Zignago Vetro S p A : Press Release 14 03 2024

PRESS RELEASE

In accordance with Consob Resolution 11971/99 and subsequent

amendments and supplements

ZIGNAGO VETRO S.P.A.

Board of Directors of Zignago Vetro S.p.A. approves 2023

Consolidated and Separate Annual Accounts.

Resignation of Chief Executive Officer, Roberto Cardini, for personal

reasons

Biagio Costantini co-opted as new Chief Executive Officer of Zignago Vetro

S.p.A., effective 15 March 2024

Strong Group margin again in the fourth quarter.

Revenues and results up significantly in FY 2023.

• Zignago Vetro Group revenues in 2023 of Euro 699.4 million (+9.1%); export revenues of Euro 224.2 million (+12.0%) - 35.0% of total revenues.
• EBITDA of Euro 219.4 million (+35.3%; 31.4% revenue margin).
• EBIT of Euro 151 million (+52.2%; 21.6% revenue margin).
• Group Profit of Euro 122.4 million (+41.3%; 17.5% revenue margin).

Cash generation, before investments, of Euro 181.9 million (+108.2% on Euro 87.4 million in 2022).

Net financial debt of Euro 227.9 million (Euro 284 million in 2022).

Dividend proposed to Shareholders' Meeting: Euro 0.75 per share (+25% on the 2022 dividend), with dividend pay-out of approx. 54,2%.

Sustainability indicators (ESG) generally improve.

Zignago Vetro Group Key Financial Highlights (*)

	2023	2022	Cge.%
	(in Euro millions)	(in Euro millions)
Revenues	699.4	640.8	+ 9.1%
EBITDA	219.4	162.2	+ 35.3%
EBIT	151.0	99.2	+ 52.2%
Profit before taxes	143.4	101.2	+ 41.7%
Group Net Profit	122.4	86.6	+ 41.3%

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		31.12.2023	31.12.2022
		(in Euro millions)	(in Euro millions)
Net capital expenditure	71.9	81.6
Free cash flow
∙	after investments	109.7	1.9
∙	before investments	181.9	87.4
(further details on page 3)
Financial debt	(324.4)	(390.3)
Liquidity	96.5	106.3
Net financial debt	(227.9)	(284.0)

1. The figures (and the subsequent comments concerning the consolidated figures) were based on the management view of the Group business, which provides for the proportional consolidation of the joint venture, recognised to the consolidated financial statements at equity.
   The income statement, the statement of comprehensive income, the statement of financial position and the statement of cash flows of the Zignago Vetro Group at 31 December 2023 and 2022, prepared according to current international accounting standards in force, are reported respectively at attachments 3, 4, 5, 6 and 7 of this press release.

Fossalta di Portogruaro, 14 March 2024 - The Board of Directors of Zignago Vetro S.p.A., - a company listed on the Euronext STAR Milan market - in a meeting held today chaired by Nicolò Marzotto, approved the 2023 Consolidated Financial Statements and the 2023 Separate Financial Statements, which will be submitted for the approval of the Shareholders' AGM.

The Zignago Vetro Group companies produce high quality glass containers for the Food and Beverage, Cosmetics and Perfumery industries and Speciality Glass bottles for wines and spirits, for the domestic and international markets. The Group is also engaged in other sectors offering synergies with its core business - particularly the collection and treatment of raw glass for subsequent reuse and the construction of moulds for container production.

Zignago Vetro Group operating performance

FY 2023 featured a gradual weakening of Beverage and Food glass container demand, which was impacted by the general macroeconomic uncertainty, the weakening of end consumption and, finally, the reduction of stock along the supply chain by manufacturers and distributors, and particularly among the large retailers. These factors have shaped the entire domestic market and the broader European market, forcing glassworks to reduce capacity utilisation in order to maintain balanced inventory levels.

Cosmetics and Perfumery global market demand remained at good levels, in particular that related to the major cosmetics and premium perfumery brands, which also feature a significant degree of new product development. Signs of contraction were apparent among the lower-end segments, due to both contracting end consumption and high inventory levels.

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While these fluctuations in demand and the volatility of costs and prices evident in the second half of the year are short-term factors, the glass container market is considered to have solid fundamentals. The medium-term expectations for the use of glass as a packaging material that is increasingly appreciated, both by users and consumers, therefore remain unchanged.

Consolidated Revenues in 2023 amounted to Euro 699.4 million compared to Euro 640.8 million in the previous year (+9.1%).

Export revenues in 2023 totalled Euro 224.2 million (+12.0% on Euro 200.3 million in 2022), comprising 35.0% of the total (31.3% in 2022).

Consolidated EBITDA in 2023 was Euro 219.4 million, compared to Euro 162.2 million in 2022 (+35.3%) - 31.4% revenue margin (25.3% in 2022).

