INTERIM REPORT

FIRST HALF 2020

1

INDEX

Page

MANAGEMENT REVIEW

3

Highlights

3

Corporate development news

5

Review of operations

6

Financial review

11

Business outlook

15

CONSOLIDATED FINANCIAL STATEMENTS AT 31 JUNE 2020

16

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

22

ATTESTATION IN RESPECT OF THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

UNDER ARTICLE 154‐BIS OF LEGISLATIVE DECREE 58/98

47

2

MANAGEMENT REVIEW

HIGHLIGHTS ‐ First half 2020

NET REVENUE

€ (thousands)

First half

First half

Change

2020

%

2019

%

2020/2019

%

Total net revenue

760,192

100.0

743,253

100.0

16,939

2.3

Italy

148,485

19.5

155,097

20.9

(6,612)

(4.3)

International

611,707

80.5

588,156

79.1

23,551

4.0

KEY CONSOLIDATED P&L DATA

€ (thousands)

First half

% of

First half

% of

Change

%

2020

revenue

2019

revenue

2020/2019

Net revenue

760,192

100.0

743,253

100.0

16,939

2.3

EBITDA(1)

311,091

40.9

279,313

37.6

31,778

11.4

Operating income

261,510

34.4

242,559

32.6

18,951

7.8

Net income

196,943

25.9

174,274

23.4

22,669

13.0

Adjusted net income(2)

225,568

29.7

193,137

26.0

32,431

16.8

KEY CONSOLIDATED B/S DATA

€ (thousands)

30 June

31 December

Change

%

2020

2019

2020/2019

Net financial position(3)

(922,390)

(902,681)

(19,709)

2.2

Shareholders' equity

1,242,005

1,198,811

43,194

3.6

Second quarter 2020

NET REVENUE

€ (thousands)

Second quarter

Second quarter

Change

2020

%

2019

%

2020/2019

%

Total net revenue

330,957

100.0

360.263

100.0

(29,306)

(8.1)

Italy

66,949

20.2

72,874

20.2

(5,925)

(8.1)

International

264,008

79.8

287,389

79.8

(23,381)

(8.1)

KEY CONSOLIDATED P&L DATA

€ (thousands)

Second quarter

% of

Second quarter

% of

Change

%

2020

revenue

2019

revenue

2020/2019

Net revenue

330,957

100.0

360,263

100.0

(29,306)

(8.1)

EBITDA(1)

138,219

41.8

135,374

37.6

2,845

2.1

Operating income

113,084

34.2

116,549

32.4

(3,465)

(3.0)

Net income

85,748

25.9

82,162

22.8

3,586

4.4

Adjusted net income(2)

100,393

30.3

91,773

25.5

8,620

9.4

  1. Net income before financial (income) expense, provision for taxes, depreciation, amortization and write down of property, plant and equipment, intangible assets and goodwill, and non‐recurring items.
  2. Net income excluding amortization and write‐down of intangible assets (except software) and goodwill, and non‐recurring items, net of tax effects.
  3. Short‐term financial investments, cash and cash equivalents, less bank overdrafts and loans which include the measurement at fair value of hedging derivatives.

3

Despite the medical emergency and the restrictions implemented in all countries, having affected the market and therefore our activities, and notwithstanding the devaluation of some currencies, the financial results obtained in the first half are positive and confirm the continued growth of the Group. Consolidated revenue is € 760.2 million, up by 2.3% compared to the same period of the preceding year, and in particular with international sales growing by 4.0%, thanks to the contribution of the new products acquired in the second half of 2019. In addition to the impact of the epidemic and the devaluation of the Turkish lira and the ruble, the results of the second quarter were affected by a de‐stocking effect of € 20 million recorded in the first quarter.

While complying with all the measures necessary to ensure the health safety of its personnel, Recordati has continued its production and distribution activities without interruption and has adopted measures to guarantee the continued availability on the market of its products. As from the month of March, operations not requiring the physical presence of people in the companies' offices are carried out normally in home working mode, while our medical representatives suspended visits to doctors or hospitals, during the most acute period of the epidemic, so as to safeguard everybody's health and also to respect the medical assistance priorities of all healthcare workers, while remaining in contact, when possible and appropriate, through alternative communication means. In March, the Group allocated € 5 million to contribute gratuitously to the support of hospitals and health facilities in their fight against the epidemiologic emergency due to COVID‐19 in the areas most affected.

The second quarter of 2020 saw an intensification of the impact of the COVID‐19 pandemic in all geographical areas in which the Group operates. In different ways in the various countries, the restrictions on the movement of people, transport, production, commerce, which were introduced during February and March were progressively reinforced. These restrictions have been gradually lifted as from June. Regarding the pharmaceutical industry, despite operations were allowed to continue in order to ensure the availability of drugs for the population, the restrictions inevitably affected our markets of reference mainly due to fewer visits to doctors and diagnostic procedures, a reduction of minor surgery as well as infectious disease resulting from the diminished circulation and interaction between people.

EBITDA is € 311.1 million, or at 40.9% of sales, an increase of 11.4% over the first half of 2019, thanks to an increase in gross margin and the reduction of operating expenses stemming from less activity in the field due to the health emergency. As previously communicated, in order to better represent the performance of the business, the definition of EBITDA, as from this year, has been integrated to exclude non‐recurring charges. As in the first quarter, non‐recurring costs relate to the COVID‐19 epidemiological emergency for an amount of € 4.0 million which include donations already paid, while there were no non‐recurring charges in the first half of 2019.

Operating income, at 34.4% of sales, is € 261.5 million, an increase of 7.8% over the same period of the preceding year. Growth is lower than that recorded by EBITDA due to the increase in the amortization associated with the product acquisitions in 2019.

Net income, at 25.9% of sales, is € 196.9 million, an increase of 13.0% over the first half of 2019. Growth is due to the increase in operating income and the benefit from lower financial expenses and, thanks to the effect derived from the so‐called patent box, a lower effective tax rate.

Given the increased amount of intangible assets on the Group's balance sheet and their amortization, in order to provide information in line with best practice in the sector and to allow comparability with other players, as from this year a new performance indicator has been introduced, adjusted net income, which is net income excluding amortization and write‐down of intangible assets (except software) and goodwill, and non‐recurring items, net of tax effects. Adjusted net income is € 225.6 million, up by 16.8% over the same indicator calculated using the first half of 2019 results, with a margin of 29.7% of sales.

4

Net financial position at 30 June 2020 records a net debt of € 922.4 million compared to net debt of € 902.7 million at 31 December 2019. During the period milestones of $ 80,0 million were paid to Novartis following the European and U.S. approval of Isturisa®, own shares were purchased for a total disbursement, net of disposals for the exercise of stock options, of € 22.5 million and dividends were paid for a total of € 110.4 million. Net of these effects cash generation during the period was of around € 189 million. Shareholders' equity is € 1,242.0 million.

CORPORATE DEVELOPMENT NEWS

In January the European Commission granted marketing authorisation for the orphan medicinal product Isturisa® (osilodrostat), indicated for the treatment of endogenous Cushing's syndrome (CS) in adults. In March, the FDA approved Isturisa® for the treatment of patients with Cushing's disease, for whom pituitary surgery is not an option or has not been curative, in the U.S.A.. Both the European Commission and the FDA confirmed the orphan drug status of Isturisa®. Also in March, the Japanese New Drug Application (JNDA) was submitted to the Ministry of Health, Labour and Welfare seeking marketing approval for osilodrostat. Furthermore, the marketing authorizations for Isturisa® were transferred to Recordati Rare Diseases both in the United States and in Europe, in March and April respectively, and the product was launched with initial sales in the second quarter in the U.S. and in France.

The active substance of Isturisa® is osilodrostat, a cortisol synthesis inhibitor. Osilodrostat works by inhibiting 11‐ beta‐hydroxylase, an enzyme responsible for the final step of cortisol biosynthesis in the adrenal gland. The benefits of Isturisa® are its ability to control or normalise cortisol levels in adult CS patients with a manageable safety profile, making this product a valuable treatment option for patients with Cushing's syndrome. The data generated throughout the clinical program show that osilodrostat leads to normalisation of cortisol levels in the majority of patients, as well as improvement in multiple clinical features of the disease and quality of life, thereby providing significant clinical benefit in an area with unmet medical need. Particularly, in the LINC‐3 study a significantly higher proportion of patients in the Isturisa® arm maintained normal mUFC at the end of the 8‐week randomised withdrawal period (week 34) versus placebo (86.1% vs 29.4%). These positive results were confirmed by the LINC‐ 4 study which demonstrates that a significantly higher proportion of patients receiving Isturisa® achieve normal mUFC, the primary treatment goal for Cushing's disease, after 12 weeks of treatment versus placebo (77% vs 8%; P<0.0001). Improvements in mUFC levels are sustained over 36 weeks of treatment (81% of patients).

As per the agreement with Novartis, in the month of February the marketing authorizations for Signifor® and Signifor® LAR in the U.S. were transferred to Recordati Rare Diseases Inc. and direct marketing of these products on this market started.

5

REVIEW OF OPERATIONS

The Group's business is composed of two segments, that dedicated to specialty and primary care and the one dedicated to treatments for rare diseases, and is carried out directly in the main European markets, including Central and Eastern Europe, in Russia, Turkey, North Africa, the United States of America, Canada, Mexico, in some South American countries, in Japan and Australia through our own subsidiaries and in the rest of the world through licensing agreements with pharmaceutical companies of high standing.

Net revenue in the first half of 2020 is € 760.2 million, up 2.3% over the same period of the preceding year, and includes revenue of € 32.8 million related to Signifor® and Signifor® LAR, realized starting 24 October 2019, and initial sales of Isturisa®, in addition to an estimated negative currency exchange rate effect of € 4.6 million. Excluding these items revenue would have been down by 1.5%, mainly due to the impact of the COVID‐19 pandemic on the markets of reference. International sales grow by 4.0% to € 611.7 million, which represent 80.5% of total sales.

Sales by business

Sales by geography*

Livazo® 4.0% Seloken®/Logimax® 6.9%

USA 8.2%

Russia, Ukraine,

Urorec® 5.6%

Other corporate

Germany 9.2%

other CIS 6.3%

Zanipress® 3.5%

products 11.0%

Turkey 6.1%

France 10.0%

Spain 5.9%

Zanidip® 10.9%

Pharmaceutical

Drugs for rare

Portugal 3.0%

diseases 20.1%

chemicals 3.6%

Other Western

Other revenue 0.6%

Europe 6.1%

Italy 19.7%

Other CEE 6.1%

Local product

North Africa 3.1%

portfolios 15.9%

OTC 17.9%

Other international sales 16.3%

* Excluding sales of pharmaceutical chemicals which are € 27.4 million, up by 8.6% and represent 3.6% of total revenue.

As already mentioned, the Group's revenue, in particular in the second quarter, suffered from the impact of the COVID‐19 pandemic on its markets of reference, affecting mainly the Specialty and Primary Care segment. The more consolidated products for the treatment of chronic diseases continued to perform well, as confirmed by the growth of the lercanidipine based products, pitavastatin and metoprolol. The negative impact was mainly caused by the reduction of procedures conducted in hospitals and clinics, such as endoscopies which have negatively affected Citrafleet® (colonoscopy preparation) in Spain; by the low incidence of some diseases due to the reduced activity of the population, which have negatively affected the performance of the antiinfectives Tergynan®, Polydexa® and Isofra® in Russia and in other Central and Eastern European countries; the reduced use of OTC products such as vitamins, food supplements and probiotics. The segment dedicated to the treatment of rare diseases was less affected, except for the sales of Panhematin® in the U.S.A. due to the lower number of patients visiting infusion centres. The negative variances recorded regarding the abovementioned products are expected to be of a temporary nature as they are associated with the contingent COVID‐19 emergency.

6

The performance of products sold directly in more than one country (corporate products) during the first half of 2020 is shown in the table below.

€ (thousands)

First half

First half

Change

%

2020

2019

2020/2019

Zanidip® (lercanidipine)

82,561

70,811

11,750

16.6

Zanipress® (lercanidipine+enalapril)

26,864

29,239

(2,375)

(8.1)

Urorec® (silodosin)

42,328

54,500

(12,172)

(22.3)

Livazo® (pitavastatin)

30,204

26,728

3,476

13.0

Seloken®/Seloken® ZOK/Logimax®

52,448

48,737

3,711

7.6

(metoprolol/metoprolol+felodipine)

Other corporate products*

136,571

153,031

(16,460)

(10.8)

Drugs for rare diseases

152,736

115,646

37,090

32.1

* Include the OTC corporate products for an amount of € 52.8 million in 2020 and € 62.1 million in 2019 (‐15.0%).

Zanidip® is a specialty containing lercanidipine, Recordati's original calcium channel blocker for the treatment of hypertension. Our lercanidipine based products are sold directly to the market by our own marketing organizations in Europe, including Central and Eastern Europe, in Russia, in Turkey and in North Africa. In the other markets they are sold by licensees, and in some of the above co‐marketing agreements are in place.

€ (thousands)

First half

First half

Change

%

2020

2019

2020/2019

Direct sales

40,639

37,174

3,465

9.3

Sales to licensees

41,922

33,637

8,285

24.6

Total lercanidipine sales

82,561

70,811

11,750

16.6

Lercanidipine direct sales are up by 9.3% due to growth in most markets but mainly in Italy, Turkey and Germany as well as to the direct sales by our organizations now operational in the Nordic countries and in BeNeLux, areas where sales were previously realized by our licensees. Sales to licensees, which represent 50.8% of total lercanidipine sales, are up by 24.6% thanks to a different phasing of sales to licensees in Europe and to the growth on international markets.

Zanipress® is an original specialty also indicated for the treatment of hypertension developed by Recordati which consists of a fixed combination of lercanidipine with enalapril. This product is successfully marketed directly by Recordati and/or by its licensees in 30 countries.

€ (thousands)

First half

First half

Change

%

2020

2019

2020/2019

Direct sales

23,888

25,923

(2,035)

(7.9)

Sales to licensees

2,976

3,316

(340)

(10.3)

Total lercanidipine+enalapril sales

26,864

29,239

(2,375)

(8.1)

Direct sales of Zanipress® in the first half of 2020 are down by 7.9% due to the impact of the new measures introduced in France in favour of the use of generic products. Sales to licensees represent 11.1% of total Zanipress® sales and are down by 10.3% mainly due to the termination of the licenses in France and Belgium.

