Immsi S p A : Interim Report on Operations as of 31 March 2024

Share capital €178,464,000 fully paid up

Registered office: Piazza Vilfredo Pareto, 3 - 46100 Mantova

Mantova Register of Companies - Tax code and VAT registration number

07918540019

Interim Report

on

Operations

31 March 2024

This Interim Financial Report as of 31 March 2024 has been translated into English solely for the convenience of the international reader. In the event of conflict or inconsistency between the terms used in the Italian version of the report and the English version, the Italian version shall prevail, as the Italian version constitutes the sole official document

Contents:

Company boards…………..………………….....……………………….………………	page 4
Financial highlights of the Immsi Group	page	7
Alternative non-GAAP performance indicators……………………………………………….	page 9
Form and content…....……………………………………………………………………………	page 9
Scope of consolidation……………..……………………………………………………………	page 12
Reclassified consolidated financial statements and relative notes………	page	13
Directors' comments on operations………………………	page	22
Events occurring after 31 March 2024 and operating outlook……..………………………...	page	26

This document was approved by the Board of Directors of Immsi S.p.A. on 13 May 2024 and is available to the public at the Company's registered office,

in the authorised 'eMarket STORAGE' system available at www.emarketstorage.it and on the Issuer's website www.immsi.it (section: "Investors/Financial reports/2024")

COMPANY BOARDS

The Board of Directors and the Audit Committee of Immsi S.p.A. in office at the date of presentation of this report will remain in office until the date the Shareholders' Meeting is convened to approve the financial statements for the year ending 31 December 2026.

BOARD

OF DIRECTORS

____________________________________________________________________________________________________

Matteo Colaninno	Chairman
Daniele Discepolo	Deputy Chairman
Michele Colaninno	Chief Executive Officer
Giovanni Barbara	Director
Fabrizio Quarta	Director
Gianpiero Succi	Director
Ruggero Magnoni	Director
Giulia Molteni	Director
Anna Lucia Muserra	Director
Rosanna Ricci	Director
Alessandra Simonotto	Director
Patrizia De Pasquale	Director

AUDIT COMMITTEE

____________________________________________________________________________________________________

Giovanni Barbara	Chairman
Anna Lucia Muserra
Daniele Discepolo

INDEPENDENT

AUDITORS

____________________________________________________________________________________________________

Deloitte & Touche S.p.A.

2021 - 2029

GENERAL MANAGER

____________________________________________________________________________________________________

Michele Colaninno

In accordance with the principles of Corporate Governance recommended by the Corporate Governance Code (January 2020 version), and pursuant to Legislative Decree 231/01, the Board of Directors has established the following bodies:

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Immsi Group

Interim Report on Operations

RISK AND SUSTAINABILITY COMMITTEE

____________________________________________________________________________________________________

Daniele Discepolo	Chairman
Anna Lucia Muserra
Giovanni Barbara

RELATED-PARTY COMMITTEE

____________________________________________________________________________________________________

Rosanna Ricci	Chairman
Daniele Discepolo
Patrizia De Pasquale

APPOINTMENT PROPOSAL AND REMUNERATION COMMITTEE

____________________________________________________________________________________________________

Daniele Discepolo	Chairman
Giovanni Barbara
Rosanna Ricci

COMPLIANCE COMMITTEE

____________________________________________________________________________________________________

Marco Reboa	Chairman
Giovanni Barbara
Maurizio Strozzi

WHISTLEBLOWING COMMITTEE

____________________________________________________________________________________________________

Marco Reboa	Chairman
Giovanni Barbara
Maurizio Strozzi

LEAD INDEPENDENT DIRECTOR

____________________________________________________________________________________________________

Daniele Discepolo

CHIEF EXECUTIVE OFFICER

____________________________________________________________________________________________________

Michele Colaninno

INTERNAL AUDIT MANAGER

____________________________________________________________________________________________________

Maurizio Strozzi

MANAGER IN CHARGE OF PREPARING THE COMPANY ACCOUNTS

____________________________________________________________________________________________________

Stefano Tenucci

INVESTOR RELATOR

____________________________________________________________________________________________________

Stefano Tenucci

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Immsi Group

Interim Report on Operations

All information on powers reserved for the Board of Directors, the authority granted to the Chairman and CEO, as well as functions of various Committees of the Board of Directors, is available in the Governance section of the Issuer's website www.immsi.it.

The Shareholders' Meeting of Immsi S.p.A. held on 29 April 2024 approved:

• the proposals for amendments to the Articles of Association relating to the adoption of the so-calledone-tier administration and control model, which will have a Board of Directors responsible for the management function, and an Audit Committee, set up within the Board itself, with control functions;
• further amendments to the Articles of Association, also in line with the most recent practices and guidelines, for which reference should be made to the relevant explanatory report (see the Issuer's website www.immsi.it, Governance section).

