Salcef S p A : FY 2020 Financial Results

A global player in the railway industry

FY 2020 Financial Results

March 24th 2021

Disclaimer

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This Presentation may contain forward-looking statements about the Company, and/or the group headed by Salcef (the "Group"), based on current expectations and opinions developed by the Company, as well as based on current plans, estimates, projections and projects of the Group. Forward looking statements include (but are not limited to) statements identified generally by the use of terminology such as "may", "will", "should", "plan", "expect", "anticipate", "estimate", "believe", "intend", "project", "goal", "aim", "foresee", or "target" or the negative of these words or other variations on these words or comparable terminology. By their nature, forward-looking statements are based upon various assumptions, expectations, projections, provisional data, many of which are based, in turn, upon further assumptions, including, without limitation, examination of historical operating trends and other data available from third parties. Projections, estimates and targets presented herein are based on information available to Salcef as at the date of this Presentation. Because these forward-looking statements are subject to risks and uncertainties, actual future results or performance may differ materially from those expressed in or implied by these statements due to any number of different factors, many of which are beyond the ability of the Company and/or the Group to control or estimate. You are cautioned not to place undue reliance on the forward-looking statements or other information contained in this Presentation. The information contained herein has a merely informative and provisional nature and does not constitute investment, legal, accounting, regulatory, taxation or other advice. This Presentation speaks as of the date hereof and the information contained herein is provided as at the date of this Presentation and, except to the extent required by applicable law, Salcef nor any other person is under any obligation to update and keep current this Presentation, nor the information contained in this Presentation or any other written, electronic or oral information provided in connection with this Presentation. The information contained herein may be subject to updating, completion, revision and amendment and may change materially without notice. Any reference to past performance or trends or activities of Salcef or the Group shall not be taken as a representation or indication that such performance, trends or activities will continue in the future.

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Table of Content

01

Salcef Group Overview

05

Sustainability

02

Operative Business Units

06

Railway Industrial Market

03

FY 2020 Financial Results

04

Development

07

Listing Process and Securities

01

Salcef Group Overview

HOLDING

COMPANIES

BRANCHES

• • Listed MTA Market from 22.12.2020

• • 72,4% controlled by Finhold S.r.l. - 27,6% Floating and Promoters

• • B of D : 9 members, of which 3 indipendent

• • Audit: KPMG

• • Head Count: about 1.300 of which 85 External StaffCoordination and control

SALCEF S.p.A.

100%

100%

EURO FERROVIARIA S.r.l.

96,06%

Consorzio Stabile Itaca

S.c.a.r.l.

100%

COGET IMPIANTI S.p.A.

100%

ROMANIA SWITZERLAND

• ✓ 14 Operative Companies

• ✓ 9 Operative foreign Branches

• ✓ 6 Operative Business Units

ROMANIA

POLAND SAUDI ARABIA

Salcef Group Highlights 2020

Revenues: €340,3M - EBITDA: €78,9M - Dividend proposed : €0,42 per share

Corporate Social Responsability Report: ahead of schedule, in 2020 Salcef Group prepared its first sustainability report, confirming the purpose, to create value for clients, for society and for the community, while respecting the environment.

Acquisition of the 90% of Delta Railroad Construction inc., USA company active in the largest railway market since 1957 with the objective of development of Salcef Group business model and confirmed Salcef Group growing by using M&A activities.

Listing on MTA Market from 22.12.2020, after the first step did in 2019 with the admission to the AIM list.