7

Urorec® (silodosin) is a specialty indicated for the treatment of symptoms associated with benign prostatic hyperplasia (BPH). Currently the product is marketed in 40 countries with sales of € 42.3 million in the first half of 2020, down by 22.3% in line with expectations due to competition from generic versions of the product following the expiry of its marketing exclusivity, mainly in Italy, France, Spain and Germany. Urorec® is performing well in Turkey where generic versions are not present in the quarter.

Sales of Livazo® (pitavastatin), a statin indicated for the reduction of elevated total and LDL cholesterol, in Spain, Portugal, Ukraine, Greece, Switzerland, Russia, other C.I.S. countries and Turkey, are € 30.2 million in the first half of 2020, up by 13.0% due mainly to the performance of the product in Turkey, Spain and Greece. In August 2020 the exclusivity covering the use of pitavastatin clinical data will expire and consequently generic versions of the product may enter the market.

Sales of Seloken®/Seloken® ZOK (metoprolol) and associated Logimax® fixed dose combination (metoprolol and felodipine), metoprolol based products belonging to the beta‐blocker class of drugs widely used in the treatment of various cardiovascular disorders, are of € 52.4 million in the first half of 2020, up by 7.6% compared to the same period of the preceding year thanks mainly to the growth of sales in the Central and Eastern European countries.

In the first half of 2020 sales of other corporate products totaled € 136.6 million, down by 10.8% compared to the same period of the preceding year due to lower sales of Citrafleet® and the other products used in the preparation for colonoscopies, a hospital procedure which was interrupted in recent months due to the COVID‐19 emergency. In addition, sales were affected by the negative currency exchange effect in Russia and the reduced demand for OTC products and food supplements. Other corporate products comprise both prescription and OTC products and are: Reagila® (cariprazine), Lomexin® (fenticonazole), Urispas® (flavoxate), Kentera® (oxybutynin transdermal patch), TransAct® LAT (flurbiprofen transdermal patch), Rupafin®/Wystamm® (rupatadine), Lopresor® (metoprolol), Procto‐Glyvenol® (tribenoside), Tergynan® (fixed association of anti‐infectives) as well as CitraFleet®, Casenlax®, Fleet enema, Phosphosoda®, Reuflor®/Reuteri® (lactobacillus Reuteri) and Lacdigest® (tilactase), gastroenterological products, Polydexa®, Isofra® and Otofa®, ENT anti‐infective products, the Hexa line of products indicated for seasonal disorders of the upper respiratory tract, Abufene® and Muvagyn® for gynecological use, Virirec® (alprostadil) and Fortacin® (lidocaine+prilocaine) for male sexual disorders.

In the first half of 2020, our specialties indicated for the treatment of rare diseases, marketed directly throughout Europe, in the Middle East, in the U.S.A., Canada, Mexico, in some South American countries, in Japan and Australia, and through partners in other parts of the world, generated sales of € 152.7 million, up by 32.1%, and include revenues from Signifor®, Signifor® LAR and Isturisa® for a total of € 32.8 million. Excluding the contribution from these products, acquired at the end of 2019, the growth of the products for the treatment of rare diseases would have been 3.7%, despite the entry of a competitive product for Panhematin® (haemin for injection) for the amelioration of recurrent attacks of acute intermittent porphyria.

Sales of pharmaceutical chemicals, which comprise active substances produced in the Campoverde d'Aprilia plant for the international pharmaceutical industry, are € 27.4 million, up by 8.6%, and account for 3.6% of total sales.

The sales of the Recordati subsidiaries, which include the abovementioned product sales but exclude sales of pharmaceutical chemicals, are shown in the following table.

8

€ (thousands)

First half

First half

Change

%

2020

2019

2020/2019

Italy

144,483

151,281

(6,798)

(4.5)

France

73,426

77,664

(4,238)

(5.5)

Germany

67,441

67,973

(532)

(0.8)

U.S.A.

60,054

51,607

8,447

16.4

Russia, other C.I.S. countries and Ukraine

46,091

51,618

(5,527)

(10.7)

Turkey

44,787

44,090

697

1.6

Spain

42,998

46,614

(3,616)

(7.8)

Portugal

22,306

21,810

496

2.3

Other Western European countries

44,613

36,385

8,228

22.6

Other C.E.E. countries

44,227

40,577

3,650

9.0

North Africa

22,790

20,648

2,142

10.4

Other international sales

119,572

107,746

11,826

11.0

Total pharmaceutical revenue*

732,788

718,013

14,775

2.1

* Both years include sales as well as other income and exclude sales of pharmaceutical chemicals.

Sales in countries affected by currency exchange oscillations are shown hereunder in their relative local currencies.

Local currency (thousands)

First half

First half

Change

%

2020

2019

2020/2019

Russia (RUB)

2,722,821

2,955,619

(232,798)

(7.9)

Turkey (TRY)

303,684

265,669

38,016

14.3

U.S.A. (USD)

66,184

58,305

7,879

13.5

Net revenues in Russia and in Turkey exclude sales of products for rare diseases.

Sales of pharmaceuticals in Italy are down by 4.5% compared to those of the same period of the preceding year mainly due to competition from generic versions of Urorec®, Peptazol® (pantoprazole) and Lovinacor®/Rextat® (lovastatin) in addition to weak consumption of self medication products, except for the eye drops Imidazyl® and Eumill®, during the health emergency. Worth mentioning is the good performance of Reagila®, Cardicor® (bisoprolol), Aircort® (budesonide), Zanidip®/Lercadip® (lercanidipine) as well as the significant growth of treatments for rare diseases that include the newly acquired endocrinology products Signifor® and Signifor® LAR.

Pharmaceutical sales in France are down by 5.5% mainly due to generic competition for Urorec® and the impact on the lercanidipine based products of the new measures introduced at the beginning of the year which further promote the adoption of generic drugs. Worth noting is the significant growth of treatments for rare diseases that include the newly acquired endocrinology products Signifor®, Signifor® LAR and Isturisa®.

Sales in Germany are down by 0.8% compared with those of the same period of the preceding year. Worth mentioning is the performance of Claversal® (mesalazina) and lercanidipine, as well as Mirfulan® and Laxbene®, OTC products. Furthermore, treatments for rare diseases, that include the newly acquired endocrinology products Signifor® and Signifor® LAR, grow significantly.

The Group's pharmaceutical business in the U.S.A. is dedicated to the marketing of products for the treatment of rare diseases. Sales in the first half of 2020 are € 60.1 million, up by 16.4% and by 13.5% in local currency. Growth reflects mainly the contribution from the newly acquired endocrinology products Signifor® and Signifor® LAR

9

(pasireotide) for the treatment of Cushing's disease and acromegaly, and the launch of Isturisa® (osilodrostat) for the treatment of Cushing's disease, together with the continued growth of Carbaglu® (carglumic acid), indicated for the treatment of acute hyperammonaemia associated with NAGS deficiency and Cystadane® (betaine anhydrous) indicated in the treatment of homocystinuria. Sales of Panhematin® (haemin for injection) for the amelioration of recurrent attacks of acute intermittent porphyria, instead, are down following the entry of a competitive product.

Revenue generated in Russia, Ukraine and in the countries within the Commonwealth of Independent States (C.I.S.) is € 46.1 million, down by 10.7% compared to the same period of the preceding year, and includes estimated currency exchange losses of € 1.0 million. In addition to the devaluation of the ruble, activities in these areas were particularly affected by the COVID‐19 epidemiological emergency. Sales in Russia, in local currency, are RUB 2,722.8 million, down by 7.9% compared to the same period of the preceding year mainly due to the reduction of self medication products and seasonal infections. Worth mentioning is the significant growth of the corporate products Polydexa®, Zanidip® and Livazo®. Sales generated in Ukraine and in the C.I.S. countries, mainly Belarus, Kazakhstan and Armenia are € 9.3 million, down by 11.8%.

Sales in Turkey are up by 1.6% and include a negative currency exchange effect estimated to be of € 5.3 million. In local currency sales of our Turkish subsidiary grow by 14.3% thanks to the good performance of all the corporate products, in particular Urorec®, Lercadip®, Livazo®, Zanipress®, and Procto‐Glyvenol®, as well as the local products Mictonorm® (propiverine), Cabral® (phenyramidol), Kreval® (butamirate citrate) and Colchicum® (colchicine).

In Spain sales are € 43.0 million, down by 7.8% mainly due to the reduced sales of products associated with hospital procedures, temporarily suspended because of the COVID‐19 epidemiological emergency (Citrafleet® and Enema Casen) and to the competition from generic versions of Urorec®. Worthy of note is the good performance of Livazo®, Zanipress®, the launch of Reagila® and the significant growth of the treatments for rare diseases.

Sales in Portugal are up by 2.3% thanks mainly to the good performance of Livazo®, Cloxam (cloxazolam), Carzap® (candesartan cilexetil), the launch of Reagila® and the significant sales growth of the treatments for rare diseases.

Sales in other countries in Western Europe, up by 22.6%, comprise sales of products for the treatment of rare diseases in these countries (+36.6%) and sales of specialty and primary care products generated by the Recordati subsidiaries in the United Kingdom, Ireland, Greece, Switzerland, in the Nordic countries (Finland, Sweden, Denmark, Norway and Iceland) and in BeNeLux. Sales are growing in all countries and the strong increase is to be attributed mainly to the direct commercialization of our corporate products by Recordati organizations in the Nordic countries and in BeNeLux where sales were previously made through licensees.

Sales in other Central and Eastern European countries include the sales of Recordati subsidiaries in Poland, the Czech Republic, Slovakia, Romania, Bulgaria and the Baltic countries, in addition to sales of rare disease treatments in this area as well as in Hungary. In the first half of 2020 overall sales are up by 9.0% thanks mainly to the growth of sales in Romania in addition to the entry into Bulgaria and the Baltic countries. The main products in the portfolios of these subsidiaries are those based on metoprolol. Sales of the treatments for rare diseases in these countries is close to double those generated in the first half of the preceding year.

Sales in North Africa are € 22.8 million, up by 10.4%, in comparison with the same period of the preceding year, and comprise both the export sales generated by Laboratoires Bouchara Recordati in these territories, in particular in Algeria, and sales generated by Opalia Pharma, the Group's Tunisian subsidiary. Sales in Tunisia in the first half of 2020 are up by 17.2%.

Other international sales are up by 11.0% as compared to the same period of the preceding year and comprise the sales to, and other revenues from, our licensees for our corporate products, Laboratoires Bouchara Recordati's and

10

Casen Recordati's export sales, as well as the sales of products for the treatment of rare diseases in the rest of the world. The increase is to be attributed mainly to the good sales performance of the treatments for rare diseases and particularly to the sales in Japan thanks to the contribution of Juxtapid® in addition to the entry of Signifor® and Signifor® LAR.

FINANCIAL REVIEW

INCOME STATEMENT

The following table shows the profit and loss accounts, including their expression as a percent of sales and change versus the first half of 2019:

€ (thousands)

First half

% of

First half

% of

Change

%

2020

revenue

2019

revenue

2020/2019

Revenue

760,192

100.0

743,253

100.0

16,939

2.3

Cost of sales

(211,754)

(27.9)

(223,298)

(30.0)

11,544

(5.2)

Gross profit

548,438

72.1

519,955

70.0

28,483

5.5

Selling expenses

(174,196)

(22.9)

(183,884)

(24.7)

9,688

(5.3)

Research and development expenses

(71,242)

(9.4)

(59,757)

(8.0)

(11,485)

19.2

General and administrative expenses

(36,684)

(4.8)

(34,598)

(4.7)

(2,086)

6.0

Other income (expense), net

(4,806)

(0.6)

843

0.1

(5,649)

n.s.

Operating income

261,510

34.4

242,559

32.6

18,951

7.8

Financial income (expense), net

(7,083)

(0.9)

(10,922)

(1.5)

3,839

(35.1)

Pretax income

254,427

33.5

231,637

31.2

22,790

9.8

Provision for income taxes

(57,484)

(7.6)

(57,363)

(7.7)

(121)

0.2

Net income

196,943

25.9

174,274

23.4

22,669

13.0

Adjusted net income (1)

225,568

29.7

193,137

26.0

32,431

16.8

EBITDA(2)

311,091

40.9

279,313

37.6

31,778

11.4

  1. Net income excluding amortization and write‐down of intangible assets (except software) and goodwill, and non‐recurring items, net of tax effects.
  2. Net income before financial (income) expense, provision for taxes, depreciation, amortization and write down of property, plant and equipment, intangible assets and goodwill, and non‐recurring items.

Revenue for the period is € 760.2 million, an increase of € 16.9 million compared to the first half of 2019. For a detailed analysis please refer to the preceding "Review of Operations".

Gross profit is € 548.4 million with a margin of 72.1% on sales, an improvement compared to that of the same period of the preceding year due mainly to a larger proportion of products with higher margins.

Selling expenses decrease by 5.3% mainly due to the significant reduction of promotional activities as a result of the restrictions introduced in all markets to counter the COVID‐19 epidemiological emergency, with a consequent decrease as a percent of revenue compared to the same period of the preceding year.

11

Research and development expenses are € 71.2 million, up by 19.2% compared to those recorded in the first half of the preceding year due to the advancement of new development programs and the amortization of the rights to the new products Signifor® and Signifor® LAR and, as from the second quarter also Isturisa®, acquired from Novartis in October 2019.

General and administrative expenses are up by 6.0%, due mainly to the reinforcement of the organization in support of the endocrinology business unit, but are substantially unchanged as percent of sales.

Other expense, net of other income, is € 4.8 million and includes costs of € 4.0 million related to the COVID‐19 epidemiological emergency, mainly composed of donations to hospitals.

EBITDA (net income before financial (income) expense, provision for taxes, depreciation, amortization and write down of property, plant and equipment, intangible assets and goodwill, and exceptional non‐recurring items), at 40.9% of sales, is € 311.1 million, an increase of 11.4% over the first half of 2019. Total depreciation and amortization charges, classified in the lines above, are € 45.6 million, of which amortization charges are € 32.9 million, an increase of € 8.4 million over the same period of the preceding year mainly resulting from the acquisition of the rights to Signifor®, Signifor® LAR and Isturisa® from Novartis in October 2019 and depreciation charges are €

12.7 million, up by € 0.5 million compared to the first half of 2019. Costs related to non‐recurring events are € 4.0 million and are relative to the COVID‐19 epidemiological emergency, mainly donations to hospitals.

