SICIM S.p.A.

SICIM S.p.A.

Angermünde

Befreiender Jahresabschluss zum Geschäftsjahr vom 01.01.2022 bis zum 31.12.2022

SICIM S.p.A.

Busseto/Italien

TIN: 00143470342

CONSOLIDATED FINANCIAL STATEMENTS AT 31/12/2022

Statement of financial position

Income Statement

Statement of cash flows

Explanatory Note

Directors' Report

Independent Auditor's Report

Board of Statutory Auditors' Report

Minutes of the Shareholders' Meeting

Explanatory Note to the Consolidated Financial Statements at 31/12/2022

Explanatory Note - Part A - Accounting policies

FOREWORD

Dear Shareholders,

The Consolidated Financial Statements of Sicim S.p.A. (hereinafter also the "Company" or "Parent Company") and its subsidiaries (hereinafter also the "Sicim Group" or "Group) for the year ended 31 December 2022 were drafted in accordance with the accounting standards and criteria set out in articles 2423 et seq. of the Italian Civil Code, as amended by Italian Legislative Decree no. 6 of 17/01/2003 and Italian Legislative Decree no. 127/91, in keeping with those provided by the Italian Standard Setter (Organismo Italiano di Contabilità - OIC) and, in the absence of such provisions, by the International Accounting Standards Board (IASB) and with the agreement of the Board of Statutory Auditors, in the cases contemplated by law.

These financial statements consist of the following documents: Statement of Financial Position, Income Statement, Statement of Cash Flows and Explanatory Note.

For each item of the Statement of Financial Position, Income Statement and Statement of Cash Flows, the corresponding values at 31 December 2021 have been presented. Where necessary to better represent the items, comparative figures have been reclassified without changes to the profit (loss) and equity; in the most significant cases, the necessary information is provided in the Explanatory Note.

The Statement of Cash Flows sets out the increases or decreases in cash and cash equivalents during the year and has been prepared using the indirect method as provided for by accounting standard OIC 10.

The Statement of Financial Position, Income Statement and Statement of Cash Flows are presented in Euro, without decimal points, as are the amounts reported in the Explanatory Note.

The following information is presented in the Explanatory Note, in table form:

As regards the activity of the Company and relations with non-consolidated subsidiaries, associates, controlling parties and other related parties, reference should be made to the Directors' Report, prepared by the Directors of the Company and presented with these consolidated financial statements.

Material subsequent events and the proposal to allocate profit or cover loss for the year are presented in dedicated sections of this Explanatory Note.

GENERAL CONCEPTS USED TO PREPARE THE CONSOLIDATED FINANCIAL STATEMENTS

Items in the financial statements have been measured in accordance with the general concepts of prudence and accruals, on a going concern basis; recognition and presentation of the items have been performed taking into account the substance of the transaction or the contract, where compatible with the provisions of the Italian Civil Code and the OIC accounting standards. The concepts of consistency of accounting policies, materiality and comparability of information have also been applied.

Additionally, in application of the aforementioned concepts, it is hereby specified that:

This Explanatory Note forms an integral part of the Financial Statements pursuant to Article 2423, paragraph 1 of the Italian Civil Code.

The accounting policies applied, and illustrated hereafter, correspond to the requisites of art. 2426 of the Italian Civil Code.

REFERENCE DATE OF THE CONSOLIDATED FINANCIAL STATEMENTS

All the companies within the scope of consolidation closed their financial statements on the same date as the financial statements of the Parent company, with the sole exception of the investee companies LEDCOR & SICIM Limited Partnership and LEDCOR & SICIM COASTAL Limited Partnership, which have a 12-month financial year ending 31/08; consolidation of the latter has therefore been performed by adjusting the data for the period 01/09/2021-31/12/2021 and aggregating the data for the period 01/09/2022-31/12/2022.

AREA OF CONSOLIDATION

The consolidated financial statements of the Sicim Group include the financial statements of Sicim S.p.A and those of the subsidiaries in which the parent company holds a controlling interest in accordance with art. 26 of Italian Legislative Decree 127/91. The scope of consolidation is as follows:

The subsidiary Sicim Ireland Ltd is consolidated using the equity method, due to its immateriality. The subsidiary Sicim Mocambique LDA has been excluded from the scope of consolidation as it is a dormant company, while the subsidiary Sicim-Manna SCARL has been excluded from the scope of consolidation as it is a consortium company operating on a cost-transfer basis.

Over the course of 2022, no changes to the area of consolidation occurred in relation to the previous year, with the exception of the % ownership of Ledcor & Sicim Partnership, which decreased from 46% to 33.50%.

CONSOLIDATION CRITERIA

The consolidated financial statements have been prepared on the basis of the financial statements approved by the shareholders' meetings or the administrative bodies of the consolidated companies, adjusted, where necessary, to bring them into line with the accounting standards adopted by the Group, or on the basis of financial information (referred to as the 'reporting package') sent by the consolidated companies and prepared in accordance with instructions from the Parent Company.

The accounting standards adopted to prepare the consolidated financial statements are those adopted by the Parent Company to prepare the financial statements or those adopted by the majority of the consolidated companies, with the exception of measurement of investments in subsidiaries using the equity method in place of the proportional method of consolidation, as outlined below on the Explanatory Note.

Asset and liability items with identical or similar titles or content that appear in the financial statements of the companies in the Group and that are included under the same items in the consolidated financial statements are measured using consistent criteria.

In accordance with art. 31 of Italian Legislative Decree no. 127/91, the main consolidation criteria are specified here below:

Financial statements or financial information of foreign investees prepared in a currency other than Euro are preliminarily translated into Euro.

The translation is performed using:

The net effect of translation is recognised in a dedicated "translation reserve" under consolidated equity. This reserve is reclassified, in whole or in part, as a reserve available in the event of full/partial disposal of the foreign investee.

Exchange rates applied for translation to euro are as follows:

ACCOUNTING POLICIES

B) I - INTANGIBLE FIXED ASSETS

Intangible fixed assets have, with the approval of the Board of Statutory Auditors where required, been entered at their purchase or production cost and have been amortised on a systematic basis in accordance with their remaining useful life, taking account of the provisions of point 5) of Article 2426 of the Italian Civil Code. They are presented net of amortisation and any impairment and the cost of production includes all directly attributable costs and other reasonably attributable costs.

