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Industrie De Nora

Quarterly Report Aug 6, 2024

4198_ir_2024-08-06_ad1c2d64-e05a-42b2-a14e-233d18cc0505.pdf

Quarterly Report

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Half Year Financial Report

as of June 30

Industrie De Nora

Corporate Bodies

Group Structure as of June 30, 2024

Interim Management Report

Condensed Consolidated Half Year Financial Statements

Industrie De Nora

00

Corporate Bodies

Board of Directors1

Executive Chairperson Federico De Nora(*)

Chief Executive Officer Paolo Enrico Dellachà(*)

Directors

Stefano Venier Maria Giovanna Calloni(**) Mario Cesari Michelangelo Mantero Anna Chiara Svelto(**) Elisabetta Oliveri(**) Paola Bonandrini Giovanni Toffoli(**) Alessandro Garrone(**) Giorgio Metta(**)

Board of Statutory Auditors

Chairperson Marcello Del Prete

Statutory Auditors Beatrice Bompieri Guido Sazbon

Alternate Auditors Pierpaolo Giuseppe Galimi Gianluigi Lapietra Raffaella Piraccini

Risk, Control and ESG Committee

Chairperson - Anna Chiara Svelto Giovanni Toffoli Paola Bonandrini

Appointments and Remuneration Committee

Chairperson - Elisabetta Oliveri Mario Cesari Maria Giovanna Calloni

Strategies Committee

Chairperson - Paolo Enrico Dellachà Federico De Nora Mario Cesari Stefano Venier Paola Bonandrini

Related Parties Committee

Chairperson - Maria Giovanna Calloni Anna Chiara Svelto Elisabetta Oliveri

Manager responsible for preparing the Company's financial reports

Luca Oglialoro

Independent Auditors

PricewaterhouseCoopers S.p.A.2

Supervisory Body

Chairperson - Gianluca Sardo Silvio Necchi Claudio Vitacca

(*) Executive director.

1 Appointed by the Shareholders' Meeting of March 9, 2022 (with the exception of the Directors Stefano Venier appointed on April 28, 2022, Alessandro Garrone appointed on June 20, 2022, Paola Bonandrini appointed on April 28, 2023, already co-opted on March 22, 2023, Giorgio Metta appointed on April 24, 2024, already co-opted on July 31, 2023, Anna Chiara Svelto appointed via co-optation on May 8, 2024). The Board of Directors is in office until the approval of the Financial Statements as at December 31, 2024.

(**) Independent director pursuant to Articles 147-ter, paragraph 4, and 148, paragraph 3, of the TUF (Consolidated Law on Finance) and Art. 2 of the Corporate Governance Code.

2 Appointed by the Shareholders' Meeting on February 18, 2022 for the period covering 2022 - 2030.

Group Structure as of June 30, 2024

Below is the Group structure with an indication of the companies belonging to the Group and the investment held

by the parent company, directly or indirectly, in each subsidiary at June 30, 2024.

Industrie De Nora S.p.A. Italy

There were no changes in the Group structure during the first half of 2024. 146.32% Indian Stock exchange + promoters 2 50.19% Thyssenkrupp Projekt 1 GmbH; 23.96% free float 320% Mr. Bu Bingxin 4 20% Biocatters Holding, LLC 510% SNAM S.p.A. 694.9% venture capital or corporate venture

capital and promoters

Legal Entity Branch Office

Interim Management Report

Global Economic Outlook3

Global activity and world trade firmed up at the beginning of the year, with trade spurred by strong exports from Asia, particularly in the technology sector. First quarter growth surprised on the upside in many countries, although downside surprises in Japan and the United States were notable. In contrast, shoots of economic recovery materialized in Europe, led by an improvement in services activity. In China, resurgent domestic consumption propelled the positive upside in the first quarter, aided by what looked to be a temporary surge in exports belatedly reconnecting with last year's rise in global demand.

Meanwhile, the momentum on global disinflation is slowing, signaling bumps along the path. This reflects different sectoral dynamics: the persistence of higher-than-average inflation in services prices, tempered to some extent by stronger disinflation in the prices of goods. Nominal wage growth remains brisk, above price inflation in some countries, partly reflecting the outcome of wage negotiations earlier this year and short-term inflation expectations that remain above target. The uptick in sequential inflation in the United States during the first quarter has delayed policy normalization. This has put other advanced economies, such as the euro area and Canada, where underlying inflation is cooling more in line with expectations, ahead of the United States in the easing cycle. At the same time, a number of central banks in emerging market economies remain cautious in regard to cutting rates owing to external risks triggered by changes in interest rate differentials and associated depreciation of those economies' currencies against the dollar.

At 3.2 percent in 2024 and 3.3 percent in 2025, the forecast for global economic growth is broadly unchanged from previous outlook.

Projections are based on upward revisions to commodity prices, including a rise in nonfuel prices by 5 percent in 2024. Monetary policy rates of major central banks are still expected to decline in the second half of 2024, with divergence in the pace of normalization reflecting varied inflation circumstances.

Among advanced economies, growth is expected to converge over the coming quarters. In the United States, projected growth is revised downward to 2.6 percent in 2024 (0.1 percentage point lower than projected in April), reflecting the slower-than-expected start to the year. Growth is expected to slow to 1.9 percent in 2025.

In the euro area, activity appears to have bottomed out. In line with the April 2024 projection, a modest pickup of 0.9 percent is expected for 2024 (an upward revision of 0.1 percentage point); growth is projected to rise to 1.5 percent in 2025. This is underpinned by stronger consumption on the back of rising real wages, as well as higher investment from easing financing conditions amid gradual monetary policy loosening this year.

In Japan, the strong shunto wage settlement is expected to support a turnaround in private consumption starting in the second half. But the expectation for 2024 growth is revised downward by 0.2 percentage point, with the downward adjustment largely reflecting temporary supply disruptions and weak private investment in the first quarter.

3 Source: IMF -World economic outlook update Jul 2024

The forecast for growth in emerging market and developing economies is revised upward; the projected increase is powered by stronger activity in Asia, particularly China and India. For China, the growth forecast is revised upward to 5 percent in 2024, primarily on account of a rebound in private consumption and strong exports in the first quarter. In 2025, GDP is projected to slow to 4.5 percent, and to continue to decelerate over the medium term to 3.3 percent by 2029, because of headwinds from aging and slowing productivity growth. The forecast for growth in India has also been revised upward, to 7.0 percent, this year.

With regard to Latin America and the Caribbean, growth has been revised downward for 2024 in Brazil, reflecting the near-term impact of flooding, and in Mexico, due to moderation in demand. However, growth has been revised upwards in 2025 for Brazil to reflect reconstruction following the floods and supportive structural factors (for example, acceleration in hydrocarbon production).

For the Middle East and Central Asia, oil production and regional conflicts continue to weigh on prospects. The growth forecast for 2024 in Saudi Arabia has been revised downward by 0.9 percentage point; the adjustment reflects mainly the extension of oil production cuts.

World trade growth is expected to recover to about 3 percent annually in 2024–25 (from quasi stagnation in 2023) and align with global GDP growth again. The uptick in the first quarter of this year is expected to moderate as manufacturing remains subdued. Although crossborder trade restrictions have surged, harming trade between geopolitically distant blocs, the global trade-to-GDP ratio is expected to remain stable in the projection.

In advanced economies, the revised forecast is for the pace of disinflation to slow in 2024 and 2025. That is because inflation in prices for services is now expected to be more persistent and

commodity prices higher. However, the gradual cooling of labor markets, together with an expected decline in energy prices, should bring headline inflation back to target by the end of 2025. Inflation is expected to remain higher in emerging market and developing economies (and to drop more slowly) than in advanced economies. However, partly thanks to falling energy prices, inflation is already close to prepandemic levels for the emerging market and developing economy.

Overall, risks to the outlook remain balanced, but some near-term risks have gained prominence. These include upside risks to inflation that stem from a lack of progress on services disinflation and price pressures emanating from renewed trade or geopolitical tensions. Risks of persistent inflation in the services sector are tied to both wage and price setting, given that labor accounts for a high share of the costs in that sector. Higher nominal wage growth, which in some cases reflects the catch-up of real wages, if accompanied by weak productivity, could make it difficult for firms to moderate price increases, especially when profit margins are already squeezed. The escalation of trade tensions could further raise near-term risks to inflation by increasing the cost of imported goods along the supply chain.

The risk of elevated inflation has raised the prospects of higher-for-even-longer interest rates, which in turn increases fiscal, and financial risks. Prolonged dollar appreciation arising from rate disparities could disrupt capital flows and impede planned monetary policy easing, which could adversely impact growth.

The potential for significant swings in economic policy as a result of elections this year, with negative spillovers to the rest of the world, has increased the uncertainty around the baseline. Trade tariffs, alongside a scaling up of industrial policies worldwide, can generate damaging cross-border spillovers, as well as trigger retaliation, resulting in a costly race to the bottom. By contrast,

policies that promote multilateralism and a faster implementation of macrostructural reforms could boost supply gains, productivity, and growth, with positive spillovers worldwide.

As output gaps start to close and inflation recedes, policymakers face two tasks: persevering with restoring price stability and addressing the legacies of recent crises. In the near term, this will require careful calibration and sequencing of the policy mix. In countries where upside risks to inflation have materialized, central banks should refrain from easing too early and remain open to further tightening should it become necessary. Where inflation data signal a durable return to price stability, monetary policy easing should proceed gradually, which would simultaneously provide room for the required fiscal consolidation to take place.

Near-term challenges aside, policymakers must act now to revitalize medium-term growth prospects.

The misuse of inward and domestically oriented policies compromises the ability to tackle global challenges—such as climate change—in regard to which multilateral cooperation and trade are vital. These policies are also often inadequate to address domestic issues, as they increase fiscal pressures and risk further distortions such as resource misallocation. All countries should thus scale back on use of trade-distorting measures and strive instead to strengthen the multilateral trading system.