Resilience to COVID 19 impact - In May and June 2020 the production has fully resumed, confirmed by an increase in full production FY2020

Strategic Business

Unit

Railway Industry

Operative Business

Units

Track & Light Civil Works

Energy, Signalling & Telecommunication

Heavy Civil

WorksRailway MaterialsRailway MachinesEngineering

Revenues FY 2020

(% Group)

70,9%

12,9%

5,6%

7,5%

3,1%

0%*

* 100% Intercompany

• • Italy

  Operative Geographic

  Area

• • Western Europe

• • Eastern Europe

• • Middle East

• • North Africa

• • North America

• • Italy

• • Western Europe

• • Italy

• • Western Europe

• • Italy

• • Italy

• • Western Europe

• • Eastern Europe

• • Middle East

• • North America

• • Italy

• • Middle East

02

Operative Business Units

Track Maintenance

Extraordinary MaintenanceOrdinary Maintenance

Track ConstructionLight Civil Works

Revenues FY 2020 (€M)

** On the consolidated revenues

241,4

70,9% **

Nat

Int

41,2 17,1%

Strenghts

• • High barriers to entry

• • Huge equipment investments

  (Salcef fleet substitution value over than €400M)

• • Manpower specialization

• • Clients' PQ and certifications

• • Highly demanding working conditions

• • Around 700 employees involved

Energy, Signalling & Telecommunication

Activities

Strenghts

• • Railway catenary, signalling, substations,

  • • High barriers to entrytelecommunication construction, ordinary •

  & extraordinary maintenance (renewal activities)

• • Construction and maintenance of infrastructure for high and medium voltage electricity transmission (aerial and underground)

Clients' PQ and certifications

• • Highly demanding working conditions

• • Huge Italian and European investment plan (Terna 2019-2023 plan with € 6,2 Bn investments + 20%)

Revenues FY 2020 (€M)

** On the consolidated revenues

43,8

12,9%**

Railway Materials

Activities

Strenghts

• • Manufacturing of prestressed concrete •

  railway sleepers

• • Manufacturing of slab-track systems for unballasted tracks (metro, tramway and railway)

• • Manufacturing of concrete segments for tunnels (metro lines)

Clients' PQ and certifications

• • Vertical Integration with trackworks BU

• • Extensive development possibilities for unballasted solutions

• • Development of new solution and patents

Revenues FY 2020 (€M)

** On the consolidated revenues

25,6

7,5%**

Railway Machines

Activities

Strenghts

• • Design of new railway equipment and construction technologies

• • Maintenance and revamping of railway equipment

• • Construction of new railway wagons and equipment

• • Renting of equipment and tool

• • Clients' PQ and certifications

• • Vertical integration with trackworks and energy BUs

• • Market with high margin and few competitors

• • Development of new solutions and patents

Revenues FY 2020 (€M)

** On the consolidated revenues

10,5

3,1%**

Heavy Civil Works

Activities

Strenghts

• • Multidisciplinary railway construction projects (civil and technological works)

• • Doubling of existing railway line

• • Construction of railway stations and buildings

• • Bridges, viaducts and tunnels

• • Environmental mitigation works

• • Vertical integration with other Salcef Group BUs

• • Salcef Group competitiveness, and all the qualifications for general and specialized works

Revenues FY 2020 (€M)

** On the consolidated revenues

19,0

5,6%**

Most of the Revenues are referred to small projects in Germany for the renewal of railway bridges

Engineering

Activities

Strenghts

• • Design of new railway equipment and construction technologies

• • Maintenance and revamping of railway equipment

• • Construction of new railway wagons and equipment

• • Renting of equipment and tool

• • Clients' PQ and certifications

• • Vertical integration with trackworks and energy BUs

• • Market with high margin and few competitors

• • Development of new solutions and patents

Revenues FY 2020 (€M)

** On the consolidated revenues - 100% Intercompany

1,5

0%**

Salcef Group FY 2020

Production Analysis

€x1.000

Operative B.U. Revenues

FY 2020

%FY 2019

Inc. %

Track and Light Civil Works

241.365,1

70,9%

214.936,0

73,7%

Energy, Signalling & Telecommunication Heavy Civil Works

43.814,4

12,9%

30.385,0

10,4%

18.984,8

5,6%

11.836,0

4,1%

Railway Machines Railway Materials Total

10.545,6

3,1%

4.166,0

1,4%

25.574,7 340.284,7

7,5% 100%

30.302,0 291.625,0

10,4% 100%

€x1.000

Δ (€) Δ (%)
26,4	12,3%
13,4	44,2%
7,1	60,4%
6,4	153,1%
(4,7)	-15,6%
48,7 17%

Δ (€) Δ (%)
14,9	5,8%
25,5	124,2%
10,7	100,0%
(0,4)	-6,1%
(2,0)	-41,2%
48,7 17%

• • Despite Covid19 emergency no relevant impact on the production value on main operative business units:

  • o Track and Light Civil Works: +€26,4M (+12,3%)

  • o Energy, Signalling and Telecommunication: +€13,4M (+44,2%)

• • Heavy Civil Works: +€7,1M (+60,4%) due to the contribution of Salcef Bau GmbH on the Business Unit value.

• • Railway Machines: +€6,4M (+153,1%) mainly due to an increasing of sales during Q4 2020, and a contribution of Delta Railroad Construction

• • Railway Materials: -€4,7M (-15,6%) decreasing of sales during Q4 2020, mainly due to a main contract renewal

Comparing last year results:

• • Increasing of «National» production +€14,9M (5,8%)

• • Europe: +€25,5M (>100%) due to the contribution of

  • o Salcef Bau GmbH

  • o Austrian JV of Coget Impianti S.p.A.

  • o Norwegian production

• • North Africa: decreasing of production value due to the final stage of Egyptian Project

• • North America: + €10,7M (+100%) related to the post-acquisition production (starting 15/09/2020) by Delta Railroad Construction

03

FY 2020 Financial Results

Salcef Group FY 2020

€M

RevenuesEBITDAEBITDA Margin (%)EBITEBIT Margin (%)Net ProfitNet Profit Margin (%)FY_2020 YTD

IFRS

Delta

Contribution after acquisition

FY_2019 YTD

IFRS

Δ (€)

IFRS

Δ (%)

IFRS

IFRS FY 2020 vs IFRS FY 2019

10,89

3,2%

Revenues: compared to FY19, the increase is equal to €48,7M (+16,7%), mainly due to the high performance of 4Q 2020.

1,88

2,4%

EBITDA: compared to FY19, the increase is equal to €12,3M (+18,5%), due to:

• • Increasing of revenues, decreasing of material and service costs related to the internalization of works and major use of manpower on sites

1,22

2,1%

EBIT: compared to FY19, the increase is equal to €9,4M (+19,3%)

Adj NFP:

1,29

3,1%

• • Compared to FY19 decrease is equal to €27,0M (-57,4%), mainly due to:

  • o €3,6M for buyback transaction

  • o €16,9M for dividend distribution [20/05/2020]

  • o €31,6M for acquisition of Delta Railroad Construction [15/09/2020]

€M

FY_2020 YTD

IFRSFY_19 YTD

IFRS

Δ (€)

IFRS

Δ (%)

IFRS

• • Cash Conversion Rate 2020 (1): 0,4

NFP

1,20

6,0%

47,00* Adj

-27,00

(1) CCR= Net Cash Flow adj (2) / EBITDA

(2) Net cash Flow adj: Net cash flow generated by operating activities - Operative CAPEX

PN

19,04

6,9%

*Adj: did not consider negative impact caused by Warrant Fair Value and positive impact of DTA related to revaluation company assets - ** Not including third part minorities

Salcef Group FY 2020

€M

RevenuesEBITDAEBITDA Margin (%)EBITEBIT Margin (%)Net ProfitNet Profit Margin (%)

Salcef Group*

FY_2020 YTD Salcef Group

€M

Financial Results - Proforma Comparing

Delta ProForma FY-2020***

NFPFY_2020 YTD Salcef Group

PN

Salcef Group ProForma FY 2020

FY_2020 YTD

Total

367,1

11%

84,9

10%

-1%

62,8

10%

-1%

45,7

13%

12,5%

+1,8%

FY_2020 YTD

Total

6%

7%

Salcef Group * + 12 months pro forma Delta [IFRS]