Specifically:

B) II - TANGIBLE FIXED ASSETS

Tangible fixed assets are entered at purchase or production cost, including any incidental costs and expenses directly attributable to the item, unless revalued pursuant to Italian Laws nos. 72/1983 and 413/1991 (with the residual value entered in the relative sections) and, for the property in which the Busseto headquarters are located, Italian L.D. no. 185/08.

In accordance with Italian Law no. 126/2020, in 2020 the company carried out the revaluation of certain items, mainly in the 'worksite equipment' and 'plant and equipment' categories.

No share of interest paid has been attributed to asset costs.

Costs of routine maintenance have been charged in full to the income statement. Maintenance of an incremental nature has been attributed to the assets to which they refer and amortised in relation to their remaining useful life.

Tangible fixed assets have been depreciated at regular rates commensurate with their remaining useful life and taking account of the physical wear of each item; the rates are those recommended by fiscal legislation (table enclosed with the Italian Ministerial Decree dated 31/12/1988 and updated with amendment in Italian Ministerial Decree dated 17/11/1992). The depreciation rates applied to the individual categories of assets, unchanged compared to the previous year, are:

In application of the materiality concept referred to in art. 2423, par. 4 of the Italian Civil Code and the provisions of the relevant accounting standard, rates are halved in the first year of depreciation.

Capital goods which cost less than €516.46 and which have a short useful life are depreciated fully in the year of purchase.

Depreciation is also calculated on assets temporarily not in use. Land is not subject to depreciation. Fixed assets under construction are not subject to depreciation. The depreciation process begins when such assets are reclassified under the respective tangible fixed assets items.

Finally, it is noted that financial lease contracts are still in force, recognised in accordance with the equity method, with lease instalments charged to the income statement for the year, in application of an exception provided for by the accounting standard OIC 17; a specific table presents the relevant information provided for under item 22 of art. 2427 of the Italian Civil Code.

B) III - FINANCIAL FIXED ASSETS

EQUITY-ACCOUNTED INVESTMENT

Investments in non-consolidated subsidiaries and associates are measured using the equity method where this differs significantly from the cost method.

Investments measured using the equity method are initially recognised at purchase cost, including incidental costs. Incidental costs consist of banking and financial intermediation costs, such as commissions, fees and duties.

At the time of first recognition, the purchase cost of the investment is compared to the corresponding portion of equity at the date of purchase or, alternatively, stated in the most recent financial statements of the investee.

In the case of a positive initial difference, if this is attributable to higher values in the asset section of the investee's statement of financial position, measured at current values, or to the presence of goodwill, the investment is recognised at purchase cost, including that positive initial difference. Otherwise, the investment is impaired and the difference is recognised in the income statement under "impairment of investments".

In the case of a negative initial difference, if this is attributable to the closure of a good deal, the investment is recognised at the higher amount of the adjusted equity of the investee compared to the cost price, with an offsetting entry in the form of a non-distributable equity reserve. If, instead, the negative initial difference arises from the existence of assets recognised at values higher than their recoverable amount or liabilities recognised at a value lower than their repayment amount or, alternatively, to projections of poor performance, the investment is initially recognised at an amount equal to the actual cost and that difference is presented as a "provision for risks and future charges". That provision, recorded outside the accounts, is used in future years to adjust the profit/loss of the investee to reflect assumptions at the time of purchase.

For the purposes of measurement using the equity method, reference has been made to the financial statements at 31 December 2022 approved by the investees' respective shareholders' meetings or the draft financial statements formally prepared by the administrative bodies of the investees if not yet approved by the shareholders' meeting.

The profit (loss) for the year stated in the financial statements of the investee and the relevant equity are subject to the same adjustments required in the event of consolidation. The profit (loss) of the investee following such adjustments is applied to change the value of the investment to an extent proportional to the share of the capital held, with an offsetting entry in the income statement, while dividends received are applied to reduce the value of the investment. Changes in the equity of the investee that have not contributed to determining its profit (loss) for the year increase or decrease the value of the investment, and the dedicated non-distributable reserve, without recognition in the income statement. If the value of the investment becomes negative due to losses, the investment is reduced to zero and, if the Group is legally or otherwise required to support the investee, losses in excess of the reduction to zero are recorded in the provisions for risks and charges.

In the case of impairment, the value of the investment is written down including in case in which it is necessary to recognise it at an amount lower than that which emerges from application of the equity method.

Derivative financial instruments

A derivative financial instrument is a financial instrument or other contract with the following three features:

Derivative financial instruments (hereinafter also simply "derivatives") are initially recognised when the Group, upon becoming party to the contractual clauses, i.e. at the date of signing the contract, is subject to the relevant rights and obligations and they are measured at fair value, even when incorporated into other derivative financial instruments.

On each financial statements reporting date, the Company measures the derivative financial instruments at fair value and classifies them in the statement of financial position under the specific current or non-current asset items (in the case of hedging non-current assets or liabilities due beyond 12 months) if fair value is positive or in the provisions for risks and charges if fair value is negative. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and, in the case of unlisted derivatives, it is determined by the Group using appropriate valuation techniques, drawing on assumptions, parameters and the level of the fair value hierarchy provided for by the relevant standard.

Derivative financial instruments may be designated as hedging instruments when:

When hedging involves derivative financial instruments with characteristics that are entirely similar to those of the hedged item and the derivative financial instrument is entered into at arm's length (e.g. a forward or swap with a fair value close to zero) on the date of initial recognition, the accounting model developed for socalled 'simple hedging', described below, is applied if:

On each financial statements reporting date, the Group assesses whether the above requirements have been met, including verifying the credit risk of the other party to the hedging instrument and the hedged instrument; if such risk is deemed significant, it may give rise to termination of the hedging relationship.

C) CURRENT ASSETS

C) I - Inventories

Raw, ancillary and consumable materials; works in progress and semi-finished goods; finished products and goods (Article 2427, nos. 1 and 4; Article 2426, nos. 9, 10 and 12).

Assets listed under inventories are initially recognised on the date of transfer of risks and rewards associated with the item purchased. Inventories of raw, ancillary and consumable materials are recognised at purchase cost and subsequently measured at the lower of cost and corresponding realisable value as can be inferred from the market.

Purchase cost refers to the effective cost of acquisition plus incidental costs. The purchase cost of materials also includes, in addition to the price of the material, shipping costs, customs duties, any other taxes and costs directly attributable to that material. Returns, trade discounts, allowances and premiums have been recorded as reductions to the costs.