Currencies

The following table summarizes the main reference foreign currencies of De Nora Group (transaction currency or functional currencies of foreign entities belonging to the Group) for the reporting period and the corresponding period of 2022 and the relative foreign exchange rates:

Half-Year ended Exchange rate at
Currency June 30, 2024 June 30, 2023 June 30, 2024 December 31, 2023
US Dollar 1.0813 1.0809 1.0705 1.1050
Japanese Yen 164.4614 145.7753 171.9400 156.3300
Indian Rupee 89.9862 88.8562 89.2495 91.9045
Chinese Yuan Renminbi 7.8011 7.4906 7.7748 7.8509
Brazilian Real 5.4922 5.4827 5.8915 5.3618
GB Pound 0.8547 0.8763 0.8464 0.8691

Average exchange rate for the First

In addition to the Euro, the most important currencies for the Group are the US dollar and the Japanese Yen: the US dollar has revaluated by approximately 3% in the first half of 2024, while the Japanese Yen recorded a devaluation of about 10%. Also relevant, albeit to a

lesser extent in terms of impact on the Group's performance, are the revaluation of the Chinese Yuan Renminbi (approximately +1%), the devaluation of the Brazilian real (approximately -10%) and the revaluation of the GB Pound and Indian Rupee (both approximately +3%).

Information for the investors

Industrie De Nora share

De Nora stock closed the first half of 2024 at 11.20 euros per share, down 28% from the beginning of the year. The stock's performance mirrored the trends of major pure-play companies in the green hydrogen sector, which have experienced a downward trend over the past twelve months. This is mainly due to financial markets' expectations of slower growth in the green hydrogen market than previously anticipated.

In particular, the market's evolution reflected uncertainties and delays related to public support policies and subsidies for this sector in specific regions, particularly in US (regarding the IRA) and in Europe. However, some positive signs have recently emerged, such as the activities of the European Hydrogen Bank. The sector has also been affected by the high cost of capital, which is known to negatively impact stocks with high-growth potential.

Over the past 12 months, De Nora's stock has performed positively compared to major pure-play hydrogen companies, as shown in the graph below. This is due to positive financial results for 2023, not only in the Business Energy Transition segment but also in traditional businesses such as Electrodes Technologies and Water Technologies.

The average daily trading volume in the first six months of 2024 was 147,523 shares, with an average value of approximately Euro 2.02 million.

Lastly, it should be noted that on November 9, 2023 the parent company Industrie De Nora S.p.A. launched the buyback program, already authorized by the Shareholders' Meeting of April 28, 2023, aimed at implementing the remuneration policies adopted by the Company and, specifically, to fulfill the obligations deriving from compensation plans based on financial instruments pursuant to Article 114-bis of the TUF (Italian Consolidated Law on Finance) already adopted by the Company (Performance Share Plan), and from any other plans that should be approved. Moreover the buyback plan is coherent with the objective to pursue future business and financial projects consistent with the Company's strategic guidelines (such as M&A transactions). The program ended on April 12, 2024. During the first half of 2024, the Company purchased a total of 1,841,495 treasury shares, amounting to 0.91% of the Share Capital; 7,070 of these shares were subsequently assigned to the management based on existing incentive plans.

Investor Relations

During the first half of 2024, the Company conducted an intensive and transparent investor relations activity, engaging in numerous contacts with the national and international financial community. In total, over 150 investment firms, including shareholders and potential investors, were met, of which 68% classified as Socially Responsible.

De Nora participated in various roadshows and conferences organized by major international brokers, arranged conference calls dedicated to analysts following the publication of annual and quarterly results, and organized eight dedicated visits for analysts and investors to its Research and Development laboratories located in Milan. Additionally, in March, the Company, in conjunction with tk nucera, organized an open house event at its Rodenbach facility in Germany, aimed at showcasing its technology and production activities to the financial community.

Investors continued to show interest in De Nora's equity story despite the unfavorable market conditions, highlighting not only the Group's profitable business model but also its strong sustainability profile, which was further emphasized by the ESG Plan for 2030 approved in December 2023. With regard to ESG investors, the Company participated in engagement meetings on sustainability topics proposed by some shareholders during the semester. It is noteworthy that, according to an

analysis by Shareholders Identification conducted by an external provider4, as of December 31, 2023, 42.7% of institutional investors were classified as "ESG Investors".

As of June 30, 2024, De Nora's stock is covered by eight financial analysts (6 Buy, 1 Neutral, 1 Reduce) from prestigious national and international brokers, including two who started covering the stock in the first quarter of 2024. The average target price set by analysts as of June 30, 2024, was €15.80.

Relations and engagement with investors and financial analysts plays a key role for the Group and will continue to be further developed and strengthened over the next financial years.

Industrie De Nora share - Euronext Milan
(Euro)
Period
01/01/2024 - 30/06/2024
Maximum (January 2, 2024) 15.56
Minimum (June 28, 2024) 11.20
Average 13.63
End of period price (June 28, 2024) 11.20
Capitalization as at June 28, 2024 – ¤ million 2,259

Performance of Industrie De Nora shares in the last 12 months (June 30, 2023 – June 30, 2024), compared to some national and international benchmark stock indices

4 Nasdaq IR Insight

Performance of Industrie De Nora shares in the last 12 months (June 30, 2023 – June 30, 2024), compared to some competitors active in the green hydrogen market

Share Capital of Industrie De Nora S.p.A. as at June 30, 2024
-- --------------------------------------------------------------- -- --
Number of shares Number of voting
rights
Share capital (Euro) 18,268,203.90 18,268,203.90
Total shares 201,685,174 502,647,564
Ordinary shares 51,203,979 51,203,979
Multiple voting shares (*) 150,481,195 451,443,585

(*) Owned by the shareholders Federico De Nora, Federico De Nora S.p.A., Norfin S.p.A. and Asset Company 10 S.r.l. Multiple voting shares are not admitted to trading on Euronext Milan and are not counted in the free float and market capitalization value. The multiple voting shares grant 3 votes at the shareholders' meeting.

Alternative Performance Indicators

In this document, in addition to the financial measures provided for by International Financial Reporting Standards (IFRS), a number of measures derived from the latter are presented even though they are not provided for by IFRS (Non-GAAP Measures) in line with ESMA's guidelines on Alternative Performance Indicators (ESMA/2015/1415 Guidelines, adopted by Consob with Communication No. 92543 of December 3, 2015) published on October 5, 2015. These measures are presented in order to enable a better assessment of the Group's operating performance and should not be regarded as alternatives to IFRS. Specifically, the Non-GAAP Measures used are as follows:

  • EBITDA is defined as the profit for the period adding back the following items of the consolidated income statement: (i) income taxes; (ii) finance charges; (iii) finance income; (iv) share of profit of equity-accounted investees; (v) amortization/depreciation; (vi) impairment and reinstatement of property, plant and equipment; (vii) write-down of goodwill and other intangible assets.
  • Adjusted EBITDA is defined as EBITDA adjusted for: i) certain charges/(income) of a non-recurring nature; ii) certain accrual of provisions for risks and charges net of related utilizations and releases of a non-recurring nature.
  • EBITDA Margin is calculated as the ratio of EBITDA to Revenues.
  • Adjusted EBITDA Margin is calculated as the ratio of Adjusted EBITDA to Revenues.
  • Adjusted EBIT is defined as EBIT adjusted for: i) certain charges/ (income) of a non-recurring nature; ii) certain accrual of provisions for risks

and charges net of related utilizations and releases of a non-recurring nature.

  • Adjusted Net Result is defined as Net Profit/(Loss) of the period adjusted for: i) certain charges/(income) of a non-recurring nature; ii) certain accrual of provisions for risks and charges net of related utilizations and releases of a non-recurring nature; net of the related tax effects.
  • Net operating working capital: is determined as the algebraic sum of the following items contained in the Statement of financial position:
    • Inventory
    • Trade receivables (current portion)
    • Trade payables (current portion)
    • Construction contracts and Liabilities for contract work in progress
  • Net working capital: is determined as the algebraic sum of Net operating working capital and the following items contained in the Statement of financial position:
    • Other receivables (current portion)
    • Current tax assets (current portion)
    • Other payables (current portion)
    • Current income tax payables
  • Net invested capital: is determined as the algebraic sum of:
    • the Net working capital
    • the Non-current asset
    • net of Employee benefits, Provisions for risks and charges, Deferred tax liabilities, Trade payables (non-current portion), Income tax payables, and Other payables (non-current portion)
  • Net Liquidity / (Net Financial Indebtedness) - ESMA is determined in accordance with CONSOB Communication DEM/6064293 of July 28, 2006, as amended by CONSOB Communication No. 5/21 of April 29, 2021 and in accordance with ESMA Recommendations contained in Guidelines 32-382-1138 of March 4, 2021 on disclosure requirements under the Prospectus Regulation.
  • Net Liquidity / (Net Financial Indebtedness) - De Nora as monitored by the Group's management. This indicator differs from Net Liquidity / (Net Financial Indebtedness) - ESMA in that it includes the fair value of financial instruments subscribed for the purpose of hedging exchange rate fluctuations.

Events occurred during the first half of 2024

  • Industrie De Nora, through its subsidiary, De Nora India Limited, entered into an agreement to exploit the services of a new plant just opened in India, located in a Business Park near the city of Vadodara in the state of Gujarat, to meet the local market needs with regard to electrode maintenance. The new facility, inaugurated on January 30, 2024, will be fully dedicated to the Electrode Technologies segment, De Nora's traditional core business. This territorial base will allow the Group to respond even more effectively and reactively to the growing local demand for electrode maintenance, using a new specialized center for mechanical repairs of electrodes. The new facility joins the production plant in Goa, the De Nora headquarters in India and a center of excellence dedicated to chlor-alkali processes, which has met the technical and professional requirements of regional customers since 1989, both in terms of electrode production and technical assistance. The Goa plant is actually an innovative factory with a production capacity of over 26,000 square meters of electrodes, equipped with state-of-the-art facilities and machinery.
  • The De Nora Group, through De Nora Deutschland GmbH, has received orders from tk nucera for the supply of electrolytic cells for one of the largest Water Electrolysis (AWE) projects for the generation of green hydrogen in Europe, under construction in Sweden. The project, which involves the production of green hydrogen for a total installed capacity of over 700 MW, is one of the largest water electrolysis plants in Europe. Green hydrogen will be used in a project for the decarbonization of the hard to abate industry and

will allow the carbon footprint of the end industrial customer to be greatly reduced with respect to the use of traditional technologies. The orders, which were assigned to De Nora as part of the existing Toll Manufacturing and Services agreement with tk nucera, contribute significantly to increasing the backlog of the Energy Transition segment.