The reconciliation of net income with EBITDA* is reported below.

€ (thousands)

First half

First half

2020

2019

Net income

196,943

174,274

Financial (income) expenses, net

57,484

57,363

Provision for income taxes

7,083

10,922

Depreciation, amortization and write‐downs

45,622

36,754

Non‐recurring items

3,959

0

EBITDA*

311,091

279,313

  • Net income before financial (income) expense, provision for taxes, depreciation, amortization and write down of property, plant and equipment, intangible assets and goodwill, and non‐recurring items.

The breakdown of EBITDA* by business segment is reported below.

€ (migliaia)

First half

First half

Change

%

2020

2019

2020/2019

Specialty and Primary Care segment

232,482

221,277

11,205

5.1

Rare diseases segment

78,609

58,036

20,573

35.4

Total EBITDA*

311,091

279,313

31,778

11.4

  • Net income before financial (income) expense, provision for taxes, depreciation, amortization and write down of property, plant and equipment, intangible assets and goodwill, and non‐recurring items.

The margin of EBITDA on sales of Specialty and Primary Care products is 38.3%, while that on sales of treatments for rare diseases is 51.5%, both increased compared to those in the first half 2019.

Net financial charges are € 7.1 million, a decrease of € 3.8 million compared to the same period of the preceding year. Interest charges on loans increased by € 1.9 million, mainly following new loans raised, while short term

12

positions generated net gains of € 1.9 million compared to net charges of € 3.8 million in the first half of 2019. During the period the Parent company repaid in advance to the U.S. company Recordati Rare Diseases Inc. two loans stipulated in November 2016 for an overall amount of $ 70 million (which correspond to the two tranches of the notes privately placed by the US subsidiary in 2013) and extinguished the relative cross‐currency swaps. Following the early reimbursement of the notes in the first half of 2019, the derivative financial instruments no longer qualified as hedging instruments and their change in fair value was recognized to the profit and loss, net of the effect of the conversion of the loans to the current Euro/Dollar exchange rate. The settlement of the cross‐ currency swaps gave rise to a gain, net of the currency exchange loss associated with the reimbursement of the intercompany loans and bank charges, of € 2.6 million.

The effective tax rate during the period is 22.6%, lower than that of the same period of the preceding year due to the tax benefit provided by the so‐called "patent box". Following the agreement reached with the Italian tax authorities on 19 December 2019 which allows the Parent Company to benefit from a discount on taxable income connected with the direct use of intangible assets for the period 2015 to 2019, the Parent Company has decided to adhere - instead of renewing the agreement - to the new optional reverse charge mechanism provided for by art. 4 of the 30 April 2019 legislative decree number 34, and therefore determine directly in its tax returns the discount on taxable income provided by the "patent box" for the current year, using the same criteria agreed with the tax authorities for the preceding five‐year period and providing documentation supporting the calculation. The accrued benefit for the first half 2020, booked as a reduction in taxes, is € 4.4 million.

Net income is € 196.9 million, or 25.9% of sales, an increase of 13.0% over the same period of the preceding year thanks to the increase in operating income and the benefit from lower financial expenses and the reduction of the effective tax rate.

Adjusted net income* is € 225.6 million and excludes amortization and write‐down of intangible assets (except software) and goodwill for an amount of € 25.7 million, and non‐recurring items for an amount of € 2.9 million, both net of tax effects.

The reconciliation of net income with adjusted net income* is reported below.

€ (thousands)

First half

First half

2020

2019

Net income

196,943

174,274

Amortization and write‐down of intangible assets (excluding software)

32,786

24,419

Tax effect

(7,075)

(5,556)

Non‐recurring items

3,959

0

Tax effect

(1,045)

0

Adjusted net income*

225,568

193,137

  • Net income excluding amortization and write‐down of intangible assets (except software) and goodwill, and non‐recurring items, net of tax effects.

13

NET FINANCIAL POSITION

The net financial position is set out in the following table:

€ (thousands)

30 June

31 December

Change

%

2020

2019

2019/2018

Cash and short‐term financial investments

218,392

187,923

30,469

16.2

Bank overdrafts and short‐term loans

(6,495)

(13,392)

6,897

(51.5)

Loans - due within one year(1)

(167,687)

(140,963)

(26,724)

19.0

Leasing liabilities - due within one year

(8,917)

(8,854)

(63)

0.7

Net liquid assets

35,293

24,714

10,579

42.8

Loans - due after one year(1)

(938,316)

(908,542)

(29,774)

3.3

Leasing liabilities - due after one year

(19,367)

(18,853)

(514)

2.7

Net financial position

(922,390)

(902,681)

(19,709)

2.2

  1. Includes change in fair value of the relative currency risk hedging instruments (cash flow hedge).

At 30 June 2020 the net financial position shows a net debt of € 922.4 million compared to net debt of € 902.7 million at 31 December 2019. During the period milestones of $ 80.0 million were paid to Novartis following the marketing authorization for Isturisa® in Europe and in the United States and € 2.5 million were paid to Helsinn according to the license agreement covering Ledaga®. Furthermore, own shares were purchased for a total, net of disposals, of € 22.5 million and dividends were paid for a total of € 110.4 million. The analysis of the financial position net of the abovementioned effects confirms the Group's solid cash generation of around € 189 million during the period.

RELATED PARTY TRANSACTIONS

The Group's direct controlling company is FIMEI S.p.A., headquartered in Milan, via Vecchio Politecnico 9, Italy, which since 2018 is owned by a consortium of investors controlled by CVC Capital Partners.

Tax receivables include an amount of € 21.1 million, computed by Recordati S.p.A. based on estimated taxable income, receivable from the direct controlling company FIMEI S.p.A. consequent to the participation in a tax consolidation grouping under tax laws in Italy. The amount includes the effect of the so‐called "patent box", for the part related to corporate tax, both relative to the years 2015‐2019, as agreed with the Italian tax authorities in December 2019, and to the first half of 2020.

14

BUSINESS OUTLOOK

As previously described, despite the results of the first half having been impacted by the COVID‐19 epidemiological emergency, both operating income and net income grow significantly and are in line with expectations thanks to the positive contribution of the new products and the reduction of expenses. Based on a foreseeable gradual return to normal operations, the Board expects to achieve, for the full year 2020, revenues of around € 1,500 million, below estimates issued at the beginning of the year, EBITDA(1) of between € 580 and € 590 million and adjusted net income(2) of between € 408 and € 418 million, in line with previous plan estimates.

  1. Net income before financial (income) expense, provision for taxes, depreciation, amortization and write down of property, plant and equipment, intangible assets and goodwill, and non‐recurring items.
  2. Net income excluding amortization and write‐down of intangible assets (except software) and goodwill, and non‐recurring items, net of tax effects.

Milan, 30 July 2020

on behalf of the Board of Directors the Chief Executive Officer Andrea Recordati

15

CONSOLIDATED CONDENSED FINANCIAL STATEMENTS AT 30 JUNE 2020

RECORDATI S.p.A. AND SUBSIDIARIES

CONSOLIDATED INCOME STATEMENT

€ (thousands) (1)

Note

First half

First half

2020

2019

Revenue

3

760,192

743,253

Cost of sales

4

(211,754)

(223,298)

Gross profit

548,438

519,955

Selling expenses

4

(174,196)

(183,884)

Research and Development expenses

4

(71,242)

(59,757)

General and Administrative expenses

4

(36,684)

(34,598)

Other income (expense), net

4

(4,806)

843

Operating income

261,510

242,559

Financial income (expense), net

5

(7,083)

(10,922)

Pretax income

254,427

231,637

Provision for income taxes

6

(57,484)

(57,363)

Net income

196,943

174,274

Attributable to:

Equity holders of the parent

196,918

174,252

Non‐controlling interests

25

22

Earnings per share

Basic

€ 0.959

€ 0.853

Diluted

€ 0.942

€ 0.833

  1. Except for share and per‐share amounts.

Earnings per share (EPS) are based on average shares outstanding during each year, 205,384,957 in 2020 and 204,317,687 in 2019, net of average treasury stock which amounted to 3,740,199 shares in 2020 and to 4,807,469 shares in 2019.

Diluted earnings per share is calculated taking into account stock options granted to employees.

The notes to the financial statements are an integral part of the consolidated financial statements.

16

RECORDATI S.p.A. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

ASSETS

€ (thousands)

Note

30 June

31 December

2020

2019

Non‐current assets

Property, plant and equipment

7

131,528

133,342

Intangible assets

8

1,144,505

1,161,760

Goodwill

9

569,696

577,973

Other investments

10

31,153

38,566

Other non‐current assets

11

16,436

16,426

Deferred tax assets

12

76,179

71,513

Total non‐current assets

1,969,497

1,999,580

Current assets

Inventories

13

Trade receivables

13

Other receivables

13

Other current assets

13

Fair value of hedging derivatives (cash flow hedge)

14

Short‐term financial investments, cash and cash equivalents

15

Total current assets

255,095 226,885

285,867 296,961

56,697 79,949

10,301 7,683

13,920 9,949

218,392 187,923

840,272 809,350

Total assets

2,809,769

2,808,930

The notes to the financial statements are an integral part of the consolidated financial statements.

17

RECORDATI S.p.A. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

EQUITY AND LIABILITIES

€ (thousands)

Note

30 June

31 December

2020

2019

Shareholders' equity

Share capital

26,141

26,141

Additional paid‐in capital

83,719

83,719

Treasury stock

(101,350)

(93,480)

Hedging reserve (cash flow hedge)

(2,340)

(5,357)

Translation reserve

(169,967)

(146,866)

Other reserves

56,217

64,651

Retained earnings

1,152,408

999,708

Net income for the period

196,918

368,825

Interim dividend

0

(98,764)

Shareholders' equity attributable to the holders of the Parent

1,241,746

1,198,577

Non‐controlling interests

259

234

Total shareholders' equity

16

1,242,005

1,198,811

Non‐current liabilities

Loans - due after one year

17

971,603

937,344

Staff leaving indemnities

18

20,394

20,557

Deferred tax liabilities

19

42,041

43,172

Other non‐current liabilities

20

21,116

22,292

Total non‐current liabilities

1,055,154

1,023,365

Current liabilities

Trade payables

21

155,585

175,481

Other payables

21

99,457

185,706

Tax liabilities

21

33,622

21,094

Other current liabilities

21

10,944

12,543

Provisions

21

16,705

17,933

Fair value of hedging derivatives (cash flow hedge)

22

13,198

10,788

Loans - due within one year

17

176,604

149,817

Bank overdrafts and short‐term loans

23

6,495

13,392

Total current liabilities

512,610

586,754

Total equity and liabilities

2,809,769

2,808,930

The notes to the financial statements are an integral part of the consolidated financial statements.

18

RECORDATI S.p.A. AND SUBSIDIARIES

STATEMENT OF COMPREHENSIVE INCOME

€ (thousands)

First half

First quarter

2020

2019

Net income for the period

196,943

174,274

Gains/(losses) on cash flow hedges, net of tax

3,017

533

Gains/(losses) on translation of foreign financial statements

(23,101)

1,443

Gains/(losses) on equity‐accounted investees, net of tax

(7,437)

6,215

Other changes, net of tax

(225)

0

Income and expense for the period recognized directly in equity

(27,746)

8,191

Comprehensive income for the period

169,197

182,465

Attributable to:

Equity holders of the parent

169,172

182,443

Non‐controlling interests

25

22

  1. Except for share and per‐share amounts.

Earnings per share (EPS) are based on average shares outstanding during each year, 205,384,957 in 2020 and 204,317,687 in 2019, net of average treasury stock which amounted to 3,740,199 shares in 2020 and to 4,807,469 shares in 2019.

Diluted earnings per share is calculated taking into account stock options granted to employees.

The notes to the financial statements are an integral part of the consolidated financial statements.

19

RECORDATI S.p.A. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

Attributable to equity holders of the Parent

€ (thousands)

Share

Additional

Treasury

Hedging

Translation

Other

Retained

Net income

Interim

Non‐con‐

Total

capital

paid‐in

stock

reserve

reserve

reserves

earnings

for the

dividend

trolling

capital

period

interests

Balance at 31.12.2018*

26,141

83,719

(145,608)

(8,399)

(154,146)

43,081

897,990

312,376

(91,761)

193

963,586

Allocation of 2018 net

income:

‐ Dividends

29,486

(217,330)

91,761

(96,083)

‐ Retained earnings

95,046

(95,046)

0

Change in the reserve for

share based payments

1,866

1,658

3,524

Disposal of own shares

34,879

(17,288)

17,591

Other changes

320

320

Comprehensive income

for the period

533

1,443

6,215

174,252

22

182,465

Balance at 30.6.2019

26,141

83,719

(110,729)

(7,866)

(152,703)

51,162

1,007,212

174,252

0

215

1,071,403

Balance at 31.12.2019

26,141

83,719

(93,480)

(5,357)

(146,866)

64,651

999,708

368,825

(98,764)

234

1,198,811

Allocation of 2019 net

income:

‐ Dividends

35,669

(241,092)

98,764

(106,659)

‐ Retained earnings

127,733

(127,733)

0

Change in the reserve for

share based payments

(772)

3,211

2,439

Purchase of own shares

(47,871)

(47,871)

Disposal of own shares

40,001

(14,639)

25,362

Other changes

726

726

Comprehensive income

for the period

3,017

(23,101)

(7,662)

196,918

25

169,197

Balance at 30.6.2020

26,141

83,719

(101,350)

(2,340)

(169,967)

56,217

1,152,408

196,918

0

259

1,242,005

*The Group has initially applied IFRS 16 at 1 January 2019, using the modified retrospective approach. Under this approach, comparative information is not restated and the possible cumulative effect of initially applying IFRS 16, not significant for the Group, is recognised in retained earnings at the date of initial application.

The notes to the financial statements are an integral part of the consolidated financial statements.