Inventories whose realisable value estimated on the basis of the market performance is lower than the relative carrying amount are subject to impairment.

The weighted average cost method is adopted to determine the cost of interchangeable items.

Works in progress on orders.

In the event of a contract that is binding on the parties and if the Company is in the position to reliably measure the outcome of the order, works in progress on orders are recognised on the basis of the progress (or percentage of completion) according to which costs, revenue and margins are recognised based on the activities carried out. Percentage of completion is determined by applying the cost-to-cost method for certain orders, and the physical measurement method for others.

The measurement reflects the best estimate of the works carried out by the reporting date. The predictions underpinning the measurements are updated periodically. Any economic effects arising therefrom are recognised in the year in which they emerge.

Order revenue includes: consideration agreed in the contract, as well as any variations to the works and price revisions formalised as at the reporting date.

Order costs include: all costs directly attributable to the order, indirect costs attributable to the overall production activity and that can be charged to the order itself, and any other cost that can be specifically charged to the client on the basis of contractual provisions. Order costs also include pre-operating costs, i.e. the costs incurred during the initial stage of the contract before the construction or production process begins, and those to be incurred after the order has been completed. Pre-operating costs are excluded from the scope of order costs used for determining percentage of completion, while costs to be incurred after the order has been completed are included.

In the income statement, consideration definitively obtained is recognised as revenue, while changes to works in progress on orders, in the form of changes to inventories for works performed and not yet definitively paid at the beginning or end of the year, respectively, are recognised under the specific item in the income statement. Revenue is only recognised when it is certainty that the revenue accrued has definitively been paid to the Company as consideration to the value of the works performed. In the case of provisional invoicing, prepayments and advances are treated as cash flow events; they are not taken into account for the purposes of recognising revenue and are always recognised as liabilities as they have not necessarily been determined on the basis of the works performed. At the time of definitive invoicing for the works, the relevant share of prepayments and advances is removed from the liabilities section.

If it is probable that the total costs estimated for an individual order will exceed the estimated total revenue, the order is measured at cost and the probable loss involved in completing the order is recognised as a reduction of the works in progress on orders for the year in which such a scenario becomes likely, on the basis of an objective and reasonable assessment of the existing circumstances and regardless of the state of progress of the order. If that loss exceeds the value of the works in progress, a dedicated provision for risks and charges is recognised for the difference.

C) II - Receivables (Article 2427, nos. 1, 4 and 6; Article 2426, no. 8)

Receivables recognised in the financial statements represent a right to demand payment, on an identified or identifiable date, either fixed or determinable amounts of cash or cash equivalents, or goods/services of an equivalent value, from clients or other persons. Receivables are recognised at amortised cost, taking into account the time factor and the estimated realisable value. The amortised cost criteria have not been applied in cases where the effects are immaterial; this generally applies to short-term receivables or cases in which transaction costs, commission paid between parties and all other differences between the initial value and maturity value of the receivable are of negligible significance. Such receivables are initially recognised at face value net of premiums, discounts and allowances provided for in the contract or in any case granted and are subsequently always measured at face value plus interest calculated at the nominal interest rate, less amounts received as capital and interest, and net of estimated impairment and losses on receivables recorded to adjust the receivable to reflect the estimated realisable value. With reference to estimated realisable value, the carrying value of the receivables is adjusted by way of a loss allowance to take into account the probability that the receivables have been subject to a loss in value. Such an assessment is performed with reference to both specific and experience-based indicators and all other useful information that indicate a likely loss in value of the receivables. The receivables loss allowance is estimated by performing a separate analysis of individually significant receivables and a portfolio-level analysis of the remaining receivables, calculating probable losses on receivables held at the reporting date.

Receivables/payables in currency outside the Euro zone are entered at the exchange rate in force on the day of the transactions; they are aligned with the exchange rates current at the end of the year and the relative evaluated exchange rate differences are entered in item 17-bis of the Income Statement: "Exchange gains and losses", while those from translation of the accounts of the permanent establishments are entered in the special translation reserve A VI) 2.

Finally, there are no long-term receivables due beyond five years.

Financial assets other than fixed assets

Debt securities

Debt securities are recognised in the financial statements when the security is delivered and are initially measured at purchase or underwriting cost, including incidental costs, determined using the amortised cost criteria, and subsequently measured at the lower of amortised cost and realisable value inferred based on market performance. Any impairment to the lower value is performed individually for each type of security. If the criteria on which the adjustment is based cease to apply, in whole or in part, due to recovery of the market value, that adjustment shall be cancelled up to, but not exceeding, reinstatement of amortised cost.

C) IV - Cash and cash equivalents

Cash and cash equivalents refer to the positive balances in bank and post office deposit accounts; cheques are measured at their estimated realisable value; cash and stamps on hand are measured at their face value and foreign currency is measured at the exchange rate in force on the reporting date.

Accruals and deferrals in assets and liabilities (art. 2427, nos. 1,4 and 7)

Accruals in assets and liabilities are, respectively, the portions of income and cost accrued in the accounting period that will have their cash flow effect in subsequent periods.

Deferrals in assets and liabilities are, respectively, the portions of income and cost having had cash flow effects during the year or in previous years but pertaining to one or more subsequent years

Accruals and deferrals are entered according to the matching principle, with reference to when they were actually incurred and determined with the approval of the Board of Statutory Auditors.

Equity

Transactions between the Company and shareholders (operating in their capacity as shareholders) may give rise to amounts receivable from or payable to shareholders. The Company recognises a receivable from shareholders when shareholders make a commitment to the Company and it recognises a payable to shareholders when it makes a commitment to those shareholders.

Contributions from shareholders not subject to a repayment obligation are recognised in a related item under equity, while loans from shareholders that require repayment are recognised under payables.

Provisions for risks and charges

Provisions for risks and charges represent certain or probable liabilities of a specific nature, of uncertain timing or amount. In particular, provisions for risks represent liabilities of a specific nature the existence of which is probable and the amounts of which are estimated, while provisions for charges represent liabilities of a specific nature the existence of which is certain, the amounts or timing of which are estimated, related to commitments already made as at the reporting date, the cash flow effects of which will arise in subsequent periods. Provisions are entered on an accrual basis in relation to amounts that are expected to be paid or goods and services due to be provided at the time the commitment is to be satisfied.