Consolidated EBIT amounted to Euro 151.0 million, from Euro 99.2 million in 2022 (+52.2%), with a revenue margin of 21.6% compared to 15.5%.

The Consolidated Profit before taxes in 2023 totalled Euro 143.4 million, compared to Euro 101.2 million in 2022 (+41.7%) - 20.5% revenue margin (15.8% in 2022).

The consolidated profit in 2023 was Euro 122.4 million, compared to Euro 86.6 million in 2022 (+41.3%). The profit margin was 17.5% (13.5% in 2022).

Zignago Vetro Group statement of financial position

Zignago Vetro Group net capital expenditure in 2023 totalled Euro 71.9 million (Euro 81.6 million in 2022). Payments on fixed assets amounted to Euro 72.2 million in 2023 (Euro 90.3 million in 2022).

The Group generated free cash flow in the year, before investments, of Euro 181.9 million (Euro 87.4 million in 2022) - after investments totalling Euro 109.7 million (Euro -3 million in 2022).

Group net financial debt at 31 December 2023 was Euro 227.9 million, compared to Euro 284 million at 31 December 2022 after the distribution of dividends to Shareholders of Euro 53.3 million and capital expenditure of Euro 72.2 million.

Group liquidity at 31 December 2023 was Euro 96.5 million, compared to Euro 106.3 million at 31 December 2022.

Financial statements of the Parent Zignago Vetro S.p.A.

The Board of Directors meeting held today also approved the 2023 Financial Statements of the parent Zignago Vetro S.p.A..

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Revenues totalled Euro 387.8 million in 2023, against Euro 356.4 million in 2022 (+8.8%). The profit was Euro 78.8 million, compared to Euro 62.4 million in 2022 (+26.3%).

Net capital expenditure in 2022 amounted to Euro 20.0 million (Euro 60.4 million in 2022).

Equity at 31 December 2023 amounted to Euro 210.1 million compared to Euro

186.1 million at 31 December 2022, after the distribution of dividends in 2023 for Euro 53.3 million (dividend pay out of approx. 61.5%).

The net financial debt at year-end amounted to Euro 140.1 million, compared to Euro 175.4 million at the end of 2022.

Outlook

Following a period of weak Beverage and Food glass container demand in the second half of 2023, the market environment is considered to have entered a period of stabilisation and with demand among operators expected to gradually return to normal, partly due to the need for the retail system to build up stock levels. The Cosmetic and Perfumery container market is expected to see demand remain strong in the current year, particularly for the premium and branded product segments.

The Group companies in this environment are committed to maintaining a balance between production costs and selling prices and to re-establishing full utilisation of production capacity, partly through a flexible approach to market demand, which has always been a core aspect of the Group's business model.

The optimised use of production capacity to service demand, the continuous drive for greater productivity, the efficient use of resources (particularly energy), the containment of costs, the ongoing improvement regarding sustainability issues and the continual commitment to serving the demands of the market, continue to be fundamental elements for the Group companies.

The medium/long-term glass container sector outlook, and of the Group in particular, remains unaltered and positive, confirming the consolidated development trajectory that the glass container market has historically shown and that appears increasingly robust due to the growing appreciation of glass among users and consumers.

Events after December 31, 2023

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Subsequent to 31.12.2023 and up to the date of this report, Zignago Vetro S.p.A. has acquired an additional 34,810 treasury shares, for a value of Euro 457.0 thousand.

On 23 February 2024 Vetri Speciali acquired 100% of the shares of General Vetri SpA, a company operating in the distribution of glass containers for the beverage and food market, mainly in northern Italy.

Declaration

The Executive Responsible for Financial Reporting, Mr. Roberto Celot, declares in accordance with Article 154 bis, paragraph 2, of the Consolidated Finance Act, that the accounting information contained in this press release corresponds to the underlying accounting documents, records and accounting entries.

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Dividend proposed

The Board of Directors proposes to the Shareholders' AGM to distribute a dividend of Euro 0.75 for each of the 88,501,353 shares in circulation, for a total amount of Euro 66,4 million, compared to the Euro 53.3 million distributed for 2022. The dividend pay-out

is 54,2% of the consolidated net profit.

Coupon No. 18, with ex-date of 13 May and record date of 14 May, has a payment date of 15 May 2023.

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Authorisation of the purchase and utilisation of Treasury Shares

The Board of Directors approved the proposal to the Shareholders' Meeting for the authorisation to purchase and utilise treasury shares, with prior revocation, where not utilised, of the previous motion of 4 May 2023. This authorisation, similar to the terms of the previous motion, has the objective of allowing flexibility for the Company when opportunities arise.