— Industrie De Nora S.p.A. has entered into a partnership with Mangrove Lithium, which supplies CECHLO™ systems. Mangrove will use De Nora's electrochemical technologies in the patented Clear-LiTM technology process to refine lithium, both from mines and from waste battery recovery, for the production of new batteries, helping to unblock bottlenecks in the lithium supply chain. The collaboration with the Canadian company demonstrates the flexibility of De Nora's technological solutions, able to meet the multiple needs of the market and positions the company as a leading partner in lithium electrolysis processes, a fundamental step in the development of energy storage to contribute to a more sustainable future. In fact, the CECHLO electrolyzer, traditionally used for the production of chlorine, as part of the partnership will be configured for the production and recovery of lithium, creating a virtuous cycle of this rare metal and facilitating the large-scale adoption of electric vehicles thanks to the reduction of costs and the increased availability of raw materials. Mangrove, whose customers include various global players from the entire lithium battery production chain, including battery extractors, manufacturers and recyclers, covers the markets for the production of materials for

batteries in North America, South America, Europe and Australia. Through the partnership with De Nora, Mangrove will be able to offer the market a more competitive value proposition, meeting the needs of the various players who, using the CECHLO solution, will be able to offer a circular economy approach, thus supporting the penetration of electric vehicles and consequently generating significant business growth opportunities.

— Industrie De Nora is one of the partners in the European project "HyTecHeat", along with, among others, Snam and Tenova. This project involves the use of hybrid technologies for the production of steel with low CO2 emissions. De Nora will supply the new 1MW capacity Dragonfly® on-site electrolytic hydrogen generation system, contributing to emissions' reduction in a traditionally hard-toabate sector. The HyTecHeat (Hybrid Technologies for sustainable steel reheating) project is an initiative part of the "Horizon Europe" program, funded by the European Union with about 3.3 million euros. The project envisages the use of the Dragonfly® system in steel production processes, an activity that is energy-intensive and therefore highly impactful on an environmental level. The goal is to reduce this impact in the heat treatment and heating stages, which are still exclusively based on natural gas, by increasing the percentage of low-carbon hydrogen used in these processes in a more and more virtuous hybridization of the two resources. This is the first use case of the new Dragonfly® electrolyzer, an innovative product developed by De Nora as a natural evolution of the company's vast experience in electrode design and production. The high performance of this new product is possible thanks to the use of DSA® electrodes, developed by De Nora, which guarantee maximum efficiency. In particular, the electrolyzer makes it possible

to meet the needs of a wide range of industries that require on-site hydrogen generation, such as the chemical, pharmaceutical, biogas, oleochemical, and refinery industries, as it is a small unit designed to be installed at the end customer's facility. The system, that has been in testing at an industrial site for more than a year and has already obtained all certifications to operate, is now for the first time being used in a project of European significance. In this particular case, project partner Tenova, a world leader in providing technologies for the metallurgical and mining industries, will host this best case demonstration with the support of Snam, which will oversee the hydrogen storage system.

  • De Nora continues its global project aimed at increasing solar power generation at its plants with the inauguration of a new solar power plant in Sorocaba, Brazil, which will generate 100% green energy to cover the site's electricity needs. The photovoltaic plant in Brazil, having a total installed capacity of more than 1.3 GWh, is part of De Nora's path toward decarbonization.
  • De Nora was awarded on the occasion of the LC Publishing Group's Sustainability Awards held in Milan. These awards were created with the intention of singling out the best sustainability projects in the Italian corporate world. Out of a total of 11 categories, De Nora won the award within the Chemical & Pharmaceutical sector. Decisive were all of the initiatives carried out by De Nora over the last few years, from the main projects in the sustainable sphere, to the ESG Plan announced to the market last December, up to the recent creation of the Accelerator Lab, aimed at coordinating and guaranteeing the execution of the ESG Plan.
  • De Nora is a partner of the Crete-Aegean Hydrogen Valley (CRAVE-H2) initiative aimed at creating a dedicated hydrogen production hub on the island of

Crete. CRAVE-H2 aims to establish a production and distribution centre for green hydrogen, that will be partly stored and reused in the grid when needed by conversion to electricity via fuel cells and partly used as fuel for local public mobility. The project will be located at the port of Atherinolakkos. De Nora will provide the latest generation Dragonfly® electrolyzer to produce more than 500 tons per year of hydrogen, a record production for the island that will facilitate its energy transition. This project represents a first for De Nora in terms of capacity - 4MW for the Dragonfly® containerized electrolyzer. Within the project, cofunded by the European Commission and the Clean Hydrogen Partnership, De Nora will cooperate with other partners involved, in the field of renewable energy sources, fuel cells development and Universities from Greece and Italy.

— Following the resolution by the Board of Directors of December 2023, announcing the intention to exit the "Marine" business and the objective of focusing the growth strategy on the Municipal and Industrial core markets, De Nora finalized the sale of the business to Optimarin AS, a Norwegian company operating in the ballast water treatment sector. The agreement covers the sale of technologies, trademarks and selected assets pertaining to the design, sale and aftermarket of systems using UV technology for ballast water treatment and disinfection, promoted under the Hyde Marine® and Hyde Guardian® brands. The successful conclusion of the sale agreement to Optimarin AS allows De Nora to rapidly proceed with the planned reorganization of its U.S. operations, dedicating resources specialized in UV technology to applications for the municipal and industrial markets and rationalizing the production assets of Pittsburgh (PA), Colmar (PA) and Sugarland (TX).

  • The ordinary Shareholders' Meeting held on April 24, 2024, approved the Company's financial statements as of December 31, 2023, as per the draft financial statements approved by the Board of Directors at the meeting held on March 18, 2024, which show a profit for the year of Euro 80,386,406. The Shareholders' Meeting also resolved to approve the distribution to Shareholders of a dividend for a gross amount equal to Euro 0.123 per eligible share, with Ex-dividend date on May 20, 2024, dividend paid on May 22, 2024, with record date, pursuant to Article 83-terdecies of Legislative Decree No. 58 of February 24, 1998 ("TUF"), on May 21, 2024.
  • In view of the approaching deadline set forth in 2023 authorization and of the permanent validity of the purposes outlined herein, after reviewing the relevant illustrative report of the Board of Directors, the Shareholders' Meeting resolved – after revocation of 2023 authorization – to authorize the Board of Directors to purchase and dispose of treasury shares up to a maximum number that, taking into account the Company's ordinary shares held from time to time by the Company and its subsidiaries, does not exceed 3% of the share capital in aggregate. The resolution also defines the terms and conditions of the price for share purchases and provides that the execution of acts of disposal may be carried out on one or more occasions, without time limit and even before the purchases have been completed, in respect of all or part of the Company's treasury shares purchased. The purpose of the resolution is to allow the Company, subject to finding adequate financial coverage compatible with future programs, investments and existing contractual obligations, to purchase and dispose of the ordinary shares, in compliance with Articles 2357 et seq. of the Italian Civil Code, Article 132 of the TUF and the applicable provisions of the Issuers' Regulation,

Regulation (EU) 596/2014 (Market Abuse Regulation, "MAR"), the Delegated Regulation, as well as in accordance with market practices from time to time allowed, where applicable. With reference to the latter, by way of example only and not limited to, the purchase and disposal of treasury shares may be used for the purposes of share option schemes or allocations of shares to employees or members of the administrative or supervisory bodies, and for the possible use of the shares as consideration in extraordinary transactions, including the exchange of shareholdings with other parties, as part of transactions in the interest of the Company, all of which, however, within the terms and in the manner that may be resolved by the competent corporate bodies.

The purchase of treasury shares subject to the authorization is not instrumental to the reduction of share capital.

The authorization to purchase will be valid for 18 months from the date of the Shareholders' Meeting, while the authorization to dispose is granted without time limitations. As of the date of the Shareholders' Meeting, the Company held 3,000,000 treasury shares, equal to 1.487% of the share capital and, as of June 30, 2024, no additional treasury shares have been purchased.

— De Nora Italy Hydrogen Technologies S.r.l. ("DNIHT"), subsidiary company of Industrie De Nora S.p.A. ("De Nora"), started the construction works of the Gigafactory, which will become Italy's largest electrolyzer production hub, with a projected capacity of 2GW equivalent by 2030. The groundbreaking ceremony, including laying the foundation stone, took place on June 11, 2024 in the presence of De Nora and Snam's top management and national, regional, and local authorities. The project is part of a larger multi-year expansion plan for the De Nora Group's production capacity and involves constructing a production center in Cernusco sul Naviglio, spanning approximately 25,000 square meters. The facility will serve as Italy's primary hub for electrolyzers used in green hydrogen generation, systems, and components for water electrolysis and fuel cells, and will also be a modern facility serving De Nora's other divisions. In addition to its value from an industrial point of view, the project stands out by its strong focus on sustainability and innovation, adopting a modern concept of industrial architecture based on low environmental impact criteria.

The Gigafactory represents a primary industrial asset for De Nora and stands out internationally in terms of production capacity, qualifying as strategic to facilitate the achievement of the sustainability goals part of the European Green Deal. DNIHT, in collaboration with the Ministry of Enterprise and Made in Italy, secured approximately EUR 32 million through a concession decree in July 2023. This funding supports companies participating in Important Projects of Common European Interest (IPCEI Fund) and is financed by PNRR - National Recovery and Resilience Plan resources. Additional funding, up to approximately EUR 63 million, may be available to support the IPCEI Hydrogen2.

Construction is expected to be completed between late 2025 and early 2026.