Allocations to the provisions for risks and charges are primarily entered under the income statement items for the relevant categories, generally classified based on the nature of the cost. The amount allocated to the provisions is measured with reference to the best estimate of the costs, including legal fees, at each reporting date In cases in which the allocation measurement results in a range of variability of amounts, the allocation should represent the best possible estimate between the upper and lower ends of the range of variability of amounts. In the event of insurance policies covering potential liabilities, the estimate of the provisions will take account of any insurance payout if compensation is deemed reasonably likely in the event of a loss. Provisions for risks and charges recognised in a previous period are subject to review to verify their correct measurement at the reporting date.

Subsequent use of the provisions is performed directly and only with regard to the expenses and liabilities for which the provisions were originally established. Any negative differences or surplus with regard to the costs actually incurred are recognised in the income statement in a manner consistent with the original allocation.

Post-employment benefits

The amount payable as post-employment benefits has been calculated in accordance with the provisions in force governing the employment relationship and corresponds to the company's effective commitment towards individual employees on the reporting date.

Payables

Payables are liabilities of a specific nature, the existence of which is certain, which represent obligations to pay fixed or determinable amounts of cash or cash equivalents to lenders, suppliers and other parties. Classification of payables among the various payable items is performed based on their nature (or origin) in relation to ordinary operations, regardless of the settlement period for those payables. Payables are measured at amortised cost, taking the time factor into account.

The amortised cost basis is not applied if its effects are immaterial; this generally applies to short-term payables or cases in which transaction fees, commissions paid between the parties, and all other differences between the initial value and the maturity value are of little significance.

Such payables are initially recognised at face value net of premiums, discounts and allowances provided for in the contract or in any case granted and are subsequently always measured at face value plus interest payable calculated at the nominal interest rate, less amounts paid as capital and interest.

Financial discounts and allowances not taken into account to determine the initial recognition value as they could not be foreseen at the time the payable was initially recognised are recorded at the time of payment as income of a financial nature.

Transactions, assets and liabilities in foreign currency

Assets and liabilities deriving from a transaction in a foreign currency are initially reported in Euro, applying the cash exchange rate between the Euro and the foreign currency in force at the date of the transaction.

Monetary entries in foreign currency, including risks and charges relating to foreign currency liabilities, are translated at the spot exchange rate in force on the reporting date. Exchange gains and losses are credited/charged to the income statement for the year.

Assets and liabilities in foreign currency but not of a monetary nature are entered in the statement of financial position at the rate of exchange in force at the time of their acquisition, and therefore any positive or negative differences do not give rise to an independent and separate entry.

Any net profit deriving from the adjustment to the exchange rates of the items in foreign currency contributes to calculation of the profit for the year and, at the time of approving the financial statements and consequent allocation of the profit, is entered in a dedicated non-distributable reserve. If the profit for the year is less than the unrealised gain on foreign currency entries, the amount recognised in the non-distributable reserve is equal to the profit for the year.

Dividends

Dividends are recognised in the financial statements as finance income in the year in which, following a resolution by the shareholders' meeting of the investee company to distribute the profit or any reserves, the Group has the right to collect such dividends.

Finance income is not recognised in the event that the investee distributes a dividend in the form of treasury shares, or allocates shares arising from free capital increases.

Costs and Revenue

Costs and revenue have been entered on an accrual's basis, regardless of the date of collection and payment, net of returns, discounts, allowances and premiums.

Taxes

Taxes have been allocated based on the estimated liability for the year, determined in accordance with the provisions of tax law, and in application of the tax rates in force on the reporting date. The relative tax payable is recorded in the statement of financial position, net of any prepayments, withholding taxes applied and tax credits that can be used for offsetting purposes and not subject to repayment; if the prepayments, withholding taxes and tax credits exceed the amounts due, the relative tax receivable is reported. Tax receivables and liabilities are measured at amortised cost, except if due within 12 months.

Deferred and prepaid income taxes are calculated based on the cumulative amount of all temporary differences between the values of the assets and liabilities determined on the basis of statutory assessment criteria and their value is recognised for tax purposes, to be eliminated in subsequent years.

Deferred taxes relating to taxable temporary differences associated with investments in subsidiaries and transactions that gave rise to the establishment of tax deferral reserves are not recognised only in the event that the specific conditions provided for in the relevant standard are met.

Deferred taxes relating to transactions that directly affected equity are not initially recognised in the income statement but are accounted for under provisions for risks and charges by reducing the corresponding equity item.

Deferred and prepaid income taxes are recognised in the year that the temporary difference emerge and are calculated by applying the tax rates in force in the year in which the temporary differences are to be reversed, provided that such rates are already set on the reporting date; otherwise, they are calculated based on the rates in force on the reporting date.

Deferred and prepaid taxes in the statement of financial position are offset under the appropriate conditions (possibility and intention to offset), the balance after offsetting is entered under the heading of the specific items of current assets, if positive, and in the provisions for risks and charges if negative.

The temporary differences that led to recognition of deferred and prepaid taxes are described in the explanatory note, specifying the rate applied and the variations with respect to the previous year, the amounts charged or credited to the income statement or equity and the items excluded from the calculation, as well as the amount of prepaid taxes entered in the financial statements pertaining to losses during the year or in previous years, and the amount of taxes still not accounted for.

Commitments, guarantees, contingent assets and contingent liabilities

The total amount of all commitments, guarantees and contingent liabilities not recorded in the statement of financial position is presented in the specific section of this Explanatory Note.

Commitments represent obligations undertaken by the Group towards third parties that originate from legal transactions the binding effects of which are certain but not yet performed by either of the two parties. The commitments category includes both commitments for which performance and the relevant amount are certain and commitments for which the performance is certain but the relevant amount is unknown. The amount recorded for commitments is the face value inferred from the relevant documentation. If the commitment is not quantifiable, this is disclosed in the explanatory note.

Guarantees include both collateralised and personal guarantees given by the Group. Such guarantees are given by the Group with reference to its own obligations or those of others. The relevant amount corresponds to the value of the guarantee provided or, if not determined, to the best estimate of the risks assumed in light of the existing situation at that time.

Contingent liabilities not recorded in the statement of financial position include those considered probable but in relation to which the amount cannot be determined except on a random and arbitrary basis, and those deemed possible. Similarly, the relevant section identifies contingent assets and profits deemed probable but that have not been recognised in the financial statement on the basis of prudence.