20

RECORDATI S.p.A. AND SUBSIDIARIES

CONSOLIDATED CASH FLOW STATEMENT

€ (thousands)

First half

First half

2020

2019

Cash flow from operating activities

Net Income

196,943

174,274

Depreciation of property, plant and equipment

12,681

12,171

Amortization of intangible assets

32,941

24,583

Equity‐settled share‐based payment transactions

2,439

3,524

Total

245,004

214,552

(Increase)/decrease in deferred tax assets

(4,211)

5,879

Increase/(decrease) in staff leaving indemnities

(163)

38

Increase/(decrease) in other non‐current liabilities

(3,736)

(257)

236,894

220,212

Changes in working capital

Trade receivables

11,094

(51,511)

Inventories

(28,210)

(959)

Other receivables and other current assets

20,634

2,107

Trade payables

(19,896)

(8,183)

Tax liabilities

12,528

(18,302)

Other payables and other current liabilities

(12,686)

(4,191)

Provisions

(1,228)

(4,672)

Changes in working capital

(17,764)

(85,711)

Net cash and cash equivalents from (used in) operating activities

219,130

134,501

Cash flow from investing activities

Net (investments)/disposals in property, plant and equipment

(15,819)

(13,198)

Net (investments)/disposals in intangible assets

(79,934)

(45,879)

Net (increase)/decrease in other non‐current receivables

(10)

(164)

Net cash and cash equivalents from (used in) investing activities

(95,763)

(59,241)

Cash flow from financing activities

Loans granted

118,708

4,370

Re‐payment of loans

(49,540)

(90,614)

Payment of lease liabilities

(4,806)

(4,632)

Purchase of treasury stock

(47,871)

0

Sale of treasury stock

25,362

17,591

Other changes in equity

501

320

Dividends paid

(110,380)

(96,083)

Net cash and cash equivalents from/(used in) financing activities

(68,026)

(169,048)

Changes in net cash and cash equivalents

55,341

(93,788)

Net cash and cash equivalents at beginning of period *

174,531

181,131

Change in translation reserve

(17,975)

(548)

Net cash and cash equivalents at end of period *

211,897

86,795

* Includes cash and cash equivalents net of bank overdrafts and short‐term loans.

The notes to the financial statements are an integral part of the consolidated financial statements.

21

RECORDATI S.p.A. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2020

  1. GENERAL INFORMATION
    The consolidated condensed financial statements of the Recordati group for the period ended 30 June 2020 have been prepared by Recordati Industria Chimica e Farmaceutica S.p.A. (the "Company" or the "Parent"), with offices at Via Matteo Civitali 1, Milan, Italy, in a condensed form as provided by IAS 34 "Interim Financial Reporting" and were approved by the Board of Directors on 30 July 2020 that authorised their public disclosure.
    These consolidated condensed financial statements were prepared on the presumption of business continuity as the Board has verified the non existence of financial, administrative or indicators of any other nature that may signal critical issues regarding the Group's capability to honour its obligations in the foreseeable future and in particular in the next 12 months.
    Details regarding the accounting principles adopted by the Group are set out in Note 2.
    The consolidated condensed financial statements for the period ended 30 June 2020 comprise those of the "Parent" and all its controlled subsidiaries. The companies included in the consolidated accounts, the consolidation method applied, their percentage of ownership and a description of their activity are set out in Note 28.
    During the first half 2020 the consolidation perimeter remained unchanged.
    These financial statements are presented in euro (€) and all amounts are rounded to the nearest thousand euro unless otherwise stated.
  2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
    These interim consolidated financial statements were prepared in accordance with the recognition and measurement criteria prescribed by the International Financial Reporting Standards (IFRS) adopted by the European Union, but do not include the full information required for the annual financial statements and must therefore be read together with the annual report for the full year ended 31 December 2019, prepared in accordance with the IFRS, issued by the International Accounting Standards Board (IASB) and adopted by the European Union.
    The preparation of the interim financial statements requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets, liabilities and disclosure of contingent assets and liabilities at the date of the interim financial statements. If in the future such estimates and assumptions, which are based on management's best judgment at the date of the interim financial statements, deviate from the actual circumstances, the original estimates and assumptions will be modified as appropriate in the period in which the circumstances change. The estimates and hypothesis made during the preparation of the consolidated condensed financial statements take into account the impacts, even if potential, determined by the COVID‐19 pandemic. Valuation exercises, in particular complex calculations such as those required to identify impairment loss, are carried out in depth only for the preparation of the year‐end consolidated financial statements, except when there is an indication that an asset has suffered an impairment loss which would require an immediate estimate of the loss.

22

In relation to financial instruments measured at Fair Value, IFRS 13 requires the classification of these instruments according to the standard's hierarchy levels, which reflect the significance of the inputs utilized in establishing the fair value. The following levels are used:

  • Level 1: unadjusted assets or liabilities subject to valuation on an active market;
  • Level 2: inputs other than prices listed at the previous point, which are directly observable (prices) or indirectly (derivatives from the prices) on the market;
  • Level 3: input which is not based on observable market data.

Disclosure of the net financial position is included under the preceding management review.

Accounting principles used by the Group in preparing interim condensed consolidated financial statements

The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group's annual consolidated financial statements for the year ended 31 December 2019, except for the adoption of new standards and amendments effective as of 1 January 2020. The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.

Several amendments and interpretations apply for the first time in 2020, but do not have an impact on the interim condensed consolidated financial statements of the Group.

Amendments to IFRS 3: Definition of a business

The amendments to IFRS 3 clarifies that to be considered a business, an integrated set of activities and assets must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output. Furthermore, it clarified that a business can exist without including all of the inputs and processes needed to create outputs. These amendments had not impact on the consolidated financial statements of the Group, but may impact future periods should the Group enter into any business combinations.

Amendments of IAS 1 and IAS 8: Definition of material

The amendments provide a new definition of material that states "information is material if omitting, misstating or obscuring it could reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements, which provide financial information about specific reporting entity".

The amendments clarify that materiality will depend on the nature or magnitude of information, either individually or in combination with other information, in the context of the financial statements.

A misstatement of information is material if it could reasonably be expected to influence decisions made by the primary users. These amendments had no impact on the consolidated financial statements of, nor is there expected to be any future impact to the Group.

3. REVENUE

The Group's operations and main revenue streams are those described in the last annual financial statements. The Group's revenue is derived from contracts with customers and is not subject to seasonal fluctuations.

Net revenue for the first half of 2020 is € 760.2 million (€ 743.3 million in the same period of the preceding

23

year) and can be broken down as follows:

€ (thousands)

First half

First half

Change

2020

2019

2020/2019

Net sales

734,455

732,410

2,045

Royalties

2,920

3,296

(376)

Up‐front payments

2,390

3,197

(807)

Various revenues

20,427

4,350

16,077

Total revenue

760,192

743,253

16,939

Up‐front payments relate to the licensing and distribution of the portfolio products and are recognized over the time period of the collaboration with the customers. Revenue from up‐front payments of € 2.4 million recorded in the first half of 2020 refer mainly to license agreements for pitavastatin (€ 0.8 million), lercanidipine (€ 0.4 million), Cystadrops® (cysteamine hydrochloride) (€ 0.4 million), the lercanidipine‐enalapril combination (€ 0.3 million) and silodosin (€ 0.2 million). The remaining balance of amounts already paid up‐ front by customers, which will be recognized as revenue in future periods, recorded under current liabilities (see Note 21), is of € 9.8 million (€ 11.9 million at 31 December 2019).

The increase in the line "Various revenues" is mainly due to the contractual margin on sales realized by Novartis, on behalf of Recordati, of Signifor® and Signifor® LAR for an amount of € 19.3 million, following the acquisition of the rights on 23 October 2019. In addition to these, € 12.4 million, booked to net sales, were recorded following marketing authorisation transfer in the U.S.A and progressively in Europe and other geographic areas. Starting from the second quarter 2020 Recordati launched Isturisa® in the U.S.A. and in France with combined sales of 1.1 million.

In the following tables, revenue is disaggregated by product or product class and by geographical areas. The tables also include a reconciliation of the disaggregated revenue with the Group's reportable segments.

Product or product class

€ (thousands)

Specialty and

Specialty and

Rare

Rare

Total

Total

Primary Care

Primary Care

Diseases

Diseases

2020

2019

2020

2019

2020

2019

Zanidip®

82,561

70,811

82,561

70,811

Zanipress®

26,864

29,239

26,864

29,239

Urorec®

42,328

54,500

42,328

54,500

Livazo®

30,204

26,728

30,204

26,728

Seloken®/Logimax®

52,448

48,737

52,448

48,737

Other corporate products

83,770

90,912

83,770

90,912

Drugs for rare diseases

152,736

115,646

152,736

115,646

OTC

135,854

143,724

135,854

143,724

Local product portfolios

121,174

130,921

121,174

130,921

Other revenue

4,849

6,795

4,849

6,795

Pharmaceutical chemicals

27,404

25,240

27,404

25,240

Total net revenue

607,456

627,607

152,736

115,646

760,192

743,253

24

Geographic areas by country

€ (thousands)

Specialty and

Specialty and

Rare

Rare

Total

Total

Primary Care

Primary Care

Diseases

Diseases

2020

2019

2020

2019

2020

2019

Pharmaceuticals

Italy

134,917

145,810

9,566

5,471

144,483

151,281

France

59,521

69,732

13,905

7,932

73,426

77,664

Russia, Ukraine, other CIS

44,767

50,419

1,324

1,199

46,091

51,618

Germany

59,136

61,456

8,305

6,517

67,441

67,973

Spain

37,400

42,030

5,598

4,584

42,998

46,614

Turkey

42,478

41,798

2,309

2,292

44,787

44,090

Portugal

21,455

21,253

851

557

22,306

21,810

Other CEE

40,674

38,706

3,553

1,871

44,227

40,577

Other Western Europe

30,957

26,385

13,656

10,000

44,613

36,385

North Africa

22,067

20,314

723

334

22,790

20,648

Other international sales

86,680

84,464

32,892

23,282

119,572

107,746

U.S.A

60,054

51,607

60,054

51,607

Total pharmaceutical net

revenue

580,052

602,367

152,736

115,646

732,788

718,013

Pharmaceutical chemicals

Italy

2,516

1,881

2,516

1,881

Other European countries

8,512

8,968

8,512

8,968

U.S.A.

3,241

4,796

3,241

4,796

America (exc. U.S.A.)

2,457

2,175

2,457

2,175

Australasia

9,669

6,707

9,669

6,707

Africa

1,009

713

1,009

713

Total chemical

pharmaceuticals net

revenue

27,404

25,240

0

0

27,404

25,240

Total net revenue

607,456

627,607

152,736

115,646

760,192

743,253

4. OPERATING EXPENSES

Overall operating expenses in the first half of 2020 are € 498.7 million, a slight decrease compared to the €

500.7 million in the same period of the preceding year and are analyzed by function as follows:

€ (thousands)

First half

First half

Change

2020

2019

2020/2019

Cost of sales

211,754

223,298

(11,544)

Selling expenses

174,196

183,884

(9,688)

Research and development expenses

71,242

59,757

11,485

General and administrative expenses

36,684

34,598

2,086

Other income (expense), net

4,806

(843)

5,649

Total operating expenses

498,682

500,694

(2,012)

Cost of sales is € 211.8 or 27.9% of sales, a reduction compared to the 30.0% in the first half of 2019 due mainly to a larger proportion of products with higher margins.

Selling expenses decrease by 5.3% mainly due to the significant reduction of promotional activities as a result of the restrictions introduced in all markets to counter the COVID‐19 epidemiological emergency, with a

25

consequent decrease as a percent of revenue compared to the same period of the preceding year.

Research and development expenses are € 71.2 million, up by 19.2% compared to those recorded in the first half of the preceding year due to the advancement of new development programs and the amortization of the rights to the new products Signifor® and Signifor® LAR and, as from the second quarter also Isturisa®, acquired from Novartis in October 2019.

General and administrative expenses are up by 6.0% while they remain substantially unchanged as percent of sales.

The main items in other (income) expense are summarized in the table below.

€ (thousands)

First half

First half

Change

2020

2019

2020/2019

Non‐recurring expenses related to the COVID‐19

epidemiological emergency

3,959

3,959

Other

847

(843)

1,690

Total operating expenses

4,806

(843)

5,649

Non‐recurring expenses related to the COVID‐19 epidemiological emergency are mainly donations to hospitals and healthcare services, but also include costs for the safety measures to secure work spaces and for the purchase of personal protective equipment.

Total operating expenses are analyzed by nature as follows:

€ (thousands)

First half

First half

Change

2020

2019

2020/2019

Material consumption

157,453

175,350

(17,897)

Payroll costs

128,959

126,835

2,124

Other employees costs

15,070

18,151

(3,081)

Variable sales expenses

40,910

36,847

4,063

Depreciation and amortization

45,622

36,754

8,868

Utilities and consumables

17,773

16,205

1,568

Other expenses

92,895

90,552

2,343

Total operating expenses

498,682

500,694

(2,012)

Material consumption as a percentage of sales is 20.7%, down by 2.9% compared to that in the same period of 2019.

Payroll costs include a cost for stock options of € 2.4 million in the first quarter of 2020 and € 3.5 million in the same period of the preceding year.

During the period, some Group employees were designated as beneficiaries of an incentive plan, with a duration of 5 years, under which they acquired, at nominal value, shares of Rossini Luxembourg S.à r.l., an indirect shareholder of Recordati S.p.A., and will benefit from a return at the expiry of the plan's duration. At 30 June 2020 recognition under IFRS 2 generated a cost booked to the profit and loss of € 0.5 million.

26

Total depreciation and amortization charges are € 45.6 million. Amortization charges are € 32.9 million, an increase of € 8.4 million over the same period of the preceding year mainly resulting from the acquisition of the rights to Signifor®, Signifor® LAR and Isturisa® from Novartis in October 2019. Depreciation charges are €

12.7 million, up by € 0.5 million compared to the first half of 2019.