• • +11% of Revenues, for a total amount of €367,1M

• • Total EBITDA of €84,9M; small decreasing of EBITDA % (-1% ) compared to Group results (23,2%), with a contribution of €7,9M

• • Decreasing of EBIT Margin -1%

• • Delta Proforma FY2020: the difference between EBIT and Net Profit (-€0,3M) is due to a positive impact related to financial income (+0,9M) of which €0,6M of Net income from Deltas's Join Ventures, and negative impact related to taxes (-1,2M)

• • +13% of Net Profit amount - +1,8% related to the Net profit margin %

  Adj NFP:

• • Increasing of Adj NFP (+6%), related to a positive contribution equal to €1,2M

*Salcef Group not considering post-acquisition Delta impact - **Adj: did not consider negative impact caused by Warrant Fair Value and positive impact of DTA related to revaluation company assets *** Proforma Delta based on 90% of financial datas

19

Salcef Group FY 2020

Net Financial Position

*NFP IFRS (FY 2020 - FY 2019) did not consider negative impact caused by Warrant Fair Value

Specific of financial debt:

• • Duration: approx. 36 months

• • Average of replacement: rolling

• • Structure: Corporate

• • Coverage: the whole Italian banking system

• • Cash/Cash Equivalent: €180,7M**

• • Net Cash/Cash Equivalent; €128,6M

• • NFP FY 2020 Ita GAAP: €34,4M before (IFRS)

• • NFP FY 2020: €20,0m total effect due to:

  • • Impact Lease Accounting Ex IFRS 16

  • • Impact FVTPL Financial Assets Ex IFRS 9

** Before (i) €3,6M for buyback transaction - (ii) €16,9M for dividend distribution [20/05/2020] - (iii) €31,6M for acquisition of Delta Railroad Construction 20

Salcef Group FY 2020 Tax 2020

Tax Structure

Capex fiscal impact FYs 21- 27**

**Calculated on Capex until 31.12.20

* € 17,55M deferred tax asset (revaluation of strategic CAPEX); -€1,83 tax on revaluation of assets (3%)

• • Salcef Group recorded in FY 2020 a positive final tax impact mainly due to DTA on Capex.

• • The effective tax rate without DTA on Capex effect (Base tax fee / EBT adjusted) is equal to 26 %

Salcef Group FY 2020

Backlog

€x1.000

Business Unit

Amount

%

Track and Light Civil Works

430.025,6

71,3%

of which Foreign

121.557,4

20,2%

Energy

Railway Materials

Heavy Civil Works

Railway Machines

139.775,2 8.853,3 16.868,3 7.192,6

23,2% 1,5%

2,8% 1,2%

Total

602.715,0

120,2%

• • Backlog Value: €602,7M of which €438,5M (72,8%) from Italian market and €164,2M (27,2%) from the foreign markets, the highest value of the last 5 years

• • Revenues Coverage: Salcef Group order backlog stands at €602,7M as at the end of FY2020, offering almost 24 month visibility (1,77 x Revenues)

• • Book to Bill Ratio: the ratio (1,0), the higher compared with the end of 2018 and 2019

Salcef Group FY 2020 CAPEX

Group's total investments in 2020 amounted to €32.8M vs €44,8 expected in 2021 (+36,2%)

(1) excluding from the analysis the new perimeter of Delta R.C. occurred with its acquisition.

Ordinary Business: investments that allow the maintenance of existing production capacity, the quality standards required by customers and the achievement of budget objectives. In 2020 represent the 71,0% of Group's total investments. For 2021 growth is expected equal to 10,7% (+€2,5M)

Business upgrade: investments that are aimed at upgrading existing production lines, with new plants, machinery or equipment, allowing for an increase in production capacity. In particular, during 2020 Overail s.r.l. invested, and will continue to invest, in the renovation of hown production plant. The upgrading category represent the 5,0% of Group's total investments. For 2021 growth is expected equal to 381,4% (+€6,3M), mainly do to a construction of a second Vulcano 34M" grinding train.