Use of estimates

Preparing financial statements requires estimates to be performed that have an impact on asset and liability values and relevant financial statement disclosures. The actual results may differ from those estimates. Estimates are reviewed periodically. Effects of changes to estimates, not resulting from incorrect estimates, are reported in the income statement for the year in which the changes occur if they only affect that year. They are also reported in the subsequent years if the changes affect both the current and subsequent years.

Subsequent events

Events that occur subsequent to the reporting date that highlight conditions already existing on the reporting date and that require changes to the values of assets and liabilities in accordance with the provisions of the relevant standard are recognised in the financial statements, in accordance with the accruals concept, to reflect the effect of those events on the equity and financial situation and profit (loss) at the reporting date. Subsequent events after the reporting date that indicate situations that arose after the reporting date, that do not require changes to the values stated in the financial statements, in accordance with the provisions of the relevant standard, as they refer to the subsequent year, are not recorded in the financial statement entries but are outlined in the explanatory note, if deemed relevant for the purposes of better understanding the situation of the company.

The date by which an event must have occurred to be taken into account is the date of preparation of the draft financial statements by the Directors, except in cases where an event that materially affects the financial statements occurs between that date and the date set for approval of the financial statements by the Shareholders' Meeting.

Explanatory note - Part B - Assets

Intangible fixed assets

Movements in intangible fixed assets

Tangible fixed assets

Movements in tangible fixed assets

"Other tangible fixed assets" includes all motor vehicles used at worksites.

As previously noted in the introduction, a portion of these was subject to revaluation in 2020 under Italian Law no. 126/2020, which gave rise to higher depreciation and amortisation to the amount of € 9,911,670= in 2022.

Movements in revaluations

Finance lease transactions

Information on finance lease transactions

With reference to lease contracts that involve assumption by the Group of the majority of risks and rewards pertaining to the assets covered by the contracts, it is noted that the values would be presented in the financial statements in the event of applying the "finance method" rather than the "equity method" actually used.

The values, referring to the year in course, concern 138 contracts relating to worksite equipment.

Financial fixed assets

Movements in financial fixed assets: investments, receivables, other securities, treasury shares

The "derivative financial instruments" item includes the positive fair value of the IRS derivative financial instrument with maturity date of 01/11/2027 (notional value of €6,973,639) held to hedge a lease contract in place as at 31 December 2022 and totalling €393,514.

Investments

Current Assets

Inventories

Inventories of raw materials and consumables

Final inventories consist of raw materials and consumables, project materials and equipment, spare parts, other materials in stock at the main office and foreign branches. The difference between the initial and final amount is entered in part in item B-11 of the income statement.

Inventories of works in progress

The final amount is calculated by valuing separate works over several years awaiting commissioning by the clients. The difference between initial and final amount is entered in part in item A-3) of the income statement.

The increase primarily refers to the state of progress of orders at year-end.

Current Assets: Changes in receivables entered in Current Assets

The amount refers to trade receivables, due within 12 months, net of the loss allowance of €4,384,498 (increased by €650,000 in the year in question) and fully attributable to the Parent Company. This reserve has been recognised for tax purposes.

From subsidiaries

To associates

Tax assets

Tax receivables consist of: (i) receivables from Italian revenue amounting to €31,167,078= (of which €8,007,459= for VAT) and receivables relating to taxes paid abroad amounting to €45,341,452=.

Deferred tax assets

Prepaid taxes relate to exchange losses.

Receivables from others

Receivables from others consist of advances to suppliers amounting to €59,852,261= and various receivables amounting to €2,970,621=.

Current Assets: Changes in financial assets other than fixed assets

The amount of €22,571,891 =, fully attributable to the Parent Company, consists of a debenture loan of US$1,980,000= equal to €1,791,369= entered into with Mediobanca, a debenture loan of €5,000,000= entered into with Banca Intesa, the Eurizon fund of €1,000,000= at Intesa Sanpaolo, the Milan Urban Private Fund of €1,000,000= at Intesa Sanpaolo, €1,701,581= relating to a Sogelife Eur insurance policy, €7,159,601= relating to a Cali USD insurance policy and €4,456,892= in the Fondo Tages Helios II and €462,448= in minority shareholdings.

Current Assets: Changes in cash and cash equivalents

The item "Bank and post office deposits" includes amounts pertaining to the company on deposit in current accounts at banks and post offices. The balance of the company's accounts in foreign branches amounts to €84,046,720=.

"Cash on hand" includes cash at the headquarters, and cash available at worksites and foreign branches.

Accruals and deferrals in assets

Increases relate to costs incurred in the year relating to future years, costs relating to prepaid lease instalments and bank guarantee fees.

Explanatory Note - Part B - Liabilities and Equity

Equity

Changes in Equity

The expected cash flow hedge reserve consists of the MtM at 31/12/2022 of Interest Rate Swaps derivative contracts. The expected cash flow hedge reserve presents the fair value measurement, net of tax effects, of the derivative financial instrument that meets the requirements for recording in accordance with the hedge accounting method. In particular, it involves the fair value measurement at year-end of the IRS contract held for hedging purposes in relation to a lease contract.

Availability and use of Equity

KEY

A = for capital increase

B = to cover losses

C = for distribution to shareholders

Reconciliation of group equity

Provisions for risks and charges

Information on provisions for risks and charges

The provision for risks and charges includes allocation by the Parent Company of the value of deferred taxes relating to exchange rate differences totalling €1,682,777=, capital gains totalling €275,567= and the cash flow hedge reserve totalling €94,444=, as well as the negative amount of €596,606= of the 40% share in MGP Consortium - Peru, an associated company measured using the equity method.

Post-employment benefits

Information on post-employment benefits

The amount payable for post-employment benefits is calculated in accordance with the provisions in force governing employees and corresponds to the Parent Company's effective commitment towards individual employees on the reporting date, taking into account payments made, and excluding the portion allocated to supplementary pension funds and similar funds established by INPS.

Payables

Changes in payables

Payables to banks

The payables to banks item consists of payments of hot money by leading Italian credit institutions.

Advances

The "customer advance accounts" item includes:

Trade payables

The amount refers to trade payables, due within 12 months, and includes estimated amounts payable for invoices not yet received.

Payables to subsidiaries

Payables to associates

Tax liabilities

The tax liabilities amount consists of IRPEF totalling €1,129,424=, plus liabilities of the foreign branches amounting to €37,225,600= and liabilities relating to substitute tax on revaluation under Italian Law no.