5. FINANCIAL INCOME AND EXPENSE

In the first half of 2020 and in the same period of 2019 financial items record a net expense of € 7.1 million and € 10.9 million respectively and are comprised as follows:

€ (thousands)

First half

First half

Change

2020

2019

2020/2019

Currency exchange (gains) losses

418

156

262

Interest expense on loans

7,900

6,038

1,862

Net interest (income) expense on short‐term

financial position

(1,858)

3,809

(5,667)

Interest cost on leases

584

598

(14)

Interest on tax assessments

222

(222)

Interest cost in respect of defined benefit plans

39

99

(60)

Total financial income (expense), net

7,083

10,922

(3,839)

The net increase of interest expense on loans is mainly due to the interest on the syndicated loan of € 400.0 million received by the Parent in June 2019 and the new loans granted by UBS Switzerland AG (75.0 million Swiss francs to the Swiss subsidiary Recordati AG) and by UBI Banca (€ 40.0 million to the Parent), offset by lower interest charges on the $ 70 million loan privately placed by the US subsidiary Recordati Rare Diseases Inc. in 2013 and reimbursed in advance in the first part of 2019, as well as by more favourable variable interest rates on the IFC‐World Bank loan.

During the period the Parent company repaid in advance to the U.S. company Recordati Rare Diseases Inc. two loans stipulated in November 2016 for an overall amount of $ 70 million (which correspond to the two tranches of the notes privately placed by the US subsidiary in 2013) and extinguished the relative cross‐currency swaps. Following the early reimbursement of the notes in the first half of 2019, the derivative financial instruments no longer qualified as hedging instruments and their change in fair value was recognized to the profit and loss, net of the effect of the conversion of the loans to the current Euro/Dollar exchange rate. The settlement of the cross‐currency swaps gave rise to a gain, net of the currency exchange loss associated with the reimbursement of the intercompany loans and bank charges, of € 2.6 million, compared to net charges of €

1.9 million in the first half of the preceding year.

6. PROVISION FOR TAXES

The provision for taxes amounts to € 57.5 million and includes income taxes levied on all consolidated companies as well as the Italian regional tax on production activities (IRAP) which is levied on all Italian companies.

Following the agreement reached with the Italian tax authorities on 19 December 2019 which allows the Parent Company to benefit from a discount on taxable income connected with the direct use of intangible assets for the period 2015 to 2019, the Parent Company decided to adhere - instead of renewing the agreement - to the new optional reverse charge mechanism provided for by art. 4 of the 30 April 2019 legislative decree number

27

34, and therefore determine directly in its tax returns the discount on taxable income provided by the "patent box" for the current year, using the same criteria agreed with the tax authorities for the preceding five‐year period and providing documentation supporting the calculation. The accrued benefit for the first half 2020, booked as a reduction in taxes, is € 4.4 million.

7. PROPERTY, PLANT AND EQUIPMENT

The composition and variation of property, plant and equipment, including the valuation of the right to use the assets conveyed under leases, are shown in the following table:

€ (thousands)

Land &

Plant &

Other

Advances/

Total

buildings

machinery

equipment

construction

in progress

Cost

Balance at 31 December 2019

92,762

233,176

92,182

19,596

437,716

Additions

3,109

1,530

6,460

4,754

15,853

Disposals

(2,415)

(301)

(3,469)

0

(6,185)

Other changes

(1,451)

3,633

220

(7,070)

(4,668)

Balance at 30 June 2020

92,005

238,038

95,393

17,280

442,716

Accumulated depreciation

Balance at 31 December 2019

48,016

193,906

62,452

0

304,374

Depreciation for the period

3,011

4,224

5,446

0

12,681

Disposals

(1,426)

(335)

(2,451)

0

(4,212)

Other changes

(327)

(790)

(538)

0

(1,655)

Balance at 30 June 2020

49,274

197,005

64,909

0

311,188

Carrying amount at

31 December 2019

44,746

39,270

29,730

19,596

133,342

30 June 2020

42,731

41,033

30,484

17,280

131,528

The additions during the period are € 15.9 million, of which € 8.3 million related to the right to use the assets conveyed under leases, and refer mainly to investments by the Parent (€ 4.9 million), the Spanish subsidiary Casen Recordati (€ 1.2 million), the Portuguese subsidiary Jaba Recordati (€ 2.0 million) and the Turkish subsidiary Recordati Ilaç (€ 2.7 million). The line "Other changes" includes the conversion into euros of the tangible assets booked in different currencies, for a net decrease of € 3.0 million compared to that at 31 December 2019, of which € 2.6 million due to the devaluation of the Turkish lira.

The following table shows the valuation of the right to use the assets conveyed under leases, already included in the table above, determined as prescribed by IFRS 16.

28

€ (thousands)

Land and

Plant and

Other

Total

buildings

machinery

equipment

Cost

Balance at 31 December 2019

20.239

496

17.263

37.998

Additions

2.641

858

4.774

8.273

Disposals

(1.824)

(272)

(3.061)

(5.157)

Other changes

(308)

(4)

(794)

(1.106)

Balance at 30 June 2020

20.748

1.078

18.182

40.008

Accumulated depreciation

Balance at 31 December 2019

4.196

247

5.804

10.247

Depreciation for the period

1.892

116

3.163

5.171

Disposals

(857)

(267)

(2.044)

(3.168)

Other changes

(100)

(2)

(294)

(396)

Balance at 30 June 2020

5.131

94

6.629

11.854

Carrying amount at

31 December 2019

16.043

249

11.459

27.751

30 June 2020

15.617

984

11.553

28.154

Right‐of‐use assets refer mainly to the office premises of a number of Group subsidiaries and of the cars used by medical representatives operating in their territories.

8. INTANGIBLE ASSETS

The composition and variation of intangible assets are shown in the following table:

€ (thousands)

Patent rights and

Distribution, license,

Other

Advance

Total

marketing trademark and similar

payments

authorizations

rights

Cost

Balance at 31 December 2019

801,402

502,530

21,764

263,559

1,589,255

Additions

27

114

216

8,389

8,746

Disposals

0

0

(117)

(141)

(258)

Other changes

227,433

1,331

(138)

(223,621)

5,005

Balance at 30 June 2020

1,028,862

503,975

21,725

48,186

1,602,748

Accumulated amortization

Balance at 31 December 2019

217,723

190,368

19,404

0

427,495

Amortization for the period

19,859

12,847

235

0

32,941

Disposals

0

0

(5)

0

(5)

Other changes

(1,622)

(447)

(119)

0

(2,188)

Balance at 30 June 2020

235,960

202,768

19,515

0

458,243

Carrying amount at

31 December 2019

583,679

312,162

2,360

263,559

1,161,760

30 June 2020

792,902

301,207

2,210

48,186

1,144,505

Additions during the period are mainly attributable to the agreements with Novartis for the rights to Signifor®, Signifor® LAR and Isturisa® and with Gedeon Richter for the rights to Reagila®.

29

The conversion into euros of the intangible assets booked in different currencies, included in the line "Other changes", gives rise to a net increase of € 9.9 million as compared to 31 December 2019, mainly attributable to the revaluation of the Swiss franc for an amount of € 13.2 million, the devaluation of the Russian ruble for an amount of € 2.3 million and the devaluation of the Turkish lira for an amount of € 0.5 million.

9. GOODWILL

Net goodwill at 30 June 2020 amounts to € 569.7 million, a decrease of € 8.3 million as compared to that at 31 December 2019, and is attributed to the operational areas, which represent the same number of cash generating units:

  • France: € 74.2 million;
  • Russia: € 25.8 million;
  • Germany: € 48.8 million;
  • Portugal: € 32.8 million;
  • Treatments for rare diseases business: € 110.6 million;
  • Turkey: € 32.4 million;
  • Czech Republic: € 13.2 million;
  • Romania: € 0.2 million;
  • Poland: € 14.7 million;
  • Spain: € 58.1 million;
  • Tunisia: € 17.0 million;
  • Italy: € 133.2 million;
  • Switzerland: € 8.7 million.

Goodwill related to acquisitions made in countries outside the European Monetary Union is calculated in local currency and converted into euros at the period‐end exchange rate. Conversion at 30 June 2020 resulted in an overall net decrease of € 8.3 million, compared to that at 31 December 2019, to be attributed to the acquisitions in Turkey (decrease of € 4.8 million), Russia (decrease of € 1.9 million), Poland (decrease of € 0.7 million), Czech Republic (decrease of € 0.7 million), Tunisia (decrease of € 0.4 million) and Switzerland (increase of € 0.2 million).

In compliance with IFRS 3 goodwill is not systematically amortized. Instead, it is tested for impairment on an annual basis or more frequently if specific events or circumstances indicate a possible loss of value. During the period despite the COVID‐19 epidemiological emergency which has inevitably affected the Group's activity, the results obtained are positive and confirm continued growth. A prospective analysis, conducted by comparing the results at 30 June 2020 with the expected cash flows by CGU (cash generating unit) to verify if these events and their consequences could determine indicators of possible loss of value, did not reveal any critical situations. In fact, even in view of possible sales revenue reduction, neither persistent nor significant margin or cash flow variances, compared to those planned, or changes in market interest rates, and thus discount rates, are expected and therefore it was deemed not necessary to conduct impairment tests on the financial situation at 30 June 2020.

10. OTHER INVESTMENTS

At 30 June 2020 other investments amount to € 31.2 million, a decrease of € 7.4 million compared to those at 31 December 2019.

30

The main investment is that made in the U.K. company PureTech Health plc, specialized in investment in start‐ up companies dedicated to innovative therapies, medical devices and new research technologies. Starting 19 June 2015 the shares of the company were admitted to trading on the London Stock Exchange. At 30 June 2020 the overall listed value of the 9.554.140 shares held is of € 27.8 million. The € 7.8 million decrease in value compared to that at 31 December 2019 is recognized directly in equity, net of the relative tax effect, and shown on the statement of comprehensive income.

This account also comprises € 3.3 million regarding an investment made during 2012 in Erytech Pharma S.A., a listed late development stage French biopharmaceutical company focused on orphan oncology and rare diseases. The investment, originally structured as a non‐interest bearing loan, was converted into 431,034 shares of the company in May 2013. As compared to 31 December 2019 the value of the investment was reduced by € 0.4 million to bring it in line with its listed value. This amount, net of its tax effect, is recognized directly in equity and shown on the statement of comprehensive income.

  1. OTHER NON‐CURRENT ASSETS
    Other non‐current assets at 30 June 2020 are € 16.4 million, substantially unchanged compared to those at 31 December 2019. They include the tax benefit obtained under the so‐called "patent box" agreed with the Italian tax authorities in December 2019 to be utilized after twelve months.
  2. DEFERRED TAX ASSETS
    At 30 June 2020 deferred tax assets are € 76.2 million, a net increase of € 4.7 million compared to those at 31 December 2019. The effect of deferred tax assets related to components of the other comprehensive income is a net decrease of € 1.0 million.
  3. CURRENT ASSETS
    Inventories are € 255.1 million, an increase of € 28.2 million compared to those stated at 31 December 2019 attributable mainly to supplies of Signifor®, Signifor® LAR and Isturisa® in view of their direct distribution.
    Trade receivables at 30 June 2020 are € 285.9 million, a decrease of of € 11.1 million compared to that at 31 December 2019 due to the decrease in sales during the second quarter 2020 resulting from the COVID‐19 epidemiological emergency. Trade receivables are stated net of a € 14.0 million provision for doubtful accounts, a decrease of € 0.9 million compared to 31 December 2019, booked to the P&L under selling expenses, which reflects the potential collection risk connected with certain customers and geographic areas. Days sales outstanding are 70, higher than those registered at 31 December 2019 but in line with those reported at 30 June 2019.
    Other receivables, at € 56.7 million, decrease by € 23.3 million compared to those at 31 December 2019, mainly due to the Parent's lower tax credits. The tax credit associated with the so‐called patent box allowed the Parent to avoid having to pay taxes due on 30 June 2020.
    Other current assets are € 10.3 million and refer mainly to prepaid expenses.
  4. FAIR VALUE OF HEDGING DERIVATIVES (CASH FLOW HEDGE) (included in current assets)
    The cross currency swaps covering the cash flows related to the notes issued and privately placed on 30 September 2014, for an amount of $ 75 million, measured at fair value at 30 June 2020 give rise to a € 13.9

31

million asset recognized under current assets as 'Fair value of hedging derivatives (cash flow hedge)'. This amounts represents the potential benefit of a lower value in euros of the future dollar denominated capital and interest flows, in view of the revaluation of the foreign currency subsequent to the moment in which the loan and hedging instrument were negotiated. In particular, the change in fair value of the hedging instrument covering the $ 50 million tranche of the loan, provided by Mediobanca, was positive for an amount of € 9.1 million, and that covering the $ 25 million tranche of the loan, provided by UniCredit, yielded a € 4.8 million positive value change.

The fair value of such hedging derivatives is measured at level 2. The fair value is calculated as the present value of the estimated future cash flows. Estimates of future floating‐rate cash flows are based on quoted swap rates futures prices and interbank borrowing rates. Estimated cash flows are discounted using a yield curve which reflects the relevant benchmark interbank rate used by market participants for these purposes when pricing interest rate swaps.

  1. SHORT‐TERM FINANCIAL INVESTMENTS, CASH AND CASH EQUIVALENTS
    Short term financial investments, cash and cash equivalents at 30 June 2020 are € 218.4 million, an increase of € 30.5 million compared to those at 31 December 2019 and are mostly denominated in euros, U.S. dollars and Pounds Sterling and comprise mainly current accounts and short‐term deposits.
  2. SHAREHOLDERS' EQUITY
    Shareholders' Equity at 30 June 2020 is € 1,242.0 million, an increase of € 43.2 million compared to that at 31 December 2019 for the following combined reasons:
    • increase of € 196.9 million from net income for the period;
    • increase of € 2.4 million from cost of stock option plans set‐off directly in equity;
    • decrease of € 47.9 million from purchase of 1,283,231 own shares;
    • increase of € 25.4 million from disposal of 1,315,250 own shares in treasury stock to service the stock option plans;
    • increase of € 3.0 million from change in the value of cross currency swaps, the underlying loans and interest rate swaps set‐off directly in equity, net of the relative tax effect;
    • decrease of € 7.3 million from application of IFRS 9, almost entirely due to the change in fair value of the holdings in PureTech Health plc and in Erytech Pharma S.A., net of the tax effect;
    • decrease of € 23.1 million for translation adjustments ;
    • increase of € 0.5 million from other changes;
    • decrease of € 106.7 million from the distribution of the 2019 dividend balance.

The Italian company Recordati Rare Diseases Italy is 99% owned giving rise to a minority interest of € 259.0 thousand.