New business line: investments related to the design and production of new products in order to open new strategic business lines. In 2020, in line with the Group's innovation, the investment in this category was €7.1M, the 24,0% of the entire amount, and for 2021 the expected growth is equal to 39,2% (+3,0M)

New DHS in SRT factory

"Vulcano 34M" grinding train

04

Development

Strategic Highlights

9th acquisition in 20 years [o.w. 5 in last 5 years]

05

Sustainability

ESG Target and Action plan:

• ❑ Sustainable mobility and technological innovation for transport infrastructures

• ❑ Climate transition

• ❑ Sustainable cities and communities

Salcef places itself in a scenario influenced by megatrends, strategies and policies adopted by EU government (EU Green Deal and EU Next Generation) which aims to investments targeting green private and public transport.

In Europe transport and mobility industry represents the second largest spending area, it contributes about 5% of GDP and directly employs about 10 million workers. The EU strategy outlined for the sector is based on 3 main objectives:

By 2030,	Building a
90% reduction of	automated mobility	sustainable, smart
greenhouse gas	will be	and resilient mobility
emissions in	implemented on a	system for future
transport by 2050	large scale	generations

Unit	2018	2019	2020
Governance
Business Conduct and Ethics	Organisational Model 231 - Ethical Code - ISO 37001 Management system
SA 8000 Social Responsibility Management System
Social Performance Team
Economic
Financial Performance	Direct economic value generated	Euro/mil	309	292	340
Direct economic value distributed	Euro/mil	279	264	299
Capital expenditures / innovation & digitalisation	Fleet & equipments - Latest generation / Industry 4.0 - Capex 2018-2020	Euro/mil	50
Environment
ISO 14001 Environmental Management System
Climate change: Energ& & emissions	ISO 50001 Energy Management System
Energy consumptions	GJoule	190,807	188,284	193,206
Business Unit Track & Light Civil Works energy consumption impact	%	83%	79%	80%
Energy intensity index (Energy consumptions / Revenuei)	Gjoule/	508	535	522
GHG Scope1+Scope2 emissions	tCO2e	14,273	13,809	13,826
Emissions intensity index	tCO2e/	38	39	37
Sustainable use of resources & circular economy	Waste diverted from disposal	%	96%	96%	97%
Water withdrawal & consumptions	Water withdrawal	Mega liters	58	43	22
Decrease in water withdrawal (2020 v 2018)	%	63%
Human Resources
Working environment: diversity, equal opportunity, welfare, work-life balance	Employees	Nr	889	997	1.258
New employee hires	Nr	132	246	252
Total net turnover	%	8,0%	9,1%
Employees under 30 years old	%	14,7%	14,5%	16,8%
Female employees	%	3,0%	4,3%	4,9%
Human resources training, skills & professional development	Training hours	Nr	24,739	23,941	29,748
Average training hours by employee	Nr	28	24	24
Occupational Health & Safety	ISO 45001 Occupational Health & Safety Management System
Work-related injuries rate (Nr / worked hours x 1,000,000)	31.83	22.89	24.99
Worl-related injuries severity rate (days out / worked hours x 1,000,000)	1.47	1.13	1.32
Customers, products and services
Prodcuts - services safety & quality	ISO 9001 Quality Management System
In Europe transport and mobilit	y industry represents ISO 39001 Road Safety Management System
ECM Management, regulation, railway safety supervision system
the second largest spending area,	Nr technical qualifications - Certificate it contributes about 5%	Nr	13
of GDP and directly employs abo	ut 10 million workers.
Products - services Environmental and social impact	Integrated policy and Management systems
Supply chain The EU strategy outlined for the sector is based on 3 main
Sustainable & responsible supply chain objectives:	SA 8000 Social Responsibility Management System
Number of suppliers subject to qualification in 2020	763
Local Communities
Local Communities development	Proportion of spending on local suppliers	%	90%

Salcef's Board of Directors approved the first Sustainability Balance Sheet as of 31 December 2020, consolidating a process already started in the implementation of ESG

(Environmental, Social, Governance) principles aiming value creation for its stakeholders, people, communities , territory, with respect of the environment. The Salcef Group's Non-Financial Statement ("DNF") was drawn up pursuant to Legislative Decree 254/2016 and Global Reporting Initiative (GRI) referenced.