126/2020 amounting to €398,043=.

Payables to pension and social security institutions

This item includes payables to social security institutions and pension funds, among which those relative to the foreign branches amount to €1,727,900=.

Other payables

Other payables includes wages and salaries to be paid totalling €14,706,934=, and various other payables totalling €2,435,277=.

Accruals and deferrals in liabilities

These are accruals and deferrals in liabilities that correspond to costs accrued in the year and due within 12 months, and include lease instalments totalling €1,185,503=, and other deferrals in liabilities totalling €1,260,654=.

Explanatory Note part B - Commitments and guarantees

The guarantees provided totalling €223,885,013= consist of bank and/or insurance sureties issued to clients to guarantee offers and the satisfactory performance of works as well as to the Financial Authorities for tax credits requested for repayment. The guarantees received totalling €22,706,294= consist of bank and/or insurance sureties issued in our favour by suppliers and/or subcontractors as a guarantee of the quality of supplied materials and/or work performed.

Explanatory Note - Part C - Income Statement

Value of production

The value of production realised by the Parent Company in the year amounts to €370,601,268=, plus €836,143,172= as revenue earned through the consolidated companies on a full and proportional basis; it was realised in the following geographical areas:

Other revenue and income

Raw, ancillary and consumable materials and goods

Breakdown of costs for services

Breakdown of use of third-party assets

Personnel

"Personnel costs" totalling €258,337,168= (€202,685,733= at 31 December 2021) covers costs incurred over the course of the year relating to employees.

In detail, the "salaries and wages" item records salaries and wages including portions accrued and not paid in relation to additional month's salary entitlements and holiday entitlements accrued and not used, gross of withholdings for taxes and social security contributions to be borne by to the employee; the "social security contributions" item records costs to be borne by the company, net of state-subsidised amounts, "postemployment benefits" includes allocations in the period to post-employment benefits.

Depreciation and impairment

"Amortisation, depreciation and impairment" totalling €38,442,446= (€30,437,718= at 31 December 2021) includes the amortisation and depreciation for the year of intangible and tangible assets and the impairment of receivables in current assets.

The receivables impairment item consists of an increase in the receivable loss allowance totalling €650,000= and the write-off of trade receivables in relation to the associated company SICIM Angola Ltd totalling €7,507,465=. The impairment was recognised after consideration of the data contained in the financial statement as at 31/12/2022, as well as the future prospects for development of SICIM Angola Ltd's activities. This analysis identified certain elements that indicate that the aforementioned receivable is no longer recoverable.

Breakdown of other management costs

Finance income and costs

Total income from investments

Breakdown of interest payable and other financial costs by type of payable

Investment costs totalling €5,727,232= arise from a reduction in investment interests, following commercial agreements signed in 2022, in associated company Ledcor & Sicim Limited Partnership - Canada, consolidated according to the proportional method.

Breakdown of other finance income

Breakdown of exchange gains and losses

Adjustments to the value of financial assets and liabilities

Breakdown of adjustments to the value of financial assets and liabilities

Adjustments to the value of assets include the 2022 profit (loss) of the non-consolidated subsidiaries/associates measured using the equity method, as well as the write-off of the value of the investment in SICIM Angola Ltd totalling €786,469= for the reasons outlined in "Impairment of receivables in current assets" above.

Taxes for the year

Breakdown of taxes for the year

Deferred taxes relate to exchange gains totalling €1,682,777= and disposal gains totalling €275,567=, while pre-paid taxes relate to exchange losses totalling €418,658=

Explanatory Note - Part D - Other Information

Information on subsequent events

No other subsequent events require reporting.

Data on employment

Remuneration of Directors and Statutory Auditors

Compensation due to the directors was paid during the year; the amount due to the auditors is yet to be paid.

Information pursuant to law no. 124, art. 1, para. 125-129 dated 4 August 2017:

In this regard it is noted that, in 2022, the Group received a grant (determined in accordance with the cash basis) of €414,333= from G.S.E. (Gestore Servizi Energetici) S.p.A., under the photovoltaic tariff incentivisation scheme.

Over the course of the year, the Group benefited from the following tax credits:

€180,000= under art. 19 of Italian Legislative Decree no. 73/2021

€9,740= under art. 1 of Italian Law no. 160/2019

€200,000= under art. 1 of Italian Law no. 178/2020

€787,834= under Italian Laws nos. 232/2016 and 178/2020

€29,316= under art. 1 of Italian Law no. 160/2019

€8,060= under Italian Law no. 106/2014

and Fondimpresa operating grants for employee training totalling €14,612=.

DIRECTORS' REPORT FOR THE FINANCIAL YEAR 2022

Dear Shareholders,

The financial statements and consolidated financial statements of Sicim S.p.A. (hereinafter also the "Company" or "Parent Company") for the year ended 31/12/2022 that we present to you show a profit of €14,204,184= and a profit of €44,244,630= respectively.

The Directors' Report of the Parent Company and the Directors' Report on the Consolidated Financial Statements are presented in a single document, placing greater emphasis, where appropriate, on matters relevant to all companies within the scope of consolidation.

The explanatory notes to the financial statements and consolidated financial statements set out the accounting policies applied. The financial statements and consolidated financial statements have been prepared in accordance with legal provisions and the OIC Italian accounting standards. Amounts are expressed in Euro and faithfully represent the economic, equity and financial situation of the Parent Company and the Group that, in addition to SICIM S.p.A., is made up of:

All companies listed above have been consolidated using the full method, with the exception of:

OPERATING CONDITIONS AND DEVELOPMENT OF THE BUSINESS

Production totals €1,206.7 million. Works in progress at the beginning of the year continued and in some cases were completed; meanwhile, works began on new orders acquired abroad during the year.

INVESTMENTS

Additional major investments were made in capital goods (buildings, systems, operating equipment and fixtures and fittings) for a total of €31.3 million, of which 21.2 million were directly financed and 10.1 acquired under lease arrangements.

Decommissioned items amounted to €6.5 million and the relative capital gains of €565,173= and capital losses of €519,152= were entered in the income statement for the year.

ECONOMIC, EQUITY AND FINANCIAL DATA

The income statement and equity and financial situation of the Company and the Group are set out here below.

