Tesmec S p A : Annual Financial Report 2023 - Courtesy copy

Investor Relator

Fjorela Puce

Tel: [phone] - Fax: [phone]

email: [e-mail]

Tesmec S.p.A.

Registered Office: Piazza Sant'Ambrogio, 16 - 20123 Milan

Fully paid-up share capital as at 31 December 2023 Euro 15,702,162

Milan Register of Companies no. 1360673

Tax and VAT code: 10227100152

Website: www.tesmec.com

Switchboard: +39.035.4232911

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TABLE OF CONTENTS

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COMPOSITION OF THE CORPORATE BODIES	7
GROUP STRUCTURE	9
HIGHLIGHTS	11
REPORT ON OPERATIONS	13
Letter to Stakeholders (part of the NFS)	14
Guide to the document	16
1 The Tesmec Group	17
1.1 Energy segment	17
1.2 Trencher segment	17
1.3	Rail segment	17
2 Reference context	18
2.1	Strategic and economic/financial framework of the Tesmec Group as
at 31 December 2023	18
2.2 Tesmec on the Stock Exchange Market	20
2.3. Significant events occurred in the period and change in the corporate structure	21
3 Group economic and financial results and performance	22
3.1	Restatement of data relating to the previous year	23
3.2	Alternative performance measures	23
3.3 Management performance of the main subsidiary companies and Joint Ventures	23
3.4	Consolidated income statement	24
3.5 Income Statement by segment	27
3.6	Balance sheet and financial profile	29
3.7 Parent company management performance	31
3.8	Value generated and distributed (part of the NFS)	34
3.9	Grants and contributions from the Public Administration (part of the NFS)	35
4 Sustainability Report - Consolidated Non-financial Statement for 2023 pursuant to Italian
Legislative Decree no. 254/2016	36
Methodology	36
4.1	Profile and activities of the Tesmec Group	39
4.2 Governance	48
4.3	Strategy - commitments - policies	56
4.4	Material topics	63
4.5	Environment	78
4.6 Human Resources	102
4.7	Supply chain	117
4.8	Product quality and safety	119
4.9	Ethics and integrity	122
4.10 GRI Content Index	128
5 Other information	137
5.1	Management and co-ordination activities	137
5.2	Management and co-ordination activities by Tesmec S.p.A	137
5.3 Places where the Company operates	137
5.4	Treasury shares and shares of parent companies	137
5.5	Equity investments held by Directors and Statutory Auditors	137
5.6	Directors and Statutory Auditors	137
5.7	Information on Significant Companies outside the EU	138
5.8	Related party transactions	138
6. Significant events occurred after the reporting year	138
6.1	Business outlook	138
CONSOLIDATED FINANCIAL STATEMENTS OF THE TESMEC GROUP	141
Consolidated statement of financial position	142
Consolidated income statement	144
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Consolidated statement of comprehensive income	145
Statement of consolidated cash flows	146
Statement of changes in consolidated shareholders' equity	147
Explanatory notes	148
Certificate of the Consolidated financial statements pursuant to Article 81-ter of CONSOB
Regulation no. 11971 of 14 May 1999 as amended	203
FINANCIAL STATEMENTS OF TESMEC S.P.A	205
Statement of financial position	206
Income statement	207
Comprehensive income statement	208
Cash flow statement	209
Statement of changes in shareholders' equity	210
Explanatory notes	211
Certificate of the Separate financial statements pursuant to Article 81-ter of CONSOB
Regulation no. 11971 of 14 May 1999 as amended	261
ENCLOSURES	263
NOTICE OF CALL	265
DRAFT RESOLUTION OF ALLOCATION OF PROFIT OR LOSS FOR THE YEAR	271
INDIPENDENT AUDITOR'S REPORT ON THE CONSOLIDATED NON-FINANCIAL STATEMENT.275
INDEPENDENT AUDITOR'S REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS	281
INDEPENDENT AUDITOR'S REPORT ON THE FINANCIAL STATEMENTS	289
REPORT OF THE BOARD OF STATUTORY AUDITORS TO THE SHAREHOLDERS' MEETING	299

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COMPOSITION OF THE CORPORATE BODIES

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Board of Directors

(in office until the date of the Shareholders' Meeting convened to approve the financial statements as at 31 December 2024)

Chairman and Chief Executive Officer	Ambrogio Caccia Dominioni
Vice Chairman	Gianluca Bolelli
Directors	Caterina Caccia Dominioni
	Lucia Caccia Dominioni
	Paola Durante (*)
	Simone Andrea Crolla (*)
	Emanuela Teresa Basso Petrino (*)
	Guido Luigi Traversa (*)
	Antongiulio Marti
	Nicola Iorio
(*) Independent Directors

Board of Statutory Auditors

(in office until the date of the Shareholders' Meeting convened to approve the financial statements as at 31 December 2024)

Chairman	Simone Cavalli
Statutory auditors	Attilio Massimo Franco Marcozzi
	Laura Braga
Alternate auditors	Alice Galimberti
	Maurizio Parni

Members of the Control and Risk, Sustainability and Related Parties Transactions Committee

(in office until the date of the Shareholders' Meeting convened to approve the financial statements as at 31 December 2024)

Chairperson	Emanuela Teresa Basso Petrino
Members	Simone Andrea Crolla
	Guido Luigi Traversa

Members of the Remuneration and Appointments Committee

(in office until the date of the Shareholders' Meeting convened to approve the financial statements as at 31 December 2024)

Chairperson	Emanuela Teresa Basso Petrino
Members	Antongiulio Marti
	Simone Andrea Crolla
Lead Independent Director	Paola Durante
Director in charge of the internal	Ambrogio Caccia Dominioni
control and risk management system
Manager responsible for preparing the Company's	Ruggero Gambini
financial statements
Independent Auditors	Deloitte & Touche S.p.A.
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GROUP STRUCTURE

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1. The remaining 49% is held by Simest S.p.A. Since Tesmec has an obligation to buy back the portion held by Simest S.p.A., for accounting purposes the shareholding in Tesmec SA is consolidated on an 100% basis.
2. The remaining 49% is held by Simest S.p.A. Since Tesmec has an obligation to buy back the portion held by Simest S.p.A., for accounting purposes the shareholding in Tesmec Australia (Pty) Ltd. is consolidated on a 100% basis.
3. The remaining 51% is held by Fusion Middle East Services WLL. By virtue of de facto control for accounting purposes, the equity investment in Tesmec Peninsula WLL is consolidated at 99%.

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