Salcef Group Sustainbility industry and SDGs

Salcef, as a signatory member, bases its system of values on the 10 principles of the United Nations Global Compact.

According to a strategic approach consistent with its business model, Salcef's sustainability path provides for a progressive integration of the Sustainable Development Goals (SDGs - Sustainable Development Goals), which is part of the United Nations 2030 Agenda.

Salcef is committed to the construction and strengthening of infrastructures for sustainable mobility, which can allow a better and more efficient use of natural resources, cleaner and more innovative technologies, with less environmental impact.

Sustainable Development Goals for Salcef

Salcef has selected the following SDGs with respect to its strategic guidelines and business model: SDGs 3, 7, 8, 9, 11, 12 and 13.

In particular, SDG 9 (Industry - innovation and infrastructures), SDG 11 (cities is sustainable communities) and SDG 13 (Actions for climate change) fall within the strategic objectives and core business of the Salcef Group.

During 2021 Salcef will undertake an in-depth study of this first survey, which will lead to the association of actions and objectives, integrated with the industrial plan, to the SDGs in a timely manner.

06

Railway Industrial Market

Salcef Group Highlights Regional Market expectation until 2025

Source: World Rail Market Study 2020-2025

Global and European Market

World Railway Market

European Railway Market

Source: World Rail Market Study 2020-2025

Source: 7th report monitoring developments of the rail market under Article 15, Paragraph 4 of Directive 2012/34/EU of the European Parliament and Council

World railway Infrastructure: 1,7M km of urban and interurban tracks.

Western Europe, Nafta, Asia Pacific: together comprising 72% of the global rail track infrastructure.

2017 - 2019: new infrastructure in operation for 23.299 km (+1,4%), primarily in the mainline and VHS track.

Europe: more than € 35Bn invested annually, around 50% for maintenance and renovation.

Germany: the value of the Deutsche Bahn 10-year Business Plan is € 86 Bn with an increase of 54%. Compared to the last BP is "the biggest railway modernization program".

Italian Market - Ferrovie dello Stato

PNRR - Recovery and Resilience Plan 2021 -2026

RFI S.p.A. (100% controlled by FS) Investment Plan 2019 -2023 for € 25 Billion

PNRR Infrastructure and sustainable mobility €31,98M

i ntegrated logistics;

Source: PNRR - Servizio Studi - Dipartimento Bilancio - Doc. XXVII N°18 - January 2021

In the italian Recovery and Resilience Plan the preliminary amount allocated to the railway sector is around €30,4Bn, of which €11,7Bn already financed.

RFI Investment Plan 2019-2023 (part of the FS Plan), foresees investments of over € 25Bn, of which €14.5Bn in maintenance, safety and upgrades.

07

Listing Process and Securities

Listing Information

Listing Highlights

Buyback

• ➢ Total shares at 23.03.2021: 47.280.708 o.w.

  • o 45.552.479 ordinary shares

  • o 1.474.378 performance shares

  • o 253.851 special shares

• ➢ Warrants at 23.03.2021: 11.103.038 o.w.

  • o W1 7.263.284

  • o W2 3.839.754

• ➢ Floating and promoters at 23.03.2021: 27,6%

• ➢ Controlling Shareholder: Finhold S.r.l.