Business performance

Comments on the economic and financial results of the Group

Revenues for the six-month period are Euro 400.3 million, of which approximately Euro 204.8 million were attributable to the Electrode Technologies segment, approximately Euro 143.3 million to the Water Technologies segment, and approximately Euro 52.3 million to the Energy Transition segment, an overall decrease of 4.8% over the comparable six-month period in 2023.

Adjusted EBITDA is Euro 75.3 million, compared to Euro 84.4 million in the first half of 2023, with a decrease of about 10.8%. Adjusted EBITDA margin decreased from 20.1% in the first half of 2023 to 18.8% in the first half of 2024. While EBITDA is Euro 76.6 million, compared to Euro 83.1 million in the first half of 2023 (-7.8%).

Similarly, Adjusted EBIT is equal to 59.1 million, compared to Euro 68.7 million of the same half of 2023, with a decrease of 14%, whilst the operating result, equals to Euro 60.4 million, decreased by 10.4% compared to the same half of 2023.

The share of profit of equity-accounted investees, referring to the 25.85% stake in tk nucera, is negative for Euro 1.9 million (share of the net result of the associated company for the period January 1, 2024 – March 31, 2024) compared to the positive Euro 1.5 million in the first half of 2023.

Financial operations show net expenses of Euro 2.2 million, with a reduction compared to the net expenses of Euro 4.5 million in the first half of 2023.

After current and deferred income taxes, the half-year closed with a net profit of Euro 40 million, decreased by about 14.3% compared to the Euro 46.7 million in the comparable half-year of 2023; Adjusted Net Result is equal to Euro 38.7 million, compared to Euro 47.7 million in the first half of 2023.

Statement of financial position shows a net invested capital of about Euro 884 million (+43 million compared to the end of 2023) and an equity of Euro 898 million (Euro 12 million higher than as of December 31, 2023) with a net financial position of Euro 14.2 million (reduced approximately by Euro 55 million compared to the end of 2023).

The increase in net invested capital, with resulting impacts on the net financial position reduction, is mostly attributable to net operating working capital, which amounts to Euro 363 million at the end of June 2024 with an increase of Euro 39 million compared to the end of 2023, due to the increase of trade receivables (higher volume of A/R invoices close to the end of half year) and Inventory (supplies in view of production and deliveries during the second half of the year), and the decrease of trade payables (higher volume of A/P invoices at the end of the previous financial year).

Consolidated Reclassified Income Statement

For the half-year ended June 30
in € thousands 2024 2023
Revenue 400,347 100.0% 420,384 100.0%
Royalties and commissions (4,489) -1.1% (4,932) -1.2%
Cost of goods sold (261,091) -65.2% (269,468) -64.1%
Selling expenses (15,271) -3.8% (14,967) -3.6%
G&A expenses (24,170) -6.0% (24,145) -5.7%
R&D expenses (8,041) -2.0% (6,765) -1.6%
Other operating income (expenses) 4,353 1.1% (431) -0.1%
Corporate costs (16,357) -4.1% (15,247) -3.6%
Adjusted EBITDA 75,281 18.8% 84,429 20.1%
Depreciation and amortization (16,203) -4.0% (14,444) -3.4%
Impairment - 0.0% (1,276) -0.3%
Adjusted Operating Profit (EBIT) 59,078 14.8% 68,709 16.3%
Share of profit of equity-accounted investees (1,870) -0.5% 1,527 0.4%
Net Finance income / (expenses) (2,180) -0.5% (4,504) -1.1%
Profit before tax 55,028 13.7% 65,732 15.6%
Income taxes (16,304) -4.1% (18,035) -4.3%
Adjusted Net Result 38,724 9.7% 47,697 11.3%
EBITDA Adjusted 75,281 18.8% 84,429 20.1%
Non-recurring (costs) income 1,325 (1,323)
EBITDA 76,606 19.1% 83,106 19.8%
Operating Profit (EBIT) Adjusted 59,078 14.8% 68,709 16.3%
Non-recurring (costs) income 1,325 (1,323)
Operating Profit (EBIT) 60,403 15.1% 67,386 16.0%
Net Result Adjusted 38,724 9.7% 47,697 11.3%
Non-recurring (costs) income 1,325 (1,323)
Tax effect of non-recurring items (17) 352
Net Result 40,032 10.0% 46,726 11.1%
Attributable to:
Owners of the parent 39,856 10.0% 46,233 11.0%
Non-controlling interests 176 0.0% 493 0.1%

Consolidated Reclassified Statement of Financial Position

in € thousands As of June 30, 2024 As of December 31, 2023
Trade receivables 154,740 141,927
Trade payables (89,436) (106,752)
Inventory 272,089 257,146
Construction contracts, net of progress payments
and advances
25,425 31,737
Net Operating Working Capital 362,818 41.0% 324,058 38.5%
Other current assets/(liabilities) (64,615) (59,415)
Net Working Capital 298,203 33.7% 264,643 31.5%
Goodwill and intangible assets 115,172 115,787
Property, plant and equipment 261,608 254,273
Equity-accounted investees 229,102 231,511
Non-current assets 605,882 68.5% 601,571 71.5%
Employee benefits (20,639) (2.3)% (21,758) (2.6)%
Provisions for risks and charges (14,302) (1.6)% (18,045) (2.1)%
Deferred tax assets/(liabilities) 4,905 0.6% 7,342 0.9%
Other non-current assets/(liabilities) 10,076 1.1% 7,674 0.9%
Net Invested Capital 884,125 100.0% 841,427 100.0%
Covered by:
Medium/long term financial debt (139,736) (133,716)
Short-term financial debt (15,658) (10,199)
Financial assets and derivatives 11,533 13,642
Cash and cash equivalents 158,029 198,491
Net Liquidity—ESMA 14,168 1.6% 68,218 8.1%
Fair value of financial instruments (exchange rate
hedges)
30 543
Net Liquidity 14,198 1.6% 68,761 8.2%
Equity attributable to minority interests (7,212) (0.8)% (5,700) (0.7)%
Equity attributable to the Group (891,111) (100.8)% (904,488) (107.5)%
Total Equity and Minority interests (884,125) (100.0)% (841,427) (100.0)%

Revenue and EBITDA by business segment

Revenue by business segment

The Group is organized into three business segments each with its own portfolio of specific products and services:

  • Electrode Technologies Business;
  • Water Technologies Business;
  • Energy Transition Business.

The following tables show the Group's revenues for each business segment and by geographic area for the six-month periods ended June 30, 2024 and 2023, respectively.

Revenues by Business
Segment
First Half
Year 2024
% of total
revenue
First Half
Year 2024
at constant
exchange
rates
First Half
Year 2023
∆ First
Half-Year
2024 vs
2023
∆ First
Half-Year
2024 vs
2023 at
constant
exchange
rates
(in ¤ thousands)
Electrode Technologies 204,790 51% 214,225 231,701 (26,911) (17,476)
Water Technologies 143,283 36% 144,130 141,406 1,877 2,724
Energy Transition 52,274 13% 52,356 47,277 4,997 5,079
Total Revenue 400,347 100% 410,711 420,384 (20,037) (9,673)

At consolidated level, revenues amounted to Euro 400,347 thousand, including Euro 204,790 thousand in the Electrode Technologies segment, Euro 143,283 thousand in the Water Technologies segment, and Euro 52,274 thousand in the Energy Transition segment.

Specifically, revenues decreased overall by Euro 20,037 thousand compared to the first half of 2023; at constant exchange rates, Group revenues in the first half of 2024 would have been decreased by Euro 9,673 thousand.

Revenues by geographical
area and by business
segment
First Half-Year
2024
% of revenues First Half-Year
2023
% of revenues
(in ¤ thousands)
Electrode Technologies 204,790 51% 231,701 55%
EMEIA 44,942 11% 66,769 16%
AMS 51,692 13% 58,940 14%
APAC 108,156 27% 105,992 25%
Water Technologies 143,283 36% 141,406 34%
EMEIA 48,332 12% 46,834 11%
AMS 69,090 17% 66,848 16%
APAC 25,861 7% 27,724 6%
Energy Transition 52,274 13% 47,277 11%
EMEIA 51,135 13% 45,016 11%
AMS 250 0% 872 0%
APAC 889 0% 1,389 0%
Total Revenue 400,347 100% 420,384 100%

The following table show Group revenues related to new installations or new plants ("New Installations") and to periodic maintenance of the plants and

of the existing installations ("Services") for the six-month periods ended June 30, 2024 and 2023, respectively.

First Half-Year 2024 % of revenues First Half-Year 2023 % of revenues
(in ¤ thousands)
New Installations 267,761 67% 292,301 70%
Services 132,586 33% 128,083 30%
Total Revenue 400,347 100% 420,384 100%

EBITDA by Business segment

Adjusted EBITDA by business
segment
First Half-Year
2024
% of total First Half-Year
2023
% of total
(in ¤ thousands)
Electrode Technologies 49,274 65% 60,697 72%
Water Technologies 22,653 30% 18,153 21%
Energy Transition 3,354 5% 5,579 7%
Total 75,281 100% 84,429 100%

Non-recurring costs

(income) by Business
segment
First Half-Year 2024
First Half-Year 2023
Electrode
Technologies
Water
Technologies
Energy
Transition
Total Electrode
Technologies
Water
Technologies
Energy
Transition
Total
(in ¤ thousands)
Termination costs
- Labor, Legal and
Other expenses
19 498 - 517 142 120 - 262
IPO costs - - - - 368 225 75 668
M&A, integration,
and company
reorganization costs
40 79 - 119 93 - - 93
Marine business
divesture
- (2,319) - (2,319) - - - -
Other non-recurring
costs
345 2 11 358 199 75 26 300
Total 404 (1,740) 11 (1,325) 802 420 101 1,323
First Half-Year First Half-Year
EBITDA by business segment 2024 % of total 2023 % of total
(in ¤ thousands and as a percentage of segment revenues)
Electrode Technologies 48,870 64% 59,895 72%
Water Technologies 24,393 32% 17,733 21%
Energy Transition 3,343 4% 5,478 7%
Total 76,606 100% 83,106 100%

Adjusted EBITDA decreased by Euro 9,148 thousand (-10.8%) from Euro 84,429 thousand in the six months ended June 30, 2023 to Euro 75,281 thousand in the six months ended June 30, 2024.