The Board proposal concerns revocation for the outstanding period, which will conclude on 4 November 2024, and for the part not yet exercised, the previous power to acquire treasury shares and simultaneously the conferment of a new authorisation. The buy back, also in view of the Group's equity structure, may, among other purposes, serve the shareholder value creation objectives or remuneration plans for employees, executive directors and collaborators of Zignago Vetro SpA and its subsidiaries. The authorisation has the following key features:

1. duration: 18 months from the approving Shareholders' Meeting;
2. maximum number of shares which may be acquired: not in excess of one- tenth of the nominal share capital;

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1. price of each share acquired: must not be 20% above or below the price of the ordinary share recorded on the regulated market session before each transaction.

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2023 Non-Financial Report as per Legislative Decree 254/2016 - NFR

The Board of Directors today approved the 2023 Non-Financial Report as per Legislative Decree No. 254/2016, which provides an opportunity for ongoing and close relations with stakeholders, an essential prerequisite for combining the company's strategic vision with the principles of sustainable development and social responsibility.

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Resignation of the Chief Executive Officer, Roberto Cardini, for personal reasons.

Biagio Costantini co-opted as new Chief Executive Officer of Zignago Vetro, effective March 15, 2024.

The Board of Directors of Zignago Vetro S.p.A., which met today, noted the resignation on March 5, 2024, effective March 14, 2024, for personal reasons related to his retirement, of Mr. Roberto Cardini from his duties as Chief Executive Officer, as well as from the other board positions held at the Group.

"It is with great regret" stated Mr. Roberto Cardini "that I leave this extraordinary Group that I have had the privilege and good fortune to lead for the past three years or so. I sincerely thank the Majority Shareholder, the Marzotto family and the entire Board of Directors for the support and trust shown in me from the very first moment I arrived. I thank all managers and employees at the Group who have always demonstrated great professionalism and dedication".

It is recalled that on 21 July 2022, the Board of Directors, with the favourable opinion of the Appointments and Remuneration Committee, resolved to grant Mr. Roberto Cardini the right to receive a maximum 43,500 shares under the 2022-2024 Performance Shares long-term incentive plan (the "Plan"). With the Board of Directors considering Mr. Roberto Cardini as a "good leaver" within the meaning of the Plan, subject to the achievement of the established objectives and without prejudice to the other terms set out in the Plan, Mr. Roberto Cardini shall potentially be allocated 29,000 shares, with the clarification that the parties for these purposes have agreed to consider 31 December 2023 as the termination date of the relationship. It should be noted that, based on available information, as of today's date, Mr. Roberto Cardini directly owns 130,500 shares in Zignago Vetro S.p.A.

According to the agreements in place, Mr. Roberto Cardini shall not be granted severance or other compensation, subject to his right to receive any short-term variable compensation that may have accrued with respect to FY 2023, on achievement of the relative results in accordance with normal company practices.

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The Chairperson Mr. Nicolò Marzotto, on behalf of the Board of Directors and the Company, thanks Mr. Roberto Cardini for the work and professionalism shown in his role as Chief Executive Officer, and for the important work he has undertaken which has contributed to the achievement of excellent results for the Group.

Notice is hereby given that, upon the proposal of the Chairperson and Vice- Chairperson, subject to the favourable opinion of the Appointments and Remuneration Committee and the Board of Statutory Auditors, the Board of Directors of Zignago Vetro S.p.A. today unanimously resolved to co-opt Mr. Biagio Costantini (whose curriculum vitae is available at ww.zignagovetro.com, Investors Section) as a new Director, unanimously appointing him as Chief Executive Officer and granting him the relevant powers, with the clarification that in the context of this appointment he will cease to be an employee and General Manager of Zignago Vetro and without the settlement of severance pay, except as provided by law.

Mr. Biagio Costantini has 30 years of experience at the Zignago Group and in the hollow glass industry. Graduating from Bocconi University in 1995, after an experience in Istifid as an analyst, he joined the Zignago Group as assistant to the Chief Executive Officer of Industrie Zignago Santa Margherita S.p.A. in 1997. In 2006, after having assumed managerial roles in the companies belonging to the Zignago Group, he was appointed Colored Sector Sales manager and assistant to the Commercial Director of Zignago Vetro until his appointment as Commercial Food & Beverage Director of Zignago Vetro in 2011. In November 2023 he assumed the role of Group General Manager of Zignago Vetro.

"I thank the Board of Directors and the Marzotto family for their trust and faith in me. I am honoured to be able to contribute to an already strong and cohesive organisation" stated the new Chief Executive Officer Mr. Biagio Costantini.

His confirmation will be submitted to the Shareholders' Meeting to be held in first call on 29 April 2024, and, if necessary, in second call on 7 May 2024, for the approval of the financial statements at 31 December 2023. The new Chief Executive Officer will also serve as the Executive Director in charge of the internal control and risk management system. It should be noted that, based on available information, as of today's date, Mr. Biagio Costantini directly owns 53,000 shares in Zignago Vetro S.p.A.