The adoption of the one-tier system is instrumental in further improving the profitable and timely synergy between the management and control functions, to the benefit of the Company and all its stakeholders, and confirms, once again, Immsi's constant focus on complying with international best practices in terms of governance, as this model is the most widely used by issuers listed on European and international stock markets.

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Interim Report on Operations

Financial highlights of the Immsi Group

The Immsi Group closed the first quarter of 2024 at its highest ever levels of margins, despite the temporary slowdown in some markets, particularly in Asia, leading to a decline in revenues. Net sales amounted to €434.8 million, down 21.4% compared to the same period of 2023, EBIT at 31 March 2024 was down 9.6%, but as a percentage of turnover amounted to 8.4%, an improvement of more than one percentage point compared to the same period of the previous year (7.3% at 31 March 2023); Net profit, including the share of non-controlling interests, amounted to €8.4 million in the first three months of 2024, compared to a profit of €15.6 million at 31 March 2023.

Net financial debt at 31 March 2024 amounted to €894.6 million, an increase of approximately €67.2 million compared to 31 December 2023 (€827.4 million).

For a clearer interpretation, the following is reported on a preliminary basis:

• The "property and holding sector" consolidated the financial position and performance of Immsi S.p.A., Immsi Audit S.c.a r.l., ISM Investimenti S.p.A., Is Molas S.p.A., Apuliae S.r.l. in liquidation and RCN Finanziaria S.p.A., as well as intergroup eliminations;
• the "industrial sector" includes the companies owned by the Piaggio group, while
• the "marine sector" includes Intermarine S.p.A..

Some of the main financial data of the Immsi Group are presented below, divided by business segment and determined, as already stated, in accordance with international accounting standards (IAS/IFRS). A more detailed description of the figures below may be found further on in this paragraph.

The Immsi Group at 31 March 2024

	Property		Industrial		Marine		Immsi
	and holding	as	sector	as a %	sector	as a %	Group	as a %
In thousands of Euros	sector	a %
Net revenues	325		428,037		6,508		434,870
Operating income before depreciation	-2,056	n/m	75,310	17.6%	-2,161	-33.2%	71,093	16.3%
and amortisation (EBITDA)
Operating income (EBIT)	-2,446	n/m	41,347	9.7%	-2,439	-37.5%	36,462	8.4%
Profit before tax	-7,852	n/m	28,300	6.6%	-4,098	-63.0%	16,350	3.8%
Profit (loss) for the period including	-7,170	n/m	18,678	4.4%	-3,143	-48.3%	8,365	1.9%
minority interests
Group earnings for the period (which	-5,399	n/m	9,456	2.2%	-2,279	-35.0%	1,778	0.4%
may be consolidated)
Net debt	-314,918		-498,004		-81,648		-894,570
Personnel (number)	52		6,441		212		6,705

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Hereunder we give the same table referring to the same period of the preceding year. A comparison between the two periods is made in the specific comment related to the single business sectors presented further on.

The Immsi Group at 31 March 2023

	Property		Industrial		Marine		Immsi
	and holding	as a	sector	as a %	sector	as a %	Group	as a %
In thousands of Euros	sector	%
Net revenues (*)	409		543,927		9,163		553,499
Operating income before depreciation and	-1,942	n/m	81,049	14.9%	-2,035	-22.2%	77,072	13.9%
amortisation (EBITDA)
Operating income (EBIT)	-2,215	n/m	44,868	8.2%	-2,334	-25.5%	40,319	7.3%
Profit before tax	-6,381	n/m	36,502	6.7%	-3,447	-37.6%	26,674	4.8%
Profit (loss) for the period including minority	-5,891	n/m	24,091	4.4%	-2,649	-28.9%	15,551	2.8%
interests
Group earnings for the period (which may be	-4,369	n/m	12,183	2.2%	-1,921	-21.0%	5,893	1.1%
consolidated)
Net debt	-308,853		-428,038		-67,567		-804,458
Personnel (number)	55		6,429		221		6,705

1. with reference to the industrial sector, following the contractual changes made from 2024 to the sell-out promotions for the Indian market, the costs of the aforementioned promotions, previously allocated to the provision of services, are now allocated as a deduction of revenues. Although the value is to be considered negligible, €2.9 million was reclassified from cost of services to lower revenue in the first quarter of 2023, in order to allow for a better comparability with 2024 figures.

The data in the previous tables refer to results that may be consolidated, i.e. net in particular of revenues and intergroup costs and any dividends of subsidiaries.

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Alternative non-GAAP performance indicators

This Report contains some indicators that, although not indicated by IFRS ("Non-GAAP Measures"), derive from IFRS financial measures.