As at 30 June 2020 the Company has three stock option plans in favor of certain group employees in place, the 2010‐2013 plan, under which remaining options were granted on 8 May 2012, on 17 April 2013 and on 30 October 2013, the 2014‐2018, plan under which options were granted on 29 July 2014 and on 13 April 2016 and the 2018‐2022 plan, under which options were granted on 3 August 2018. The strike price of the options is the average of the parent company's listed share price during the 30 days prior to the grant date. Stock options are vested over a period of five years and those not exercised within the eighth year of the date of grant expire. Options cannot be exercised if the employee leaves the company before they are vested. Stock options outstanding at 30 June 2020 are analyzed in the following table.

32

Strike price

Options

Options

Options

Options

Options

(€)

outstanding

granted

exercised

cancelled outstanding at

at 1.1.2020

during 2020

during 2020

or expired

30.6.2020

Date of grant

8 May 2012

5.3070

242,500

(200,000)

42,500

17 April 2013

7.1600

25,000

(25,000)

30 October 2013

8.9300

5,000

(5,000)

29 July 2014

12.2900

1,138,500

(317,500)

821,000

13 April 2016

21.9300

2,218,000

(388,500)

(31,500)

1,798,000

3 August 2018

30.7300

4,578,500

(379,250)

(90,500)

4,108,750

Total

8,207,500

(1,315,250)

(122,000)

6,770,250

At 30 June 2020, 3,276,552 own shares are held as treasury stock, a decrease of 32,019 shares as compared to those at 31 December 2019. The change is to be attributed to the disposal of 1,315,250 shares, for an overall value of € 25.4 million, to service the exercise of stock options issued under the stock option plans and to the purchase of 1,283,231 shares for an overall value of € 47.9 million. The overall purchase cost of the shares held in treasury stock is € 101.3 million with an average unit price of € 30.93.

During the period, some Group employees were designated as beneficiaries of an incentive plan, for a duration of 5 years, under which they acquired, at nominal value, shares of Rossini Luxembourg S.à r.l., an indirect shareholder of Recordati S.p.A., and will benefit from a return at the expiry of the plan's duration.

17. LOANS

At 30 June 2020 loans total € 1,148.2 million, a net increase of € 61.0 million compared to those at 31 December 2019.

Loans include the liability, determined by the application of the accounting principle IFRS 16, that represents the obligation of making the payments provided for in the existing lease contracts for an overall value of € 28.3 million, a net decrease of € 0.6 million compared to that at 31 December 2019.

During the first half 2020 loans increased by € 118.7 million, € 110.4 million from the raising of new loans and € 8.3 million attributable to new leasing contracts, while a total of € 54.3 million was reimbursed, of which € 4.8 million related to leasing liabilities. The loan from ING Bank for an amount of € 30.0 million, originally undersigned by the Parent company on 8 January 2014 and re‐negotiated on 12 June 2015 with only the interest rate being changed, has been entirely reimbursed following the payment of the last installment in January. The relative interest rate swap was extinguished. The loan stipulated by the Parent with UniCredit in May 2015 for an amount of € 50.0 million was extinguished following the payment of the last installment in May.

The conversion of loans in currencies other than the Euro together with the early termination of various leasing contracts, determined a net decrease of € 3.4 million compared to those at 31 December 2019.

The main loans outstanding are:

  1. A loan agreement undersigned with UBS Switzerland AG by the Swiss subsidiary Recordati AG on 17 April 2020 for an amount of 75.0 million Swiss francs. The main terms and conditions provide for variable interest rate fixed at the Swiss currency's 3 months' Libor (with a zero floor) plus a spread of 110 basis

33

points with quarterly interest payments and semi‐annual repayment of principal starting September 2020 through March 2025. The value in euros of the outstanding loan at 30 June 2020 is of € 70.4 million. The loan agreement includes covenants which, if not met, could lead to a request for immediate repayment of the loan. The financial covenants, measured semi‐annually, are the following:

  • the ratio of consolidated net debt to consolidated EBITDA (for a period of twelve consecutive months) must be less than 3.00 to 1.00;
  • the ratio of consolidated operating income to consolidated net interest expense (for a period of twelve

consecutive months) must exceed 3.00 to 1.00. The above conditions were fulfilled during the period.

  1. A loan agreement undersigned with UBI Banca by the Parent on 17 April 2020 for an amount of € 40.0 million, at a fixed interest rate of 0.50% with quarterly interest payments and repayment of principal in October 2021. The loan agreement does not include financial covenants.
  2. A loan agreement undersigned with ING Bank by the Parent in August 2019 for an amount of € 22.5 million. The main terms and conditions provide for variable interest rate fixed at the 6 months' Euribor plus a spread of 135 basis points, that may change through a step up/step down mechanism linked to the Leverage Ratio, with semi‐annual interest payments and semi‐annual repayment of principal starting December 2021 through December 2024. The loan agreement includes covenants which, if not met, could lead to a request for immediate repayment of the loan. The financial covenants, measured semi‐annually, are the following:
    • the ratio of consolidated net debt to consolidated EBITDA (for a period of twelve consecutive months) must be less than 3.00 to 1.00;
    • the ratio of consolidated operating income to consolidated net interest expense (for a period of twelve

consecutive months) must exceed 3.00 to 1.00. The above conditions were fulfilled during the period.

  1. A loan for an amount of € 400.0 million negotiated by the Parent in June 2019 aimed at supporting the Group's growth strategy. The loan, initially undersigned by Mediobanca, Natixis and Unicredit was subsequently syndicated involving a pool of Italian and international banks. The terms of the loan provide for a variable interest rate at the 6 months' Euribor (with a zero floor) plus a 135 basis points spread, that may change through a step up/step down mechanism linked to the Leverage Ratio, and a duration of 5 years with principal semi‐annual repayment starting 30 June 2020 through June 2024. Funding, net of up‐ front commissions, took place on 30 July 2019. The debt outstanding at 30 June 2020 is of € 370.2 million. The loan agreement includes covenants which, if not met, could lead to a request for immediate repayment of the loan. The financial covenants, measured semi‐annually, are the following:
    • the ratio of consolidated net debt to consolidated EBITDA (for a period of twelve consecutive months) must be less than 3.00 to 1.00;
    • the ratio of consolidated operating income to consolidated net interest expense (for a period of twelve consecutive months) must exceed 3.00 to 1.00.

The above conditions were fulfilled during the period.

  1. A loan agreement undersigned with Mediobanca by the Parent in November 2018 for an amount of € 150.0 million. The main terms and conditions provide for variable interest rate fixed at the six months' Euribor plus a spread of 130 basis points, that may change through a step up/step down mechanism linked to the Leverage Ratio, with semi‐annual repayments of principal from 23 November 2020 through 22 November 2023. The loan is entirely covered with an interest rate swap, qualifying as a cash flow hedge, effectively converting the interest charges from variable to a fixed rate of 1.619%. The measurement at fair value at 30 June 2020 of the swap generated a liability of € 2.0 million which is recognized directly as a decrease in equity and stated as an increase of the 'Fair value of hedging derivatives (cash flow hedge)' under current

34

liabilities (see Note 22). The loan agreement includes covenants which, if not met, could lead to a request for immediate repayment of the loan. The financial covenants, measured annually, are the following:

  • the ratio of consolidated net debt to consolidated EBITDA (for a period of twelve consecutive months) must be less than 3.00 to 1.00;
  • the ratio of consolidated operating income to consolidated net interest expense (for a period of twelve consecutive months) must exceed 3.00 to 1.00.

The above conditions were fulfilled during the period.

  1. A loan of € 4.3 million granted to the Parent in July 2018 by the Banca del Mezzogiorno‐Mediocredito Centrale to fund investments in research and development, of which € 3.9 million at a reduced fixed interest rate of 0.50% to be repaid in six semi‐annual installments starting 30 June 2019 through 31 December 2021, and € 0.4 million at a variable interest rate equal to the 6 months' Euribor plus a spread of 220 basis points, to be repaid in two installments on 30 June and 31 December 2021. The debt outstanding at 30 June 2020 is of € 2.4 million. The loan agreement does not include financial covenants.
  2. A loan agreement with Banca Passadore undersigned by the Parent in November 2017 for an amount of € 15.0 million. The main terms and conditions provide for variable interest rate fixed at the three months' Euribor plus a spread of 65 basis points with quarterly payments of interest and a duration of 5 years with annual repayments of principal from November 2020 through November 2022. The loan agreement includes covenants which, if not met, could lead to a request for immediate repayment of the loan. The financial covenants, measured annually, are the following:
    • the ratio of consolidated net debt to consolidated EBITDA (for a period of twelve consecutive months) must be less than 3.00 to 1.00;
    • the ratio of consolidated operating income to consolidated net interest expense (for a period of twelve

consecutive months) must exceed 3.00 to 1.00. The above conditions were fulfilled during the period.

  1. A loan agreement with Intesa Sanpaolo undersigned by the Parent in October 2017 for an amount of € 75.0 million. The main terms and conditions provide for variable interest rate fixed at the six months' Euribor plus a spread of 95 basis points, semi‐annual payments of interest and a duration of 8 years with semi‐annual repayments of principal from June 2019 through October 2025. The debt outstanding at 30 June 2020 is of € 58.8 million. The loan is entirely covered with an interest rate swap, qualifying as a cash flow hedge, effectively converting the interest charges from variable to a fixed rate of 1.305%. The measurement at fair value at 30 June 2020 of the swap generated a liability of € 1.3 million which is recognized directly as a decrease in equity and stated as an increase of the 'Fair value of hedging derivatives (cash flow hedge)' under current liabilities (see Note 22). The loan agreement includes covenants which, if not met, could lead to a request for immediate repayment of the loan. The financial covenants, measured annually, are the following:
    • the ratio of consolidated net debt to consolidated EBITDA (for a period of twelve consecutive months) must be less than 3.00 to 1.00;
    • the ratio of consolidated operating income to consolidated net interest expense (for a period of twelve consecutive months) must exceed 3.00 to 1.00.

The above conditions were fulfilled during the period.

  1. A loan agreement with UniCredit undersigned by the Parent in September 2017 for an amount of € 50.0 million. The main terms and conditions provide for variable interest rate fixed at the six months Euribor plus a spread of 55 basis points with semi‐annual payments of interest and the repayment of principal on 29 September 2021. The loan is entirely covered with an interest rate swap, qualifying as a cash flow hedge, effectively converting the interest charges from variable to a fixed rate of 0.698%. The measurement at fair value at 30 June 2020 of the swap generated a liability of € 0.4 million which is recognized directly as a

35

decrease in equity and stated as an increase of the 'Fair value of hedging derivatives (cash flow hedge)' under current liabilities (see Note 22). The loan agreement includes covenants which, if not met, could lead to a request for immediate repayment of the loan. The financial covenants, measured annually, are the following:

  • the ratio of consolidated net debt to consolidated EBITDA (for a period of twelve consecutive months) must be less than 3.00 to 1.00;
  • the ratio of consolidated operating income to consolidated net interest expense (for a period of twelve

consecutive months) must exceed 3.00 to 1.00. The above conditions were fulfilled during the period.

  1. A loan agreement with UBI Banca undersigned by the Parent in September 2017 for an amount of € 50.0 million. The main terms and conditions provide for variable interest rate fixed at the six months Euribor plus a spread of 50 basis points with semi‐annual payments of interest and the repayment of principal on 7 September 2022. The loan is entirely covered with an interest rate swap, qualifying as a cash flow hedge, effectively converting the interest charges from variable to a fixed rate of 0.714%. The measurement at fair value at 30 June 2020 of the swap generated a liability of € 0.7 million which is recognized directly as a decrease in equity and stated as an increase of the 'Fair value of hedging derivatives (cash flow hedge)' under current liabilities (see Note 22). The loan agreement includes covenants which, if not met, could lead to a request for immediate repayment of the loan. The financial covenants, measured annually, are the following:
    • the ratio of consolidated net debt to consolidated EBITDA (for a period of twelve consecutive months) must be less than 3.00 to 1.00;
    • the ratio of consolidated operating income to consolidated net interest expense (for a period of twelve

consecutive months) must exceed 3.00 to 1.00. The above conditions were fulfilled during the period.

  1. A loan agreement with Mediobanca undersigned by the Parent in July 2017 for an amount of € 75.0 million. The main terms and conditions provide for variable interest rate fixed at the six months Euribor plus a spread of 95 basis points and a duration of 7 years with annual repayments of principal from July 2018 through July 2024. The debt outstanding at 30 June 2020 is of € 54.0 million. The loan is entirely covered with an interest rate swap, qualifying as a cash flow hedge, effectively converting the interest charges from variable to a fixed rate of 1.29%. The measurement at fair value at 30 June 2020 of the swap generated a liability of € 1.0 million which is recognized directly as a decrease in equity and stated as an increase of the 'Fair value of hedging derivatives (cash flow hedge)' under current liabilities (see Note 22). The loan agreement includes covenants which, if not met, could lead to a request for immediate repayment of the loan. The financial covenants, measured annually, are the following:
    • the ratio of consolidated net debt to consolidated EBITDA (for a period of twelve consecutive months) must be less than 3.00 to 1.00;
    • the ratio of consolidated operating income to consolidated net interest expense (for a period of twelve consecutive months) must exceed 3.00 to 1.00.

The above conditions were fulfilled during the period.

  1. Privately placed guaranteed senior notes by the Parent in May 2017 for an overall amount of € 125.0 million at 2.07% fixed interest rate with repayment in annual instalments starting on 31 May 2025 through 31 May 2032. The note purchase agreement covering the notes includes covenants which, if not met, could lead to a request for immediate repayment of the loan. The financial covenants, measured quarterly, are the following:
    • the ratio of consolidated net debt to consolidated EBITDA (for a period of twelve consecutive months) must be less than 3.00 to 1.00;

36

  • the ratio of consolidated operating income to consolidated net interest expense (for a period of twelve

consecutive months) must exceed 3.00 to 1.00. The above conditions were fulfilled during the period.