  • o 72,4 % CS

  • o 72,8 % voting rights

• ➢ Buyback planning: started on 28.05.2020

• ➢ Duration: max 18 months

• ➢ Max purchasable shares: 10% of total

• ➢ No. treasury shares at 23.03.2021: 452.091

• ➢ Total cash out: €4,9M

• ➢ % Treasury shares on total at 23.03.2021: 0,97%

No. treasury shares

MONTHLY BUYBACK

Stock Data

• ➢ Market: MTA Italia of Borsa Italiana S.p.A.

• ➢ Ticker on Borsa Italiana: SCF

• ➢ Listing Price at 08.11.2019: €9,60

• ➢ Last Price at 23.03.21: €12,75

• ➢ Market Cap at 23.03.21: €577M

• ➢ Max 12 months: €13,10 (February 2021)

• ➢ Min 12 months: €8,72 (March 2020)

Nov-19

Dec-19

Jan-20

Feb-20

Mar-20

Apr-20

May-20

Jun-20

Jul-20

Aug-20

Sep-20

Oct-20

Nov-20

Dec-20

Jan-21

Feb-21

Mar-21

Source: Thomson Reuters

SCFG.MIFTMIBFTITSC

Coverages: Banca Akros, Intermonte, Mediobanca, Intesa SanPaolo

(ATP) Average Target Price at 03.2021: €13,6

Current Data: 03/2021

FTSTAR

Listing Process and Securities Listed Securities

Salcef Group - Listed Securities

ISIN IT0005388266 ISIN IT0005388183 ISIN IT0005388191

Share	SCF	45.552.479
Warrant 2024	WSCF	7.263.284
Warrant 2023	WSCF23	3.839.754

Warrant 2024 (WSCF): Warrants give right to buy shares at price of € 0,10 each

Conversion Ratio: is variable and based on monthly share price with strike price at € 9,30 and Cap at € 13,00

Maximum converted Ordinary Shares: No. 2.083.110 (at Max Conversion Ratio 0,2868x), with capital increase of € 208.310,99

Warrants expiry on 8th November 2024 (or before, in case of "Accelerated Condition", if the average Monthly Official Price of the Share reaches € 13,00).

Warrant 2023 (WSCF23): Warrants give right to buy shares at price of € 10,50 each Conversion Ratio: is fix at 1x, strike price at € 10,50

Maximum converted Ordinary Shares: No. 3.839.754 (Conversion Ratio 1x), with capital increase of € 40,3M

Warrants expiry on 30th April 2023 (or before, in case of "Accelerated Condition", if the Official Price of the Share reaches € 13,00 for at least 15 days out of 30 consecutive days).

Listing Process and Securities Not Listed Securities

Salcef Group - Not Listed Securities

Special Shares Performance Shares

ISIN IT0005388274 ISIN IT0005388282

253.851 1.474.378

Special Shares: Owned by ISI3 Promoters - Conversion Ratio: in Ordinary Shares 7x

• 1. Conversion: 100.000 Special Shares to be converted in 700.000 Ordinary Shares (No Lock-Up), at Price Threshold of € 13,50, within 60 Months from BC

• 2. Conversion: 153.851 Special Shares to be converted in 1.076.957 Ordinary Shares (No Lock-Up), at Price Threshold of € 11,50, within 15 May 2023, in proportion with the conversion of No. 5 Million Warrant2023 in Ordinary Shares.

Performance Shares: Owned by Finhold, No. 1.474.378 (portion of the initial Equity Value) - Conversion Ratio: in Ordinary Shares 5x

• 1. Conversion: 416.667 Performance Shares to be converted in 2.083.335 Ordinary Shares, at Price Threshold of € 13,00, within 60 Months from BC.

• 2. Conversion: 416.667 Performance Shares to be converted in 2.083.335 Ordinary Shares, at Price Threshold of € 13,50, within 60 Months from BC.

• 3. Conversion: 641.044 Special Shares to be converted in 3.205.220 Ordinary Shares, within 15 May 2023, in proportion with the conversion of No.

  5 Million Warrant2023 in Ordinary Shares.

Contacts

Diego Paniccia

Investor Relator

Tel: [phone]

E-mail:[e-mail]