These indicators - which are presented to allow a better assessment of the Group's operating performance - should not be considered as an alternative to IFRS measures. They are identical to those contained in the Annual Report and Financial Statements at 31 December 2023 and in the periodical quarterly reports of the Immsi Group.

Moreover, the procedures for determining these indicators are not specifically regulated by reference accounting standards, so they might not be uniform with the measures adopted by other entities and therefore might not be sufficiently comparable.

In particular, the following alternative performance indicators have been used:

• EBITDA: defined as operating income before amortisation/depreciation and impairment costs of intangible assets and plant, property and equipment, as reported in the consolidated income statement;
• Net debt (or net financial position): equal to financial liabilities (current and non-current) including trade payables and other non-current payables that include a significant component of implicit (or explicit) finance, minus cash and cash equivalents, and current financial receivables (ESMA Guidance 2021 / 32-382-1138). On the other hand, as determined by the Immsi Group, net financial debt does not consider derivative financial instruments designated as hedging and non-hedging, fair value adjustments of the related hedged items and related accruals, fair value adjustments of financial liabilities, payables and accruals for interest accrued on bank loans, interest accrued on loans to third party shareholders.
  A detailed table highlighting the items that contribute to the indicator is included in this Report.

Form and content

Italian Legislative Decree 25 of 2016, which implemented the new Directive Transparency II (2013/50/EU), eliminated the obligation of publication of the interim Report on Operations. The decision to continue to publish information on the first quarter and the first nine months of the Immsi Group was taken in continuity with the past, also in the light of changes in the regulatory framework. In this regard, it should be noted that Consob, with Resolution no. 19770 of 26 October 2016, approved the amendments to the Issuer Regulations on interim reports on operations (additional periodic financial information) through the introduction of the new Article 82-ter. The new provisions shall apply from 2 January 2017.

The disclosure on subsequent events and the operating outlook is provided later in the specific paragraph of this Report.

As provided for by Consob communication no. DEM/5073567 of 4 November 2005, the Company has indicated fewer details than required by IAS 34 - Interim Financial Reporting.

The information in this Report should be read together with the Consolidated Financial Statements at 31 December 2023, prepared according to IFRS.

The reclassified Income Statement and Statement of Comprehensive Income for the first three months of 2024 are given below, compared to the same period of 2023, as well as the reclassified Statement of Financial Position at 31 March 2024, compared to the situation at 31 December 2023

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Interim Report on Operations

and 31 March 2023 and the Statement of Cash Flows at 31 March 2024 compared to the same period of 2023. The Statement of changes in shareholders' equity at 31 March 2024, compared with figures for the same period of the previous year is also presented.

In the first three months of 2024, and same period in 2023, there were no significant non-recurring transactions, as defined by Consob Communication no. DEM/6064293 of 28 July 2006, nor were there atypical or unusual transactions, as defined by Consob Communications no. DEM/6037577 of 28 April 2006 and no. DEM/6064293 of 28 July 2006.

The Executive in charge of financial reporting Stefano Tenucci, hereby declares, in accordance with paragraph 2 of Article 154-bis of the Consolidated Finance Act, that the accounting disclosure in this document corresponds to accounting records.

The preparation of the Interim Report on Operations required the Management to make estimates and assumptions that particularly affect the reported amounts of revenues, expenses, assets and liabilities recorded in the financial statements and disclosure of contingent assets and liabilities at the closing date of the period. If in the future such estimates and assumptions deviate from the actual circumstances, the original estimates and assumptions will be modified as appropriate in the year in which the circumstances should change. In addition, some evaluative processes, particularly the more complex ones such as the determination of impairment losses on intangible assets, are generally carried out completely only at the time of drawing up the annual financial statements, when all the potentially necessary information is available, saving the cases in which there are indicators of impairment that require immediate evaluation of possible impairment of assets.

This document may include forward-looking statements, regarding future events and operating, economic and financial results of the Immsi Group. Said statements have a certain degree of risk and uncertainty by nature, since they depend on the occurrence of future events and developments. The actual results may differ even significantly compared to the forecast ones, in relation to several factors.

The Group's activities, especially those regarding the industrial sector and the tourist/hospitality industries, are subject to significant seasonal changes in sales during the year.

The financial statements are prepared using the going concern assumption. The Directors considered that despite the uncertainty caused by ongoing geopolitical tensions and all their consequences, currently available funds, in addition to those generated from operating and financing activities, will enable the Group to meet its own needs arising from investments, management of working capital and repayment of debts, also bearing in mind the credit lines maturing in the next 12 months and the Group's financial commitments, and will ensure an adequate level of operational and strategic flexibility.

This Interim Report on Operations is expressed in Euros since that is the currency in which most of the Group's transactions take place. Unless stated otherwise, the figures in the financial statements and explanatory notes that follow are expressed in thousands of Euros.

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Interim Report on Operations