  1. A loan agreement with Banca Nazionale del Lavoro undersigned by the Parent company in December 2016 for an amount of € 25.0 million. The main terms and conditions provide for variable interest rate fixed at the six months Euribor plus a spread of 40 basis points and a duration of 4 years with semi‐annual repayments of principal from March 2019 through March 2021 (the Parent has benefited from the postponement of the reimbursement date originally fixed for September 2020 thanks to the bank's initiative aimed at alleviating financial pressure on enterprises generated by the COVID‐19 epidemiological emergency). The debt outstanding at 30 June 2020 is of € 12.5 million. Following the postponement of the installment, the interest rate swap, qualifying as a cash flow hedge, effectively converting the interest charges from variable to a fixed rate of 0.41% was extinguished with non significant charges. The loan agreement includes covenants which, if not met, could lead to a request for immediate repayment of the loan. The financial covenants, measured semi‐annually, are the following:
    • the ratio of consolidated net debt to consolidated EBITDA (for a period of twelve consecutive months) must be less than 3.00 to 1.00;
    • the ratio of consolidated operating income to consolidated net interest expense (for a period of twelve consecutive months) must exceed 3.00 to 1.00.

The above conditions are fulfilled.

  1. A loan agreement with Intesa Sanpaolo undersigned by the Parent company in December 2016 for an amount of € 25.0 million. The main terms and conditions provide for variable interest rate fixed at the six months Euribor plus a spread of 60 basis points and a duration of 5 years with semi‐annual repayments of principal from June 2019 through December 2021. The debt outstanding at 30 June 2020 is of € 12.5 million. The loan is entirely covered with an interest rate swap, qualifying as a cash flow hedge, effectively converting the interest charges from variable to a fixed rate of 0.68%. The measurement at fair value at 30 June 2020 of the swap generated a liability of € 0.1 million which is recognized directly as a decrease in equity and stated as an increase of the 'Fair value of hedging derivatives (cash flow hedge)' under current liabilities (see Note 22). The loan agreement includes covenants which, if not met, could lead to a request for immediate repayment of the loan. The financial covenants, measured annually, are:
    • the ratio of consolidated net debt to EBITDA (for a period of twelve consecutive months) must be less than 3.00 to 1.00;
    • the ratio of consolidated operating income to consolidated net interest expense (for a period of twelve consecutive months) must exceed 3.00 to 1.00.

The above conditions are fulfilled.

  1. A loan agreement with IFC‐World Bank undersigned by the subsidiary Recordati Ilaç on 16 October 2014 for an amount of 71.6 million Turkish lira to finance the construction of a new production plant. Main terms are: variable interest rate equivalent to the 3 months' Trlibor plus a spread of 162 basis points, 8‐year duration and reimbursement of principal at the end of every three months starting November 2016 through August 2022. The value in euros of the outstanding loan at 30 June 2020 is of € 3.4 million, resulting in a reduction of the liability by € 1.4 million as compared to that at 31 December 2019, of which € 0.6 million was due to the devaluation of the Turkish lira at the date of consolidation. The loan agreement includes covenants which, if not met, could lead to a request for immediate repayment of the loan. The financial covenants, measured quarterly, are:
    • the ratio of consolidated net debt to consolidated shareholders' equity must be less than 0.80;
    • the ratio of consolidated net debt to consolidated EBITDA (for a period of twelve consecutive months) must be less than 3.00 to 1.00;

37

  • the ratio of consolidated operating income to consolidated net interest expense (for a period of twelve

consecutive months) must exceed 3.00 to 1.00. The above conditions were fulfilled.

  1. Privately placed guaranteed senior notes by the Parent company on 30 September 2014 for an amount of $ 75 million in two tranches: $ 50 million at a fixed interest rate of 4,28% to be reimbursed bi‐annually as from 30 March 2022 through 30 September 2026, and $ 25 million at a fixed interest rate of 4.51% to be reimbursed bi‐annually as from 30 March 2023 through 30 September 2029. The conversion of the loan into euros at 30 June 2020 resulted in an increase of the liability by € 0.2 million as compared to that at 31 December 2019 due to the revaluation of the U.S. dollar. The loan was simultaneously covered with two currency rate swaps transforming the overall debt to € 56.0 million, of which € 37.3 million at a fixed interest rate of 2.895% on the 12‐year tranche and € 18.7 million at a fixed interest rate of 3.15% on the 15‐year tranche. At 30 June 2020 the measurement at fair value of the hedging instruments generated an overall positive amount of € 13.9 million recognized directly to equity and stated as an increase of the 'Fair value of hedging derivatives (cash flow hedge)' under current assets (see Note 14).
    The note purchase agreement covering the senior guaranteed notes issued by Recordati S.p.A. includes covenants which, if not met, could lead to a request for immediate repayment of the loan. The financial covenants, measured quarterly, are the following:
    • the ratio of consolidated net debt to consolidated EBITDA (for a period of twelve consecutive months) must be less than 3.00 to 1.00;
    • the ratio of consolidated operating income to consolidated net interest expense (for a period of twelve consecutive months) must exceed 3.00 to 1.00.

The above conditions were fulfilled during the period.

  1. A loan agreement with Centrobanca undersigned by the Parent company on 30 November 2010 to fund a three‐year research and investment program. The loan, for which Centrobanca received funding from the European Investment Bank, amounts to € 75.0 million of which € 30.0 million were cashed in during 2010 and € 45.0 million in the first quarter of 2011. The main terms and conditions provide for a variable interest rate and a duration of 12 years with semi‐annual repayments of principal from June 2012 through December 2022. At 30 June 2020 the outstanding amount of the loan is € 17.0 million. During the month of June 2012 interest on the whole loan was covered with an interest rate swap qualifying as a cash flow hedge. The current interest rate on the loan is 2.875%. The measurement at fair value of the hedging instrument at 30 June 2020 generated a liability of € 0.5 million which is recognized directly as a decrease in equity and stated as an increase of the 'Fair value of hedging derivatives (cash flow hedge)' under current liabilities (see Note 22). The loan agreement includes covenants which, if not met, could lead to a request for immediate repayment of the loan. The financial covenants, measured semi‐annually, are the following:
    • the ratio of consolidated net debt to consolidated net equity must be less than 0.75;
    • the ratio of consolidated net debt to consolidated EBITDA (for a period of twelve consecutive months) must be less than 3.00 to 1.00;
    • the ratio of consolidated EBITDA to consolidated net interest expense (for a period of twelve consecutive

months) must exceed 3.00 to 1.00.

The above conditions were fulfilled during the period.

18. STAFF LEAVING INDEMNITIES

The staff leaving indemnity fund at 30 June 2020 is of € 20.4 million and is measured as prescribed by IAS 19.

38

  1. DEFERRED TAX LIABILITIES
    Deferred tax liabilities at 30 June 2020 are € 42.0 million, a decrease of € 1.1 million as compared to those at 31 December 2019.
  2. OTHER NON‐CURRENT LIABILITIES
    Other non‐current liabilities at 30 June 2020 are € 21.1 million. They include € 17.8 million relative to future milestones due to Novartis AG upon the launch of Isturisa® in selected European markets and € 3.3 million relative to the debt for the acquisition of a further 10% of the share capital of Opalia Pharma which, in line with the put and call options in the purchase agreement, is expected to be settled not before the next 12 months. The fair value of such purchase option is measured at level 2 as the valuation model considers the present value of expected payments.
  3. CURRENT LIABILITIES
    Trade payables, which include the accrual for invoices to be received, are € 155.6 million.
    Other payables are € 99.5 million, a decrease of € 86.2 million compared to those at 31 December 2019, and relate mainly to:
    • € 17.8 million due to Novartis AG, equivalent to $ 20.0 million upon launch of Isturisa® (osilodrostat) in selected European countries;
    • € 39.3 million due to employees and social security institutions;
    • € 7.3 million to be paid to U.S. health insurance institutions by Recordati Rare Diseases Inc.;
    • € 12.4 million to be paid to the "Krankenkassen" (German health insurance) by Recordati Pharma GmbH;
    • € 2.0 million to be paid to the Italian health authorities resulting from the 1.83% claw‐back applicable on the price to the public before VAT of pharmaceutical products reimbursed by the National Health Service.

The reduction compared to 31 December 2019 is mainly attributable to the payment of $ 20.0 million upon the approval, in January 2020, of Isturisa® in Europe and $ 60 million upon approval, in March 2020, of the product in the U.S.A..

Tax payables are € 33.6 million, an increase of € 12.5 million compared to those at 31 December 2019.

Other current liabilities are € 10.9 million, a reduction of € 1.6 million as compared to those at 31 December 2019. An amount of € 9.6 million is attributable to the effect of the application of IFRS 15. This liability is released to the profit and loss in variable quotas as revenue recognition conditions are met.

Provisions are € 16.7 million, a reduction of € 1.2 million compared to those at 31 December 2019.

22. FAIR VALUE OF HEDGING DERIVATIVES (CASH FLOW HEDGE)

The measurement at fair value of the interest rate swaps covering the cash flows related to loans gave rise to a net € 6.0 million liability at 30 June 2020 recognized under current liabilities as 'Fair value of hedging derivatives (cash flow hedge)'. This amount represents the unrealized opportunity of paying the current expected future rates instead of the rates agreed. The amount refers to the interest rate swaps to cover the interest rate risk associated with the loans granted by Mediobanca (€ 3.0 million), Intesa Sanpaolo (€ 1.4 million), UBI Banca (€ 0.7 million), Centrobanca (€ 0.5 million) and UniCredit (€ 0.4 million).

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In October 2019 Recordati S.p.A. stipulated forward exchange contracts to cover the intercompany loan granted to Recordati AG for an amount of 228.9 million Swiss francs. The fair value of the derivative at 30 June 2020 on the residual loan of 213.5 million Swiss francs was negative by € 6.4 million, which were booked to profit and loss compensating the exchange gains determined by the valuation of the underlying loan at current exchange rates.

During the first half 2020 hedging derivatives to cover foreign currency positions were put in place. Their fair value at 30 June 2020 was negative by € 0.8 million, which were booked to profit and loss compensating the exchange gains determined by the valuation of the underlying loan at current exchange rates.

The fair value of such hedging derivatives is measured at level 2. The fair value is calculated as the present value of the estimated future cash flows. Estimates of future floating‐rate cash flows are based on quoted swap rates futures prices and interbank borrowing rates. Estimated cash flows are discounted using a yield curve constructed from similar sources and which reflects the relevant benchmark interbank rate used by market participants for these purpose when pricing interest rate swaps.

  1. BANK OVERDRAFTS AND SHORT‐TERM LOANS
    Bank overdrafts and short‐term loans are € 6.5 million at 30 June 2020 and are comprised mainly of temporary use of lines of credit, current account overdrafts and interest accrued on existing loans.
  2. OPERATING SEGMENTS
    The financial information reported by line of business, in compliance with IFRS 8 - Operating segments, is prepared using the same accounting principles and reporting standards used for the preparation and disclosure of the Group consolidated financial statements. Following the acquisition of Orphan Europe two main business segments can be identified, the specialty and primary care segment and the rare diseases segment.

The following tables show financial information for these two business segments as at 30 June 2020 and includes comparative data.

€ (thousands)

Specialty &

Rare diseases

Non‐allocated

Consolidated

primary care

segment

accounts

segment*

First half 2020

Net revenue

607,456

152,736

760,192

Expenses

(411,933)

(88,749)

(498,682)

Operating income

195,523

65,987

261,510

First half 2019

Net revenue

627,607

115,646

743,253

Expenses

(438,778)

(61,916)

(500,694)

Operating income

188,829

53,730

242,559

* Includes the pharmaceutical chemicals operations

40

Specialty &

Rare diseases

Non‐allocated

Consolidated

€ (thousands)

primary care

segment

**

accounts

segment*

30 June 2020

Non‐current assets

1,180,231

758,113

31,153

1,969,497

Inventories

220,363

35,082

255,445

Trade receivables

217,763

68,104

285.867

Other current assets

59,407

7,590

13,920

80.917

Short‐term investments, cash and

cash equivalents

218,392

218.392

Total assets

1,677,764

868,889

263,465

2.810.118

Non‐current liabilities

62,277

21,274

971,603

1.055.154

Current liabilities

224,350

92,312

196,297

512,959

Total liabilities

286,627

113,586

1,167,900

1,568,113

Net capital employed

1,391,137

755,303

31 December 2019

Non‐current assets

1,213,146

747,868

38.566

1,999,580

Inventories

200,848

26,037

226,885

Trade receivables

234,788

62,173

296,961

Other current assets

76,352

11,280

9,949

97,581

Short‐term investments, cash and

cash equivalents

187,923

187,923

Total assets

1,725,134

847,358

236,438

2,808,930

Non‐current liabilities

63,441

22,581

937,343

1,023,365

Current liabilities

265,343

147,414

173,997

586,754

Total liabilities

328,784

169,995

1,111,340

1,610,119

Net capital employed

1,396,350

677,363

* Includes the pharmaceutical chemicals operations.

  • Non‐allocated amounts include: other equity investments, short‐term investments, cash and cash equivalents, loans, hedging instruments, bank overdrafts and short‐term loans.

The pharmaceutical chemicals operations are considered part of the specialty and primary care segment as they are prevalently dedicated to the production of active ingredients for this business, both from a strategic and organizational point of view.

  1. LITIGATION AND CONTINGENT LIABILITIES
    The parent company and some subsidiaries are party to certain minor legal actions, the outcomes of which are not expected to result in any significant liability. Some license agreements provide for future milestones which to date are not deemed probable and therefore merely potential. Among these the only ones for a potentially material amount are for a total of around € 25 million.
  2. RELATED PARTY TRANSACTIONS
    The Group's direct controlling company is FIMEI S.p.A., headquartered in Milan, via Vecchio Politecnico 9, Italy which since 2018 is owned by a consortium of investors controlled by CVC Capital Partners.

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Tax credits shown in the consolidated balance sheet at 30 June 2020 include those receivable from the direct controlling company FIMEI S.p.A. for an amount of € 21.1 million. This amount refers to tax liabilities computed by the parent Recordati S.p.A. based on estimated taxable income and transferred to the direct controlling company consequent to the participation in a tax consolidation grouping under tax laws in Italy. The amount includes the effect of the so‐called "patent box" for the part related to corporate tax both for the 2015‐2019 period following the agreement with the Italian tax authorities in December 2019, as well as for the first half 2020.

Except for the above, to our knowledge, no transactions or contracts have been entered into with related parties that can be considered significant, in value or conditions, or which could in any way materially affect the accounts.