The decrease refers both to the Electrode Technologies and Energy Transition, while the Water Technologies segment shows an increase of EBITDA.

The Adjusted EBITDA margin shows consequently a decrease from 20.1% in the six months ended June 30, 2023 to 18.8% in the six months ended June 30, 2024.

Group EBITDA decreased instead by Euro 6,500 thousand (-7.8%), from Euro 83,106 thousand in the six months ended June 30, 2023 to Euro 76,606 thousand in the six months ended June 30, 2024; while EBITDA margin decreases from 19.8% in the six months ended June 30, 2023 to 19.1% in the six months ended June 30, 2023.

Electrode Technologies Business

Electrode Technologies' core business is the production and sale mainly of:

— electrodes used for the production of (a) basic chemicals (chlorine,

caustic soda and their derivatives), (b) printed circuits for the electronics industry) and critical components for the manufacture of lithium batteries such as copper foil;

  • catalytic coatings that use noble metals such as iridium, ruthenium, platinum, palladium and rhodium, the formulations of which, many of them patented, have been developed by the Group and differ according to the many applications in electrochemical processes;
  • electrolytic cells for chlorine and caustic soda production, as well as their components and other accessories, and anode structures complete with accessories for the production of nonferrous metals (nickel, cobalt).

For the six-month period ended June 30, 2024, the Electrode Technologies Business accounted for approximately 51% of the Group's revenues, 4 percentage points less compared to six-month periods ended June 30, 2023.

The table below shows the revenues generated by the Electrode Technologies Business for the six-month periods ended June 30, 2024 and 2023, broken down by business lines.

Revenue by Business Line
Electrode Technologies
First Half
Year 2024
% of total
revenue
First
Half-Year
2024 at
constant
exchange
rates
First Half
Year 2023
∆ First
Half-Year
2024 vs
2023
∆ First
Half-Year
2024 vs
2023 at
constant
exchange
rates
(in ¤ thousands and as a percentage of segment revenues)
Chlor-alkali 140,697 69% 147,711 158,502 (17,805) (10,791)
Electronics 29,083 14% 30,827 42,176 (13,093) (11,349)
Specialties and New
Applications
35,010 17% 35,687 31,023 3,987 4,664
Total Electrode
Technologies
204,790 100% 214,225 231,701 (26,911) (17,476)

Revenues related to the Electrode Technologies Business segment decreased by Euro 26,911 thousand (-11.6%), from Euro 231,701 thousand in the six months ended June 30, 2023 to Euro 204,790 thousand in the six months ended June 30, 2024. The decrease is mainly related to Chlor-alkali and Electronics business lines.

At constant exchange rates, revenues related to the Electrode Technologies Business would have decreased by Euro 17,476 thousand (-7.5%), from Euro 231,701 thousand in the six months ended June 30, 2023 to Euro 214,225 thousand in the six months ended June 30, 2024.

Chlor-alkali

Revenues from the chlor-alkali business line decreased by Euro 17,805 thousand (-11.2%), from Euro 158,202 thousand in the six months ended June 30, 2023 to Euro 140,697 thousand in the six months ended June 30, 2024. Such variation is mainly attributable to:

  • i) the lower sales of Hydrochloric Acid (HCl) for Euro 18,023 thousand, following the non-repetitiveness of some maintenance projects carried out in 2023 through tk nucera;
  • ii) lower sales of Euro 3,202 thousand in the Diaphragm and Mercury technology, mainly in Italy and Brazil;
  • iii) only partially offset by increased Membrane sales in Asia.

At constant exchange rates, revenues related to the Chlor-Alkali line would have decreased by Euro 10,791 thousand (-6.8%), from Euro 158,202 thousand in the six months ended June 30, 2023 to Euro 147,711 thousand in the six months ended June 30, 2024.

For the six months ended June 30, 2024, the chlor-alkali business line accounted for 69% of Electrode Technologies segment revenues and 35% of the Group's total revenues.

Electronics

Revenues related to the Electronics business line decreased by Euro 13,093 thousand (-31%), from Euro 42,176 thousand in the six months ended June 30, 2023 to Euro 29,083 thousand in the six months ended June 30, 2024. This decrease is mainly due to the slowdown in demand in the Asian market and a one-off project in the United States in the Surface finishing business, executed in 2023.

At constant exchange rates, revenues related to the Electronics business line would have decreased by Euro 11,349 thousand (-26.9%).

For the six months ended June 30, 2024, the Electronics business line accounted for 14% of Electrode Technologies segment revenues and 7% of the Group's total revenues, respectively.

Specialties and new applications

Revenues related to the Specialties and new applications business line increased by Euro 3,987 thousand (+12.9%), from Euro 31,023 thousand in the six months ended June 30, 2023 to Euro 35,010 thousand in the six months ended June 30, 2024. This variation is mainly attributable to:

  • i) the higher sales of Euro 5,845 thousand relating to the Electrowinning product line, following the project with the Russian customer Norilsk Nickel. For further information regarding the management of relationships with entities operating in Russia, please refer to the specific paragraph of the explanatory notes to the condensed consolidated half-year financial statements;
  • ii) only partially offset by lower sales (for Euro 2,080 thousand) of electrodes for special uses.

At constant exchange rates, revenues related to the specialties and new applications business line would have increased by Euro 4,664 thousand

(+15%), from Euro 31,023 thousand in the six months ended June 30, 2023 to Euro 35,687 thousand in the six months ended June 30, 2024.

For the six months ended June 30, 2024, the Specialties and new applications business line accounted for 17% of Electrode Technologies segment revenues and almost 9% of the Group's total revenues, respectively.

The following table shows the revenues generated by the Electrode Technologies Business for the six-month periods ended June 30, 2024 and 2023, broken down by new installations ("New Installations") and periodic maintenance or modernization services for existing plants ("Services").

First Half-Year 2024 % of total revenue First Half-Year 2023 % of total revenue
(in ¤ thousands and as a percentage of segment revenues)
New Installations 106,309 52% 139,461 60%
Services 98,481 48% 92,240 40%
Total Revenue 204,790 100% 231,701 100%

New Installations accounted for 52% of the segment's turnover for the first half of 2024, decreased by 8 percentage points compared to the corresponding half-year of 2023.

Services during the first half of 2024 accounted for 48% of the segment's turnover; the related activities include the periodic maintenance of the electrodes or replacement with new products and/ or latest generation products capable of improving the performance of the process for which they are intended, supply of spare parts, design and re-engineering of the electrodes, technical assistance, lease contracts, performance monitoring, laboratory analysis.

In particular, the electrodes at the end

of their useful life must be replaced or suitably treated, in order to restore the catalytic coating through a process called re-coating or reactivation. The re-coating process allows the metal structure of the electrode, whether titanium or nickel, to be preserved and a new coating to be reapplied, thus allowing the initial characteristics of the electrode to be restored.

The continuous improvement of the product portfolio allows the Group to offer customers technologies capable of responding to new process targets and market demands also in terms of sustainability. In particular, in the Electrode Technologies Business, the extension of the customer base is a significant growth factor for Services sales.

First Half-Year
2024
First Half-Year
2023
∆ First Half-Year
2024 vs Firts
Half-Year 2023
(in ¤ thousands)
Electrode Technologies Adjusted EBITDA 49,274 60,697 -11,423
Electrode Technologies EBITDA 48,870 59,895 -11,025

EBITDA Adjusted related to the Electrode Technologies Business decreased by Euro 11,423 thousand (-18.8%), from Euro 60,697 thousand in the six months ended June 30, 2023 to Euro 49,274 thousand in the six months ended June

30, 2024 with a percentage on the segment revenues decreasing from 26.2% in the six months ended June 30, 2023 to 24.1% in the six months ended June 30, 2024.

The EBITDA Adjusted percentage of the Electrode Technologies business segment on the Group revenues decrease from 14.4% in the six months ended June 30, 2023 to 12.3% in the six months ended June 30, 2024.

The drop in EBITDA reflects the overall reduction in revenues described above, lower direct margins also as a result of the different product mix and higher fixed costs for travel expenses, personnel recruitment and consultancy.

Business Water Technologies

The main activity of the Water Technologies Business is the manufacture and sale of equipment, systems and technologies used in the water treatment sector. The Group has long experience in the water treatment sector and a broad portfolio of products and solutions that meet a wide range of requirements for the treatment of various types of water. In particular, the Group develops, manufactures, and sells systems and technologies for swimming pool disinfection, electrochlorination of seawater and brine for on-site production of low concentration sodium hypochlorite, disinfection and filtration of drinking water and wastewater, and water treatment systems in marine applications.

In addition to supplying equipment, products, and systems for new installations or newly constructed plants ("New Installations"), the Group provides after-sales services for maintenance, supply of spare parts, re-engineering of existing systems, on-site or remote monitoring activities, and other services that maintain product performance while ensuring consistency in treated water quality ("Services").

The table below shows the revenues generated by the Water Technologies Business for the six-month periods ended June 30, 2024 and 2023, broken down by business lines.

Revenue by Business Line
Water Technologies
First Half
Year 2024
% of total
revenue
First
Half-Year
2024 at
constant
exchange
rates
First Half
Year 2023
∆ First
Half-Year
2024 vs
2023
∆ First
Half-Year
2024 vs
2023 at
constant
exchange
rates
(in ¤ thousands and as a percentage of segment revenues)
Swimming pools 51,378 36% 51,546 48,398 2,980 3,148
Electrochlorination 40,087 27% 40,447 42,267 (2,180) (1,820)
Disinfection and Filtration 47,067 33% 47,384 45,350 1,717 2,034
Marine technologies 4,751 3% 4,753 5,391 (640) (638)
Total Water Technologies 143,283 100% 144,130 141,406 1,877 2,724

Revenues related to the Water Technologies Business segment increased by Euro 1,877 thousand equal to 1.3%, from Euro 141,406 thousand in the six months ended June 30, 2023 to Euro 143,283 thousand in the six months ended June 30, 2024. This increase in revenues is mainly attributable to those related to Swimming Pool business line and, for the remaining portion, to the Disinfection and Filtration business line. The

Electrochlorination and Marine Technologies business lines, however, suffered a slight decline compared to the 2023 revenue level, respectively, of approximately -5% and -12%. Overall, revenues are increasing in the EMEA and in America geographical area, mainly due to the exposure of this geographical area to the Swimming Pool business, while revenues are slightly decreasing in Asia.