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Shareholders' Meeting Call

The Board of Directors finally granted to the Chairman of the Board of Directors the power to call the Shareholders' Meeting of Zignago Vetro S.p.A., currently indicated in the financial calendar, for 29 April 2024 in first call and, where required, in second call for 7 May 2024.

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This press release is available on the website: www.zignagovetro.com

For further information:

Roberto Celot

Group Chief Financial Officer

Investor relations manager

Zignago Vetro S.p.A.

0421-246111 [e-mail]

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All the figures in the Consolidated Reclassified Income Statement and Statement of Financial Position (attachments 1 and 2) reported below were prepared on the basis of management's view which considers the proportional consolidation of joint ventures appropriate, recognised to the consolidated financial statements at equity.

The statement of financial position, the income statement, the statement of comprehensive income and the statement of cash flows of the Zignago Vetro Group at 31 December 2023 and 2022 and the statement of changes in Equity, prepared in accordance with the accounting standards in force, are reported respectively in the subsequent attachments 3, 4, 5, 6 and 7.

ATTACHMENT 1

Zignago Vetro Group

Reclassified Consolidated Income Statement (unaudited)

(management point of view)

2023

2022

Changes

Revenues

Changes in finished and semi-finished products and work in progress Internal production of fixed assets

Value of production

Cost of goods and services

Value added

Personnel expense

EBITDA

Amortisation & Depreciation

Accruals to provisions

EBIT

Net recurring non-operating income

Operating Profit Net financial expense

Net exchange rate gains/(losses)

Profit before taxes

Income taxes (Tax-rate2023: 14.5%) (Tax-rate2022: 14.1%)

Euro thou.	%	Euro thou.	%	%
699,374	100.0%	640,789	100.0%	9.1%
43,594	6.2%	13,022	2.0%	234.8%
3,210	0.5%	2,924	0.5%	9.8%
746,178			106.7%	656,735	102.5%	13.6%
(416,458)	(59.5%)	(393,756)		5.8%
	(61.5%)
329,720			47.1%	262,979	41.0%	25.4%
(110,314)	(15.8%)	(100,818)	(15.7%)	9.4%
219,406			31.4%	162,161	25.3%	35.3%
(66,874)	(9.6%)	(60,790)	(9.5%)	10.0%
(1,580)	(0.2%)	(2,189)	(0.3%)	n.a.
150,952			21.6%	99,182	15.5%	52.2%
3,440	0.5%	(2,728)	(0.4%)	n.a.
154,392			22.1%	96,454	15.1%	60.1%
(12,543)	(1.8%)	5,139	0.8%	n.a.
1,533	0.2%	(430)	(0.1%)	n.a.
143,382		20.5%	101,163	15.8%	41.7%
(20,802)	(3.0%)	(14,272)	(2.3%)	45.8%

(Profit) Loss non-con. int.	(188)	(0.0%)	(295)	(0.0%)	(36.3%)
Group Profit for the year	122,392		17.5%	86,596	13.5%	41.3%

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ATTACHMENT 2

Zignago Vetro Group

Reclassified Consolidated Statement of Financial Position (unaudited)

(management point of view)

	31.12.2023			31.12.2022
	Euro thou.	%	Euro thou.	%
Trade receivables	146,637			172,721
Other receivables	31,413			38,742
Inventories	192,197			137,161
Current non-financial payables	(171,979)			(155,442)
Payables on fixed assets	(14,214)			(14,585)
A) Working capital	184,054		29.8%	178,597	29.6%
Net tangible and intangible assets	388,478			381,332
Goodwill	53,453			53,402
Other equity investments and non-current
assets	19,971			18,832
Non-current provisions and
non-financial payables	(28,632)			(29,693)
B) Net fixed capital	433,270		70.2%	423,873	70.4%
A+B= Net capital employed
617,324	100.0%	602,470	100.0%
Financed by:
Current loans and borrowings	116,988			128,326
Cash and cash equivalents	(96,474)			(106,329)
Current net debt	20,514		3.3%	21,997	3.6%
Non-current loans and borrowings	207,391	33.6%	262,000	43.5%
C) Net financial debt	227,905		36.9%	283,997	47.1%
Opening Group equity	317,950			261,296
Dividends paid	(53,261)			(35,497)
Other equity changes	1,627			5,555
Group Profit for the year	122,392			86,596
D) Closing equity	388,708		63.0%	317,950	52.8%
E) Non-controlling interest equity
711	0.1%	523	0.1%
D+E = Group Equity
389,419	63.1%	318,473	52.9%
C+D+E = Total financial debt and equity
617,324	100.0%	602,470	100.0%

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