27. SUBSEQUENT EVENTS

At the date of preparation of the financial statements no significant events occurred subsequent to the closing of the period that would require changes to the values of assets, liabilities or the profit and loss.

Italy and all the main countries in which the Group operates continue to be impacted by restrictions to the circulation of people and provisions to support companies' economic activities have been introduced following the epidemiologic emergency due to the COVID‐19 virus, declared a pandemic by the OMS in March. To face the emergency, in Italy, and subsequently also in other countries the Group has implemented all possible measures and initiatives to guarantee the supply of medicines to its patients and the safety of its employees. The first half results show that the impact on the Group's consolidated revenues is more than offset by the positive contribution from new products and the containment of operating expenses resulting from reduced activities, with operating and net income remaining in line with expectations.

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28. SUBSIDIARIES INCLUDED IN THE CONSOLIDATED ACCOUNTS AT 30 JUNE 2020

Consolidated Companies

RECORDATI S.P.A.

Development, production, marketing and sales of pharmaceuticals and pharmaceutical chemicals

Consolidation

Head Office

Share Capital

Currency

Method

Italy

26,140,644.50

EUR

Line‐by‐line

INNOVA PHARMA S.P.A.

Italy

1,920,000.00

EUR

Line‐by‐line

Marketing and sales of pharmaceuticals

CASEN RECORDATI S.L.

Spain

238,966,000.00

EUR

Line‐by‐line

Development, production, marketing and sales of pharmaceuticals

BOUCHARA RECORDATI S.A.S.

France

4,600,000.00

EUR

Line‐by‐line

Development, production, marketing and sales of pharmaceuticals

RECORDATI RARE DISEASES COMERCIO DE MEDICAMENTOS LTDA

Brazil

166.00

BRL

Line‐by‐line

Holds pharmaceutical marketing rights in Brazil

RECORDATI RARE DISEASES INC.

U.S.A.

11,979,138.00

USD

Line‐by‐line

Development, production, marketing and sales of pharmaceuticals

RECORDATI IRELAND LTD

Ireland

200,000.00

EUR

Line‐by‐line

Development, production, marketing and sales of pharmaceuticals

LABORATOIRES BOUCHARA RECORDATI S.A.S.

France

14,000,000.00

EUR

Line‐by‐line

Development, production, marketing and sales of pharmaceuticals

RECORDATI PHARMA GmbH

Germany

600,000.00

EUR

Line‐by‐line

Marketing and sales of pharmaceuticals

RECORDATI PHARMACEUTICALS LTD

United Kingdom

15,000,000.00

GBP

Line‐by‐line

Marketing and sales of pharmaceuticals

RECORDATI HELLAS PHARMACEUTICALS S.A.

Greece

10,050,000.00

EUR

Line‐by‐line

Marketing and sales of pharmaceuticals

JABA RECORDATI S.A.

Portugal

2,000,000.00

EUR

Line‐by‐line

Marketing and sales of pharmaceuticals

JABAFARMA PRODUTOS FARMACÊUTICOS S.A.

Portugal

50,000.00

EUR

Line‐by‐line

Marketing of pharmaceuticals

BONAFARMA PRODUTOS FARMACÊUTICOS S.A.

Portugal

50,000.00

EUR

Line‐by‐line

Marketing of pharmaceuticals

RECORDATI ORPHAN DRUGS S.A.S.

France

57,000,000.00

EUR

Line‐by‐line

Holding company

RECORDATI RARE DISEASES MIDDLE EAST FZ LLC

United Arab

100,000.00

AED

Line‐by‐line

Marketing and sales of pharmaceuticals

Emirates

RECORDATI AB

Sweden

100,000.00

SEK

Line‐by‐line

Marketing and sales of pharmaceuticals

RECORDATI RARE DISEASES S.à r.l.

France

320,000.00

EUR

Line‐by‐line

Development, production, marketing and sales of pharmaceuticals

RECORDATI RARE DISEASES UK Limited

United Kingdom

50,000.00

GBP

Line‐by‐line

Marketing and sales of pharmaceuticals

RECORDATI RARE DISEASES GERMANY GmbH

Germany

25,600.00

EUR

Line‐by‐line

Marketing and sales of pharmaceuticals

RECORDATI RARE DISEASES SPAIN S.L.

Spain

1,775,065.49

EUR

Line‐by‐line

Marketing and sales of pharmaceuticals

RECORDATI RARE DISEASES ITALY S.R.L.

Italy

40,000.00

EUR

Line‐by‐line

Marketing and sales of pharmaceuticals

RECORDATI BVBA

Belgium

18,600.00

EUR

Line‐by‐line

Marketing and sales of pharmaceuticals

FIC MEDICAL S.à r.l.

France

173,700.00

EUR

Line‐by‐line

Marketing of pharmaceuticals

HERBACOS RECORDATI s.r.o.

Czech Republic

25,600,000.00

CZK

Line‐by‐line

Development, production, marketing and sales of pharmaceuticals

RECORDATI SK s.r.o.

Slovakia

33,193.92

EUR

Line‐by‐line

Marketing and sales of pharmaceuticals

43

Consolidated Companies

Head Office

Share Capital

Currency

Consolidation

Method

RUSFIC LLC

Russian Federation

3,560,000.00

RUB

Line‐by‐line

Marketing and sales of pharmaceuticals

RECOFARMA ILAÇ Ve Hammaddeleri Sanayi Ve Ticaret L.Ş.

Turkey

10,000.00

TRY

Line‐by‐line

Marketing of pharmaceuticals

RECORDATI ROMÂNIA S.R.L.

Romania

5,000,000.00

RON

Line‐by‐line

Marketing and sales of pharmaceuticals

RECORDATI İLAÇ Sanayi Ve Ticaret A.Ş.

Turkey

180,000,000.00

TRY

Line‐by‐line

Development, production, marketing and sales of pharmaceuticals

RECORDATI POLSKA Sp. z o.o.

Poland

4,500,000.00

PLN

Line‐by‐line

Marketing and sales of pharmaceuticals

ACCENT LLC

Russian Federation

20,000.00

RUB

Line‐by‐line

Holds pharmaceutical marketing rights

RECORDATI UKRAINE LLC

Ukraine

1,031,896.30

UAH

Line‐by‐line

Marketing of pharmaceuticals

CASEN RECORDATI PORTUGAL Unipessoal Lda

Portugal

100,000.00

EUR

Line‐by‐line

Marketing and sales of pharmaceuticals

OPALIA PHARMA S.A.

Tunisia

9,656,000.00

TND

Line‐by‐line

Development, production, marketing and sales of pharmaceuticals

OPALIA RECORDATI S.à r.l.

Tunisia

20,000.00

TND

Line‐by‐line

Marketing of pharmaceuticals

RECORDATI RARE DISEASES S.A. DE C.V.

Mexico

16,250,000.00

MXN

Line‐by‐line

Marketing of pharmaceuticals

RECORDATI RARE DISEASES COLOMBIA S.A.S

Colombia

150,000,000.00

COP

Line‐by‐line

Marketing of pharmaceuticals

ITALCHIMICI S.p.A.

Italy

7,646,000.00

EUR

Line‐by‐line

Marketing of pharmaceuticals

RECORDATI AG

Switzerland

15,000,000.00

CHF

Line‐by‐line

Marketing of pharmaceuticals

PRO FARMA GmbH

Austria

35,000.00

EUR

Line‐by‐line

Marketing of pharmaceuticals

RECORDATI RARE DISEASES CANADA Inc.

Canada

350,000.00

CAD

Line‐by‐line

Marketing of pharmaceuticals

RECORDATI RARE DISEASES JAPAN K.K.

Japan

10,000,000.00

JPY

Line‐by‐line

Marketing of pharmaceuticals

NATURAL POINT S.r.l.

Italy

10,400.00

EUR

Line‐by‐line

Marketing of pharmaceuticals

RECORDATI RARE DISEASES AUSTRALIA Pty Ltd

Australia

200,000.00

AUD

Line‐by‐line

Marketing of pharmaceuticals

TONIPHARM S.a.s.

France

257,700.00

EUR

Line‐by‐line

Marketing of pharmaceuticals

RECORDATI BULGARIA Ltd (1)

Bulgaria

50,000.00

BGN

Line‐by‐line

Marketing of pharmaceuticals

(1) Established in 2019

44

PERCENTAGE OF OWNERSHIP

Consolidated companies

Recordati

Recordati

Bouchara

Casen

Recordati

Recordati

Herbacos

Recordati

Opalia

Recordati

Total

S.p.A.

Pharma

Recordati

Recordati

Orphan

Rare

Recordati

Ilaç A.Ş.

Pharma

AG

(Parent)

GmbH

S.A.S.

S.L.

Drugs

Diseases

s.r.o.

S.A.

S.A.S.

S.à r.l.

INNOVA PHARMA S.P.A.

100.00

100.00

CASEN RECORDATI S.L.

100.00

100.00

BOUCHARA RECORDATI S.A.S.

100.00

100.00

RECORDATI RARE DISEASES

100.00

100.00

COMERCIO DE MEDICAMENTOS

LTDA

RECORDATI RARE DISEASES INC.

100.00

100.00

RECORDATI IRELAND LTD

100.00

100.00

LABORATOIRES BOUCHARA

100.00

100.00

RECORDATI S.A.S.

RECORDATI PHARMA GmbH

55.00

45.00

100.00

RECORDATI PHARMACEUTICALS

100.00

100.00

LTD

RECORDATI HELLAS

100.00

100.00

PHARMACEUTICALS S.A.

JABA RECORDATI S.A.

100.00

100.00

JABAFARMA PRODUTOS

100.00

100.00

FARMACÊUTICOS S.A.

BONAFARMA PRODUTOS

100.00

100.00

FARMACÊUTICOS S.A.

RECORDATI ORPHAN DRUGS

90.00

10.00

100.00

S.A.S.

RECORDATI RARE DISEASES

100.00

100.00

MIDDLE EAST FZ LLC

RECORDATI AB

100.00

100.00

RECORDATI RARE DISEASES

100.00

100.00

S.à r.l.

RECORDATI RARE DISEASES UK

100.00

100.00

LIMITED

RECORDATI RARE DISEASES

100.00

100.00

GERMANY GmbH

RECORDATI RARE DISEASES

100.00

100.00

SPAIN S.L.

RECORDATI RARE DISEASES

99.00

99.00

ITALY S.R.L.

RECORDATI BVBA

99.46

0.54

100.00

FIC MEDICAL S.à r.l.

100.00

100.00

HERBACOS RECORDATI s.r.o.

100.00

100.00

RECORDATI SK s.r.o.

100.00

100.00

45

PERCENTAGE OF OWNERSHIP

Consolidated companies

Recordati

Recordati

Bouchara

Casen

Recordati

Recordati

Herbacos

Recordati

Opalia

Recordati

Total

S.p.A.

Pharma

Recordati

Recordati

Orphan

Rare

Recordati

Ilaç A.Ş.

Pharma

AG

(Parent)

GmbH

S.A.S.

S.L.

Drugs

Diseases

s.r.o.

S.A.

S.A.S.

S.à r.l.

RUSFIC LLC

100.00

100.00

RECOFARMA ILAÇ Ve

Hammaddeleri Sanayi Ve

100.00

100.00

Ticaret L.Ş.

RECORDATI ROMÂNIA S.R.L.

100.00

100.00

RECORDATI İLAÇ Sanayi Ve

100.00

100.00

Ticaret A.Ş.

RECORDATI POLSKA

100.00

100.00

Sp. z o.o

ACCENT LLC

100.00

100.00

RECORDATI UKRAINE LLC

0.01

99.99

100.00

CASEN RECORDATI PORTUGAL

100.00

100.00

Unipessoal Lda

OPALIA PHARMA S.A.

90.00

90.00

OPALIA RECORDATI

1.00

99.00

100.00

S.à r.l..

RECORDATI RARE DISEASES S.A.

99.998

0.002

100.00

DE C.V.

RECORDATI RARE DISEASES

100.00

100.00

COLOMBIA S.A.S.

ITALCHIMICI S.p.A.

100.00

100.00

RECORDATI AG

100.00

100.00

PRO FARMA GmbH

100.00

100.00

RECORDATI RARE DISEASES

100.00

100.00

CANADA Inc.

RECORDATI RARE DISEASES

100.00

100.00

JAPAN K.K.

NATURAL POINT S.r.l.

100.00

100.00

RECORDATI RARE DISEASES

100.00

100.00

AUSTRALIA Pty Ltd

TONIPHARM S.a.s.

100.00

100.00

RECORDATI BULGARIA Ltd (1)

100.00

100.00

(1) Established in 2019

46

RECORDATI S.p.A. AND SUBSIDIARIES

ATTESTATION IN RESPECT OF THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS UNDER ARTICLE 154‐BIS OF LEGISLATIVE DECREE 58/98

1. The undersigned, Andrea Recordati, in his capacity as Vice Chairman and Chief Executive Officer of the Company, and Fritz Squindo, as the Manager responsible for the preparation of the Company's financial statements, pursuant to the provisions or Article 154‐bis, clauses 3 and 4, of Legislative Decree no. 58 of 1998, hereby attest to:

  • the adequacy with respect to the Company structure,
  • and the effective application,

of the administrative and accounting procedures applied in the preparation of the Company's half year consolidated condensed financial statements at 30 June 2020.

2. The undersigned moreover attest that:

2.1. the condensed consolidated financial statements at 30 June 2020:

  • have been prepared in accordance with the International Financial Reporting Standards, as endorsed by the European Union through Regulation (EC) 1606/2002 of the European Parliament and Counsel, dated 19 July 2002;
  • correspond to the amounts shown in the Company's accounts, books and records; and
  • provide a fair and correct representation of the financial conditions, results of operations and cash flows of the Company and its consolidated subsidiaries.

2.2. The related interim management report includes a reliable analysis of the significant events affecting the Company during the first six months of the current fiscal year, and the impact of such events on the Company's consolidated condensed financial statements as well as a description of the main risks and uncertainties for the second half of the year in addition to a reliable analysis of the information on the significant related party transactions.

Milan, 30 July 2020

Signed by

Signed by

Andrea Recordati

Luigi La Corte

Chief Executive Officer

Manager responsible for preparing

the company's financial reports

47

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Recordati S.p.A. published this content on 30 July 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 July 2020 13:25:16 UTC