The main elements of the income statement for the year 2022, reclassified to facilitate an analysis of operations and considered in light of comparative data from the previous year, can be summarised as follows:

CONSOLIDATED INCOME STATEMENT

INDIVIDUAL INCOME STATEMENT

The main elements of the equity and financial situation at 31 December 2022 considered in light of comparative data from the previous year can be summarised as follows:

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

With regard to "net financial debt", the following is the relative breakdown

With regard to "fixed asset financing indicators", the following is the relative breakdown

With regard to "financing structure ratios", the following is the relative breakdown

INDIVIDUAL STATEMENT OF FINANCIAL POSITION

With regard to "fixed asset financing indicators", the following is the relative breakdown

With regard to "financing structure ratios", the following is the relative breakdown

A classification of the statement of financial position according to "functional areas" is provided here below:

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Finally, with regard to "Profitability Ratios" the following is the relative breakdown

INDIVIDUAL STATEMENT OF FINANCIAL POSITION

Finally, with regard to "Profitability Ratios" the following is the relative breakdown

RELATIONS WITH SUBSIDIARIES AND ASSOCIATES

As regards relations with investees, reference should be made to the explanatory note to these financial statements, containing all relevant information.

RESEARCH AND DEVELOPMENT

With regard to the Group's Research and Development activity, it is noted that expenditure on R&D planning in 2022 amounted to €3,220,000= all included in the 2022 income statement and all attributable to the Parent Company.

TREASURY SHARES OR SHARES IN PARENT COMPANY

It is hereby specified that none of the subsidiaries hold, acquired or sold, shares in the Parent Company over the course of the year, either directly or via an intermediary, or through a trust company. The Company does not own any treasury shares.

INFORMATION ON RISKS AND UNCERTAINTIES IN ACCORDANCE WITH ART. 2428, PAR. 2 POINT 6 BIS, of the ITALIAN CIVIL CODE

Exchange rate risk

The diverse geographical distribution of the Group's commercial activities gives rise to exposure to the risk of exchange rate fluctuations due to the fact that some receipts and payments are in currencies other than Euro. That situation - together with the standard time lag between recognition on an accrual basis of revenue and costs in a currency other than that stated in the financial statements and the relevant cash flow effects - exposes the businesses to exchange rate risk. The most significant cases of exposure to exchange rate risk are monitored; it is not, however, Group policy to hedge against such exposure, as it does not regard such risk as significant.

Liquidity risk

The main instruments used by the Group to manage the risk of insufficient financial and commercial resources within the terms and by the dates set consist of informal quarterly financial plans, to enable full and accurate recognition and measurement of incoming and outgoing cash flows. Prudent management of the above risk involves maintaining an adequate level of cash and cash equivalents and adequate medium-term credit lines, primarily due to the dynamic nature of working capital and the business model of the Group.

Risk of changes in cash flows

It is the Group's policy to maintain an appropriate ratio of debt to profitability of the investees. Currently, the interest rate risk can be regarded as residual, as the Group has no bank loans, only variable-rate lease contracts. The Parent Company has entered into an IRS derivative financial instrument arrangement for hedging purposes in relation to a variable-rate lease contract.

Credit risk

Credit risk refers to the Group's exposure to potential losses arising from failure by the other parties to commercial and financial contracts to meet their obligations. The Group adopts specific procedures to monitor incoming payments and credit risk.

INFORMATION REGARDING THE ENVIRONMENT AND PERSONNEL

As regards information concerning the environment, it is hereby noted that the Group performs its activity in full compliance with legislation on the environment and hygiene in the workplace, which has become stricter than ever in light of the COVID-19 health emergency.

A special section of the explanatory note is devoted to information on employees, with particular reference to the average workforce in 2022.

Over the past year, the Group continued to pursue a policy of investing in its workforce, with the aim of improving the organisation model, including with a view to achieving greater operational flexibility with consequent benefits in terms of personnel costs.

The Company also updated the "Corporate Risk Assessment Document" under Italian Legislative Decree no. 81 of 9 April 2008.

OTHER INFORMATION

With a resolution of the Board of Directors of 29/06/2021, the Company adopted an updated version of the Organisation, Management and Control Model, in accordance with the terms of Legislative Decree no. 231/2001.

We hereby note that we have made use of the six-month extension for calling the annual Shareholders' Meeting, taking account of the provisions of art. 2364, par. 2 of the Italian Civil Code.

SECONDARY OFFICES

We list here below the company's secondary offices:

OUTLOOK

The orders acquired bring the order portfolio to approx. €1,981 million, primarily for works to be performed abroad.

The Group succeeded in containing the effects of the inflation situation that began in 2021 and continued into 2022, primarily by reviewing the prices set out in contracts entered into with clients. Additionally, its material and equipment procurement policy, which involves ordering goods from suppliers far in advance of receiving orders from clients, enabled it to withstand the scarcity of raw materials in 2021 and 2022.

Neither the Company nor the Group were directly affected by the consequences of the conflict between Russia and Ukraine that broke out in early 2022 and is yet to be resolved, and they continued to operate at all times in all countries where orders were and are under way. The results are evident in the individual and consolidated financial statements for the year just ended, which show significant growth in production volumes and profitability.

It is noted that 2022 was affected by higher depreciation, totalling €9.91 million, due to the Company's revaluation in 2020, in accordance with Italian Law no. 126/20, of certain tangible fixed asset items, primarily in the 'worksite equipment' and 'plant and machinery' categories.

The outlook appears positive for the future performance of the Group's activities.

Consolidated Financial Statements at 31 December 2022

(with relevant Independent Auditor's Report)

Auditor's Report pursuant to art. 14 of Legislative Decree no. 39 of 27 January 2010

To the Shareholders of

SICIM S.p.A.

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the Consolidated Financial Statements of the SICIM Group (hereinafter also the "Group"), which comprise the Statement of Financial Position at 31 December 2022, the Income Statement and the Statement of Cash Flows for the year ended on that date and the Explanatory Note.

In our opinion, the Consolidated Financial Statements offer a true and fair view of the equity and financial situation of the SICIM Group at 31 December 2022, and the profit/loss and cash flows for the financial year ended on that date, in conformity with Italian provisions governing their preparation.