At constant exchange rates, revenues related to the Water Technologies segment would have increased by Euro 2,724 thousand (+2% approximately), from Euro 141,406 thousand in the six months ended June 30, 2023 to Euro 144,130 thousand in the six months ended June 30, 2024.

The percentage of revenues related to the Water Technologies business on Group revenues increased, from 33.6% in the six months ended June 30, 2023 to 35.8% in the six months ended June 30, 2024.

Swimming pools

Revenues related to the Pools business line increased by Euro 2,980 thousand (+6.2%), from Euro 48,398 thousand in the six months ended June 30, 2023 to Euro 51,378 thousand in the six months ended June 30, 2024. This increase is attributable to a normalization of demand following the conclusion of the so-called destocking by our customers, but also to a price review finalized at the end of 2023 with one of our largest customers in the United States.

At constant exchange rates, revenues related to the Pools business line would have increased by Euro 3,148 thousand (+6.5%), from Euro 48,398 thousand in the six months ended June 30, 2023 to Euro 51,546 thousand in the six months ended June 30, 2024. For the six months ended June 30, 2024, the Pools business line accounted for 36% of Water Technologies revenues and approximately 13% of the Group's total revenues, respectively.

Electrochlorination

Revenues related to the Electrochlorination business line decreased by Euro 2,180 thousand (-5.2%), from Euro 42,267 thousand in the six months ended June 30, 2023 to Euro 40,087 thousand in the six months ended June 30, 2024. This decrease is mainly attributable to:

i) the decrease of Euro 2,151 thousand in revenues for sales of the marine water electrochlorination (SWEC)

product line, mainly due to the interruption of a project by a customer of the Singapore branch;

  • ii) the decrease of Euro 4,602 thousand in revenues pertaining to the IEM (Brine Electrochlorination Plants) technology, attributable to the finalization in the first half of 2024 of some projects that were in full swing and progress during the previous financial year, including some contracts (Qatar Gas and Unity Water) pertaining to the Asian company De Nora Permelec Ltd (Japan);
  • iii) the decrease of Euro 3,173 thousand in revenues related to hydraulic fracturing systems (so-called Fracking) classified entirely as aftermarket sales;
  • iv) these effects were partially positively offset by the increase of Euro 7,341 thousand relating to revenues from the installation of OSHG electrochlorination systems (on-site hypochlorite generation) in the United States.

At constant exchange rates, the Electrochlorination business line would have recorded a decrease in revenues of Euro 1,820 thousand (-4.3%), from Euro 42,267 thousand in the six months ended June 30, 2023 to Euro 40,447 thousand in the six months ended June 30, 2024. For the six months ended June 30, 2024, the Electrochlorination business line accounted for 28% of the Water Technologies Business revenues and 10% of the Group's total revenues.

Disinfection and Filtration

Revenues related to the Disinfection and Filtration business line show an increase of Euro 1,717 thousand (+3.8%), from Euro 45,350 thousand in the six months ended June 30, 2023 to Euro 47,067 thousand in the six months ended June 30, 2024. This change is attributable to:

i) the increase of Euro 1,151 thousand in revenues relating to the Ozone technology systems line, mainly thanks to the execution of two

important projects relating to the installation of ozone generators in China (Anhui Helu and Bozhou phase 3). These contracts, awarded to the Chinese company De Nora Elettrodi (Suzhou) Co., Ltd. Shanghai Pudong Branch, were both signed in January 2024, and the related revenues amount to a total value of approximately Euro 1.3 million;

  • ii) the increase of Euro 3,743 thousand in revenues relating to the "bed filtration systems" (so-called Deep Bed Filtration) recognized mainly in the EMEA region and linked to numerous new orders; among these it is worth mentioning some contracts (Huddersfield, Scaynes Hill and Redgate Mill) pertaining to the British company De Nora Water Technologies UK Services Ltd, which in the half-year ended 30 June 2024 generated revenues of approximately Euro 1.6 million;
  • iii) the decrease of approximately Euro 2,139 thousand in revenues relating to the Gas Feed technology, also in this case following the completion in the first half of 2024 of projects that were instead in full swing of their life, and therefore of their progress, during the previous financial year, among these some contracts (Northwest Brunswick, Arlington Pierce Burch and Tyler WWTP) pertaining to the company De Nora Water Technologies LLC;
  • iv) the decrease of Euro 1,527 thousand in revenues related to the ultraviolet disinfection line. The aforementioned technology is specific to the US subsidiary, in particular the Pittsburgh plant in Pennsylvania. The decrease in sales compared to 2023 is mainly attributable to the completion of the assembly of the Santa Rosa project, a project that was instead in full swing of its execution in 2023.

At constant exchange rates, revenues related to the Disinfection and Filtration business line would have increased by Euro 2,034 thousand (+4.5%), from Euro 45,350 thousand in the six months ended June 30, 2023 to Euro 47,384 thousand in the six months ended June 30, 2024. For the six months ended June 30, 2024, the Disinfection and Filtration business line accounted for 33% of Water Technologies Business revenues and approximately 12% of the Group's total revenues.

Marine technologies

Revenues related to the Marine technology line decreased by Euro 640 thousand (-12% approximately), from Euro 5,391 thousand in the six months ended June 30, 2023 to Euro 4,751 thousand in the six months ended June 30, 2024. This decrease is attributable to the Company's decision to divest the Marine "New Installations" business, with the consequent progressive reduction of the backlog.

At constant exchange rates, revenues related to the Marine technology business line would have decreased by Euro 638 thousand (-12%), from Euro 5,391 thousand in the six months ended June 30, 2023 to Euro 4,753 thousand in the six months ended June 30, 2024. For the six-month period ended June 30, 2024, the marine technologies business line accounted for 3% of Water Technologies Business revenues and 1% of the Group's total revenues.

The following table shows the revenues generated by the Water Technologies Business for the six months ended June 30, 2024 and 2023, broken down by new installations or newly constructed plants ("New Installations") and periodic maintenance or modernization services for existing plants ("Services").

First Half-Year 2024 % of total revenue First Half-Year 2023 % of total revenue
(in ¤ thousands and as a percentage of segment revenues)
New Installations 109,459 76% 105,719 75%
Services 33,824 24% 35,687 25%
Total Revenue 143,283 100% 141,406 100%

New Installations accounted for 76% of the Water Technologies segment revenue for the first half of 2024, slightly increasing compared to the first half of 2023. Within this classification, revenues from the swimming pool business line are entirely included.

Services cover the entire product portfolio and during the first half of 2024 accounted for 24% of the segment revenues. Such activities include the replacement of electrodes or their reactivation for the Electrochlorination business line, maintenance of installed equipment and systems, supply of spare parts, and technological improvements (including automation) aimed at maximizing performance and ensuring optimal operation of the products during the entire life cycle. In addition to these activities, the Group offers technical assistance services in the field and remotely, training programs and test agreements.

First Half-Year
2024
First Half-Year
2023
∆ First Half-Year
2024 vs Firts
Half-Year 2023
(in ¤ thousands)
Water Technologies Adjusted EBITDA 22,653 18,153 4,500
Water Technologies EBITDA 24,393 17,733 6,660

Adjusted EBITDA of the Water Technologies business segment increased by Euro 4,500 thousand (+24.8%) from Euro 18,153 thousand in the six months ended June 30, 2023 to Euro 22,653 thousand in the six months ended June 30, 2024. Such increase is mainly attributable to the following factors:

  • i) increase in revenues amounting to Euro 1,877 thousand (1.3%), from Euro 141,406 thousand to Euro 143,283, as described above;
  • ii) margins generally improved for a total of more than 3 percentage points and an absolute contribution of approximately Euro 3.5 million;

iii) savings in operating costs for a total of approximately Euro 1 million.

The percentage of the Adjusted EBIT-DA of the Water Technologies business segment on the revenues of the segment increased from 12.8% in the six months ended June 30, 2023 to 15.8% in the six months ended June 30, 2024.

The percentage of the Adjusted EBIT-DA of the Water Technologies business segment on the total revenues of the Group increased from 4.3% in the six months ended June 30, 2023 to 5.7% in the six months ended June 30, 2024.

Business Energy Transition

The Energy Transition Business includes the offering of electrodes (anodes and cathodes), electrolyzer components, and systems (i) for the generation of hydrogen and oxygen through water electrolysis processes, (ii) for use in fuel cells for electricity generation from

hydrogen or another energy carrier (e.g., methanol, ammonia) without CO2 emissions, and (iii) for use in redox flow batteries.

The following table shows the revenues generated by the Energy Transition Business for the six-month periods ended June 30, 2024 and 2023.

Revenue by Business Line
Energy Transition
First Half
Year 2024
First Half
Year 2024
at constant
exchange
rates
First Half
Year 2023
∆ First Half
Year 2024 vs
2023
∆ First Half
Year 2024
vs 2023 at
constant
exchange
rates
(in ¤ thousands)
Energy Transition 52,274 52,356 47,277 4,997 5,079

Revenues of the Energy Transition Business increase are mainly related to the execution of projects through the associated tk nucera, and they increased by Euro 4,997 thousand (+10.6%), from Euro 47,277 thousand in the six months ended June 30, 2023 to Euro 52,274 thousand in the six months ended June 30, 2024. At constant exchange rates, revenues related to the Energy Transition business would have increased by Euro 5,079 thousand (+10.7%), from Euro 47,277 thousand in the six months

ended June 30, 2023 to Euro 52,356 thousand in the six months ended June 30, 2024.

