Center laboratory, whose goal was to provide Group customers with the technological skills needed to obtain quality packaging from post- consumer polymers. There were 35 participants in the first free training day organized by the Piovan Academy and aimed at client companies in the northern and central Italy area, specifically Technical Managers, Operations Managers, Research and Development Managers, Quality Managers, Maintenance and Plant Managers and technical-operational figures in general. The course - which is entirely new in the industry's business landscape - detailed topics regarding the use of recycled polymers and offered customers the tools they need to recognize issues and adopt solutions in the treatment of post-consumer recycled granule. The issues of post-consumer recycled polymer treatment and processing and the best proprietary technological solutions that Piovan Group has developed to achieve high-quality packaging were presented in the classroom. In the Innovation Center laboratory at the Piovan S.p.A. plant, hands-on demonstrations were initiated with specific tools that can be used in the production line - e.g. screening of recycled material for contaminants or odors - and supervisory systems.

Significant events occurred after December 31, 2023

New facility in China

During January 2024, the Chinese subsidiary Piovan Plastic Machinery began the relocation of its manufacturing operations to a temporary site, located at No. 63 Xiangyang Road, Suzhou National High-tech Industrial Development Zone. The transfer is still in progress and is expected to be completed between March and April 2024. This temporary solution was necessary as a result of the conclusion of the lease of the premises occupied until now, and pending the completion of the construction of the new plant, located in No. 369 Tayuan Road, Suzhou National High-tech Industrial Development Zone. Once the construction of the new plant is completed, currently scheduled for the second half of 2024, Piovan Plastic Machinery will move its operations to the permanent site. No material impact on the subsidiary's operations is expected as a result of this transfer, except for the potential delay of some shipments and therefore billing from one quarter to the next.

Consolidation of Group brands and refrigeration activities

On January 31, 2024, Piovan Group announced the start of a process to simplify its brand architecture, the purpose of which is to develop the Group and strengthen the sense of belonging of the constituent brands, while respecting their history and identity, and to present itself with a single strong identity on the international market. Specifically, the brands "Fdm", "Fea", "Penta", and "UnaDyn" as of the announcement date became "Piovan Fdm", "Piovan Fea", "Piovan Penta", and "Piovan UnaDyn". The "Conair", "Doteco",

Piovan S.p.A.

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