Basis for opinion

We conducted the audit in accordance with the international auditing standards (ISA Italia). Our responsibilities are further described in the Independent Auditor's responsibilities for the audit of the Consolidated Financial Statements section of this report. We are independent of SICIM S.p.A., in accordance with the ethical and independence requirements and principles relevant to our audit of the financial statements in Italy. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other aspects - Comparative information

The consolidated financial statements of the SICIM Group for the year ended 31 December 2021 has been audited by another auditor who, on 13 June 2022, gave an unqualified opinion on the financial statements.

Responsibilities of the Directors and Board of Statutory Auditors of SICIM S.p.A. for the consolidated financial statements

The Directors are responsible for the preparation of consolidated financial statements that provide a true and fair view in accordance with the Italian provisions governing their preparation and, within the timeframe required by law, for such internal control as they determine necessary to enable the preparation of financial statements that are free from material misstatement due to fraud or error.

The Directors are responsible for assessing the ability of the Group to continue as a going concern and, in preparing the consolidated financial statements, for appropriate application of the going concern basis, as well as adequate disclosure of related matters. The Directors apply the going concern basis to the preparation of the consolidated financial statements unless they have determined that the conditions exist to liquidate the SICIM S.p.A. parent company or cease operations, or have no realistic alternative but to do so.

The Board of Statutory Auditors is responsible, within the timeframe required by law, to oversee the process of preparing the Group's financial information.

Independent Auditor's responsibilities for the audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Independent Auditor's Report that includes our opinion. Reasonable assurance is a high level of assurance, but it is not a guarantee that an audit conducted in accordance with IAS standards (ISA Italia) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

In performing the audit in accordance with international auditing standards (ISA Italia), we exercised our professional judgement and maintained appropriate professional scepticism throughout the audit. Furthermore:

We communicated with those charged with governance, identified at an appropriate level as required by ISA Italia, regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control identified during the audit.

Report on other statutory provisions and regulations

Opinion pursuant to art. 14, para. 2, letter e) of Legislative Decree no. 39/10

The Directors of SICIM S.p.A. are responsible for preparing the Directors' Report of the SICIM Group at 31 December 2022, and for its consistency with the relevant consolidated financial statements and compliance with legal provisions.

We performed the procedures indicated in auditing standard (SA Italia) 720B in order to express an opinion on the consistency of the Directors' Report with the consolidated financial statements of the SICIM Group at 31 December 2022 and on its compliance with legal provisions, and to issue a statement on any material misstatements.

In our opinion, the Directors' Report is consistent with the SICIM Group's consolidated financial statements at 31 December 2022 and has been prepared in conformity with the legal provisions.

With reference to the statement pursuant to art. 14, par. 2, letter e) of Italian Legislative Decree no. 39/10, issued on the basis of the knowledge and understanding of the company and its context obtained over the course of the audit, we have nothing to report.

Board of Statutory Auditors' Report on the Consolidated Financial Statements at 31/12/2022

To the Shareholders of SICIM S.p.A.

We refer to the oversight activity carried out by us in relation to Sicim S.p.A., as a company required to prepare the consolidated financial statements for the Sicim Group as it meets the conditions set out by law.

We examined the draft consolidated financial statements of the company Sicim S.p.A. at 31/12/2022, prepared by the Administrative Body in accordance with the law, and communicated by the latter to the Board of Statutory Auditors together with the detailed statements and annexes.

The consolidated financial statements have been subject to independent audit by the KPMG S.p.A. audit firm, which issued a dedicated unqualified report, drawing no attention to disclosures.

In light of the above, this report is prepared solely for the purposes of reporting on the profit for the year achieved by the Group led by Sicim S.p.A., and the activities carried out in accordance with its duties under art. 2403 of the Italian Civil Code, and must be considered alongside the Independent Auditor's Report.

As the Board of Statutory Auditors is not required to perform an analytical assessment of the content of the Consolidated Financial Statements, we verified the general presentation of the same by the directors and compliance with legal provisions on format and structure.

To that end, the Board of Statutory Auditors met internally and with members of the independent auditing company to obtain the information required and/or useful to prepare this report.

In accordance with Italian Legislative Decree no. 127/1991, the Consolidated Financial Statements as at 31 December 2022 consist of the Statement of Financial Position, Income Statement, Statement of Cash Flows and Explanatory Note and are accompanied by the Directors' Report.

With reference to the documentation examined, the Board notes that:

We have, within our remit, verified that the Consolidated Financial Statements correspond to the facts and information of which we are aware having carried out our duties, and we have no observations to report.

Upon completion of the work performed, and taking into account the content of the Independent Auditor's Report, the Board considers that it can state that the overall Consolidated Financial Statements at 31 December 2022, submitted for the attention of the shareholders, comply with the provisions governing their preparation and provide a fair presentation of the equity and financial situation and profit of the Sicim Group for the year ended 31/12/2022.

MINUTES OF THE ORDINARY SHAREHOLDERS' MEETING OF 29/06/2023

On 29 June 2023, at 10.30 am, at the registered office in Busseto, the shareholders of SICIM S.p.A. met in the ordinary shareholders' meeting to discuss the items on the following

AGENDA

- Financial Statements at 31/12/2022

- Consolidated Financial Statements at 31/12/2022

- Corporate offices

- Any other business

The Chairman, Mr. Attilio Cagnani, called on Mr. Guido Cagnani to act as secretary and observed and announced that:

The Chairman opened the meeting by illustrating the Report of the Board of Directors for the parent company and the group and the respective financial statements at 31.12.2022, including the required Explanatory Note and the Statement of Cash Flows of the parent company.

The Chairman clarified that, even if the Group Consolidated Financial Statements are not subject to approval by the Shareholders' Meeting, they constitute supplementary information provided with the Financial Statements of Sicim S.p.A. for the year ending 31/12/2022.

Mr Stefano Bussolati presented the Board of Statutory Auditors' Reports on the financial statements of the Parent Company and the consolidated financial statements, as well as the respective reports drafted by the KPMG audit firm.

After extensive and exhaustive discussion, the shareholders' meeting unanimously voted to approve the financial statements and annexed documents.

With regard to the profit for the year, the meeting resolved to allocate it in full to the Extraordinary reserve.

Relative to the third item on the agenda, the Chairman informed the meeting that the term of office of the Board of Statutory Auditors had expired.

The meeting, acknowledging this, unanimously resolved to elect the following members of the Board of Auditors for the three-year term 2023-2025, and specifically until the date of the shareholders' meeting for approval of the financial statements at 31.12.2025:

There being no further business to discuss, the meeting was adjourned at 12.00 am.