The following table shows the revenues generated by the Energy Transition Business for the six-month periods ended June 30, 2024 and 2023, broken down by new installations or newly constructed plants ("New Installations") and periodic maintenance or modernization services for existing plants ("Services").

First Half-Year
2024
% of total
revenue
First Half-Year
2023
% of total
revenue
(in ¤ thousands and as a percentage of segment revenues)
New Installations 51,993 99% 47,121 100%
Services 281 1% 156 0%
Total Revenue 52,274 100% 47,277 100%
First Half-Year
2024
First Half-Year
2023
∆ First Half-Year
2024 vs Firts Half
Year 2023
(in ¤ thousands)
Energy Transition Adjusted EBITDA 3,354 5,579 -2,225
Energy Transition EBITDA 3,343 5,478 -2,135

Adjusted EBITDA related to the Energy Transition business segment for the six months ended June 30, 2024 is equal to Euro 3,354 thousand, decreasing compared to the first half-year of 2023 (Euro 5,579 thousand) following a different projects mix with lower margins compared to 2023, as well as the increase in fixed costs mainly attributable to the start-up of the Gigafactory project in Italy.

The percentage of the Adjusted EBITDA of the Energy Transition business segment on the revenues of the segment decreased from 11.8% in the six months ended June 30, 2023 to 6.4% in the six months ended June 30, 2024. The percentage of the Adjusted EBITDA of the Energy Transition business segment on the total revenues of the Group decreased from 1.3% in the six months ended June 30, 2024 to 0.8% in the six months ended June 30, 2024.

Risk Management, related party transactions and other information

Risks

Relating to strategic risks, legal and non-compliance risks, operational risks, environmental risks, cyber risks and risks from climate change, please refer to 2023 Annual Financial report. For financial risks, please refer to the Notes to the condensed consolidated half-yearly financial statements as of June 30, 2024.

Related Party Transactions

With regard to transactions carried out with related parties, it should be noted that they cannot be classified as atypical or unusual, as they fall within the normal course of business of the Group companies. These transactions are settled at market conditions, taking into account the characteristics of the goods and services provided.

Information on transactions with related parties, including that required by Consob Communication of July 28, 2006, is included in the Notes to the condensed consolidated half-yearly financial statements as of June 30, 2024.

It should be noted that in the reference period:

  • no significant transactions were concluded with related parties;
  • no transactions were concluded with related parties that significantly affected the financial position or results of the companies;
  • there were no changes or developments in the related party transactions described in the last annual report that had a material effect on the companies' financial position or results.

The Board of Directors of Industrie De

Nora S.p.A., on July 5, 2022, has approved a procedure for transactions with related parties ("RPT Procedure"), subject to the favorable opinion of the Committee for Transactions with Related Parties, adjusted to provisions on related party transactions adopted by Consob. Afterwards the rocedure has been amended by the Board of Directors of Industrie De Nora S.p.A., on May 10, 2023 following the favorable opinion of the Committee for Transactions with Related Parties.

The RPT Procedure can be consulted, together with the other documents on corporate governance, on the website www.denora.com.

Atypical and/or unusual transactions

Pursuant to Consob Communication No. DEM/6064293 of July 28, 2006, it should be noted that there were no atypical and/or unusual transactions, as defined in the Communication.

Other Information

As regards the main corporate information of the legal entities that make up the Group, please refer to the Consolidation area section included in the Explanatory Notes to the condensed consolidated half-yearly financial statements as of June 30, 2024.

As of June 30, 2024, the parent company does not hold directly or through trustees or nominees, any shares of parent companies, nor has it acquired or sold such shares or quotas during the financial year. Regarding Treasury shares, reference is made to what disclosed in the previous paragraphs and in the Notes to the condensed consolidated interim financial statements.

The employees of the De Nora Group companies are bound by the Code of Ethics, which establishes the ethical and behavioral standards to be followed in the conduct of day-to-day activities. The Group is committed to maintaining a consistent standard of ethical conduct at a global level, with respect for the cultures and the commercial practices of the countries and communities in which it operates.

Compliance with the Code by directors, managers and employees, as well as by all those who work to achieve the Group's objectives, each within their own area of responsibility, is fundamentally important to De Nora's efficiency, reliability and reputation, factors that play a crucial role in the Group's success.

The principles and guidelines set out in the Code are addressed and analyzed in further detail in other policies and business procedures.

The corporate governance system adopted by Industrie De Nora S.p.A. complies with the indications contained in the Corporate Governance Code published by Borsa Italiana S.p.A.. In compliance with regulatory obligations, the Report on corporate governance and ownership structures (the "CG Report") is drafted on a yearly basis and contains a general description of the corporate governance system adopted by the Group and contains information on the ownership structure and compliance with the Corporate Governance Code, including the main governance practices applied and the characteristics of the internal control and risk management system also in relation to the financial reporting process.

The aforementioned CG Report is available on the website www.denora.com in the "Governance - Shareholders' Meetings" section.

The Corporate Governance Code is available on the Borsa Italiana S.p.A. website www.borsaitaliana.it.

Events after the reporting date

De Nora Permelec Ltd., a subsidiary of Industrie De Nora, together with Yokohama National University and ENEOS Corporation, have been awarded the "Future Creation Invention Encouragement Award" and the "Future Creation Invention Contribution Award" at the "Reiwa 6 National Invention Award", sponsored by the Japan Institute of Invention and Innovation.

The National Commendation for Invention aims to improve science and technology and develop industry in Japan. It recognizes inventions and designs that made or are expected to make significant achievements in the future due to their excellence.

The invention for which the three parties have been awarded is an organic hydride production apparatus and a manufacturing method for a highly durable hydrogen carrier called methylcyclohexane. Specifically, hydrogen carriers are organic compounds capable of reversibly binding and releasing hydrogen under safe conditions, thereby serving as storage media for hydrogen, a versatile energy vector. The allure of these organic carriers stems from their ability to address key challenges associated with hydrogen storage and transportation. Unlike gaseous or cryogenic hydrogen storage methods, hydrogen carriers offer high volumetric and gravimetric hydrogen densities, like conventional liquid fuels, enabling compact and energy-dense storage.

The award-winning organic hydride electrolytic synthesis method, named Direct MCH®, is based on the electrochemical reaction of reducing toluene to methylcyclohexane using electricity derived from renewable energy. This way, methylcyclohexane, a substance with petroleum-like characteristics that is easy to ship, is produced. The awarded technology significantly reduces shipping costs compared to conventional methods, which involve storing hydrogen produced by water electrolysis in a tank by chemically reacting it with toluene and is expected to contribute to realizing a carbon-neutral society.

The invention was possible thanks to research in the Strategic Innovation Promotion Program (SIP) of the Japan Science and Technology Agency: it solves the problem of durability, which quickly reduces manufacturing efficiency, and can be scaled up to a pilot scale, contributing to the demonstration's success in constructing a CO2-free hydrogen supply chain in Australia in 2023.

The three parties will continue to promote the development of the Direct MCH® technology to enhance its cost-competitiveness. This will ultimately shape a full-fledged hydrogen-fed, decarbonized, and recycling-oriented society and steadily advance the next-generation energy transition.

Outlook

The first half of the 2024 financial year has proved complex from macroeconomic and geopolitical scenario point of view. The main factors that contributed to this complexity were, among others: the election season in the United States and Europe, the level of interest rates that remained high and the residual effects relating to the post-Covid inflationary economic dynamics that influenced some sectors, such as, for example, the electronics industry.

In addition, the uncertainties on the regulatory and financing rules under consideration by the various governments (particularly the USA) continue to cause slowdowns in the evolution of projects and the related final investment decisions in the green hydrogen market.

Nonetheless, during the second quarter of the financial year, De Nora's revenues recorded a positive performance of 3.8% on an annual basis, determined by the expected recovery of the Electrode Technologies business segment, by the growth (+4.2% compared to the second quarter of 2023) of the Water Technologies business segment, mainly driven by the Pools business line, and by the positive performance of the Energy Transition business segment, up 24% compared to the same period of 2023.

With reference to the evolution of the business in the second part of the financial year, considering the performance

of the reference markets, the evolution of the backlog and the results achieved in the first half of the year, a continuous progressive recovery of revenues is expected in the various business units of the Group, which will be particularly visible in the last quarter.

With particular reference to the Energy Transition business segment, considering the production planning of the orders in backlog, for 2024 a slight increase in turnover compared to the previous year is expected. This evolution incorporates the start of the new order in Sweden, expected in the last quarter of the financial year, and some delays in the execution of the projects in the backlog compared to the original planning. These delays are linked to the optimization of the production set-up related to the expansion of capacity, as well as to a temporary slowdown in the supply chain, which, although completely resolved, will have impacts on production in the third quarter.

The expected marginality for the 2024 financial year is substantially in line with the Business Plan.

Milan, July 30, 2024

On behalf of the Board of Directors The Managing Director Paolo Enrico Dellachà

Condensed Consolidated Half Year Financial Statements as of June 30, 2024

02

Interim consolidated statement of financial position

Notes As of June
30, 2024
Of which
Related
As of
December
Of which
Related
parties
(in ¤ thousands)
31, 2023 parties
Assets
Goodwill and other intangible assets 16 115,172 115,787
Property, plant and equipment 17 261,608 254,273
Equity-accounted investees 18 229,102 231,511
Financial assets, including derivatives 19 3,246 3,180
Deferred tax assets 14,296 16,216
Other receivables 24 9,839 52 7,360 52
Employee benefits 27 3,465 3,465
Total non-current assets 636,728 631,792
Inventory 20 272,089 257,146
Financial assets, including derivatives 19 11,623 14,185
Current tax assets 21 12,944 10,310
Construction contracts 22 35,662 1,747 39,767 -
Trade receivables 23 154,739 31,483 141,927 26,724
Other receivables 24 42,083 20 38,391 18
Cash and cash equivalents 25 158,029 198,491
Total current assets 687,169 700,217
Total assets 1,323,897 1,332,009
Liabilities
Equity attributable to the parent 891,111 904,488
Equity attributable to non-controlling interests 7,212 5,700
Total Equity 26 898,323 910,188
Employee benefits 27 24,104 25,222
Provisions for risks and charges 28 1,948 1,896
Deferred tax liabilities 9,391 8,873
Financial liabilities, net of current portion 29 139,736 133,716
Trade payables 30 2 86
Income tax payable 31 564 549
Other payables 32 2,444 43 2,231 47
Total non-current liabilities 178,189 172,573
Provisions for risks and charges 28 12,354 16,150
Financial liabilities, current portion 29 15,717 10,199
Construction contracts 22 10,237 8,030
Trade payables 30 89,436 1,074 106,752 1,012
Income tax payable 31 25,236 19,196
Other payables 32 94,405 39,793 88,921 40,881
Total current liabilities 247,385 249,248
Total equity and liabilities 1,323,897 1,332,009

Interim consolidated income statement

First Half-year ended June 30,
Notes 2024 Of which
Related
parties
2023 Of which
Related
parties
(in ¤ thousands)
Revenues 4 400,347 97,524 420,384 108,661
Change in inventory of finished goods and work in
progress
5 821 25,308
Other income 6 9,789 368 3,372 342
Costs for raw materials, consumables, supplies and
goods
7 (163,108) (1,611) (198,029) (191)
Personnel expenses 8 (76,038) (3,058) (72,450) (2,636)
Costs for services 9 (88,783) (2,538) (86,586) (1,006)
Other operating expenses 10 (5,694) (5,723)
Amortization and depreciation 16 – 17 (16,203) (14,444)
(Impairment)/write-backs of non-current assets and
net accrual of provisions for risks and charges
11 (728) (4,446)
Operating profit 60,403 67,386
Share of profit of equity-accounted investees (1,870) 1,527
Finance income 12 10,315 5,925
Finance expenses 13 (12,495) (10,429)
Profit before tax 56,353 64,409
Income tax expense 14 (16,321) (17,683)
Profit for the period 40,032 46,726
Attributable to:
Owners of the parent 39,856 46,233
Non-controlling interests 176 493
Basic earnings per share (in Euro) 15 0.20 0.23
Diluted earnings per share (in Euro) 15 0.20 0.23

Interim consolidated statement of comprehensive income

First Half-Year ended June 30

2024 2023
(in ¤ thousands)
Profit for the period 40,032 46,726
Items that will not be reclassified to profit or loss:
Actuarial reserve 626 (42)
Tax effect (184) -
Total items that will not be reclassified to profit or loss, net of the
tax effect (A)
442 (42)
Items that may be reclassified subsequently to profit or loss:
Effective portion of the change in fair value of financial
instruments hedging cash flows
(111) (40)
Change in fair value of financial assets 310 248
Translation reserve (3,701) (20,145)
Tax effect (51) (53)
Total items that may be reclassified subsequently to profit or loss,
net of the tax effect (B)
(3,553) (19,990)
Total other comprehensive income net of the tax effects (A) + (B) (3,111) (20,032)
Total comprehensive income 36,921 26,694
Attributable to:
Owners of the parent 36,509 26,146
Non-controlling interests 412 548

Interim consolidated statement of cash flows

First Half-year ended June 30
Notes 2024 Of which
Related
parties
2023 Of which
Related
parties
(in ¤ thousands)
Cash flows from operating activities
Profit for the period 26 40,032 46,726
Adjustments for:
Amortization and depreciation 16-17 16,203 14,444
Impairment/(write-back) of property, plant and 11- 18- 1,276
equipment and intangible assets 19 -
Finance expenses 13 12,495 10,429
Finance income 12 (10,315) (5,925)
Share of profit of equity-accounted investees 1,870 1,870 (1,527) (1,527)
(Gains) losses on the sale of property, plant and
equipment and intangible assets
16-17 (5,712) 202
Income tax expense 14 16,321 17,683
Share based payments 8 - 26 552 324 290 170
Change in inventory 20 (17,172) (11,692)
Change in trade receivables and construction contracts 22-23 (7,195) (6,920) (23,018) (14,611)
Change in trade payables 30 (15,995) 62 8,866 157
Change in other receivables/payables 24-32 (703) 860 (18,674) (12,760)
Change in provisions and employee benefits 27 (5,081) 1,889
Cash flows generated by operating activities 25,300 40,969
Interest and other finance expenses paid 13 (8,019) (9,158)
Interest and other finance income collected 12 5,016 4,597
Income tax paid 14 (8,400) (12,869)
Net cash flows generated by (used in) operating
activities
13,897 23,539
Cash flows from investing activities
Sales of property, plant and equipment and intangible
assets
16-17 6,774 399
Investments in property, plant and equipment 16-17 (20,084) (33,453)
Investments in intangible assets 16-17 (2,678) (3,955)
Investment in/Disposal of financial activities 19 2,934 147,970
Acquisitions, net of cash acquired - (2,046)
Net cash flows generated by (used in) investing
activities
(13,054) 108,915
Cash flows from financing activities
Share capital increase 26 1,100 900
Treasury shares buy-back 26 (26,000) -
New loans 29 11,476 482
(Repayments) of loans 29 (6) (147,196)
Payment of leases 29 (2,005) (1,041)
Increase (decrease) in other financial liabilities 29 (3) (4)
Dividends paid 29 (24,438) (24,202)
Net cash flows generated by (used in) financing
activities
(39,876) (171,061)
Net increase (decrease) in cash and cash equivalents (39,033) (38,607)
Opening cash and cash equivalents 198,491 174,130
Exchange rate gains/(losses) (1,429) (3,016)
Closing cash and cash equivalents 25 158,029 132,507

Interim statement of changes in the net consolidated equity

(in ¤ thousands) Share
capital
Legal
reserve
Share
premium
Retained
earnings
Tran
slation
reserve
Other
reserves
Profit
for the
period
Equity
attribu
table
to the
parent
Equity
attribu
table to
non-con
trolling
interests
Total
Equity
Balance as of December 31,
2022
18,268 3,357 223,433 387,242 5,059 14,295 89,564 741,218 3,586 744,804
Transactions with shareholders:
Share capital increase - - - - - - - - 900 900
Allocation of profit for 2022 - 297 - 89,267 - - (89,564) - - -
Distribution of Dividends - - - (24,202) - - - (24,202) - (24,202)
Other movements – Share
based payments
- - - - - 290 - 290 - 290
Comprehensive income statement:
Profit for the period - - - - - - 46,233 46,233 493 46,726
Actuarial reserve - - - - - (45) - (45) 3 (42)
Effective portion of the
change in fair value of
financial instruments hedging
cash flows
- - - - - (30) - (30) - (30)
Change in fair value of
financial assets
- - - - - 99 - 99 86 185
Translation reserve - - - - (20,111) - - (20,111) (34) (20,145)
Balance as of June 30, 2023 18,268 3,654 223,433 452,307 (15,052) 14,609 46,233 743,452 5,034 748,486
Balance as of December 31, 2023 18,268 3,654 223,433 452,307 (19,538) (3,686) 230,050 904,488 5,700 910,188
Transactions with shareholders:
Share capital increase - - - - - - - - 1,100 1,100
Allocation of profit for 2023 - - - 230,050 - - (230,050) - - -
Distribution of Dividends - - - (24,438) - - - (24,438) - (24,438)
(Increase) / Decrease of
Treasury Shares
- - (8) - - (25,992) - (26,000) - (26,000)
Other movements – Share
based payments
- - - - - 552 - 552 - 552
Comprehensive income statement:
Profit for the period - - - - - - 39,856 39,856 176 40,032
Actuarial reserve - - - - - 439 - 439 3 442
Effective portion of the
change in fair value of
financial instruments hedging
cash flows
- - - - - (83) - (83) - (83)
Change in fair value of
financial assets
- - - - - 126 - 126 105 231
Translation reserve - - - - (3,829) - - (3,829) 128 (3,701)
Balance as of June 30, 2024 18,268 3,654 223,425 657,919 (23,367) (28,644) 39,856 891,111 7,212 898,323

Explanatory notes to the Condensed Consolidated half-year financial statements

48 A.
General information
56 B.
Notes to the main Financial Statement items – Income Statement
63 C.
Notes to the main Financial Statement items – Statement of financial
position - Assets
72 D.
Notes to the main Financial Statement items – Statement of financial
position – Equity and liabilities
80 E.
Financial Risks
82 F.
Segment reporting
86 G.
Related Party Transactions
90 I. Commitments and contingent liabilities
91 J. Events after the reporting date

A. General information

1. General information

Industrie De Nora S.p.A. (hereinafter the "Company" or "IDN" and together with its subsidiaries the "Group" or the "De Nora Group") is a joint-stock company incorporated and registered in Italy at the Companies Register Office of Milan. The Company, with registered office at Via Bistolfi 35 - Milan, Italy, has been listed on Euronext Milan since June 30, 2022.

The Group was founded by the engineer Oronzio De Nora and prides itself of more than 100 years in the electro-chemical industry. Today it is known as a world leader in supplying electrodes for the electrochemical industry. The Group is also active in the design and supply of technologies for water treatment and disinfection and is committed to developing solutions for the energy transition, particularly holding a prominent position in supplying technologies for hydrogen production through water electrolysis.

Please note that these Condensed Consolidated Interim Financial Statements for the six months ended June 30, 2024 (hereinafter the "Condensed Consolidated Interim Financial Statements") were approved by the Company's Board of Directors on July 30, 2024.

  1. Summary of the accounting principles adopted and of the criteria adopted for the preparation of the condensed consolidated interim financial statements

2.1 Criteria for the preparation of the Condensed Consolidated Interim Financial Statements

The De Nora Group has prepared these Condensed Consolidated Interim Financial Statements in accordance with IAS 34 - Interim Financial Reporting by applying the same accounting standards adopted in the preparation of the Consolidated Financial Statements as of December 31, 2023 and in effect as of June 30, 2024, in accordance with International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and endorsed by the European Union, hereinafter the "IFRS". The IFRS have been applied consistently in all the periods presented. These Condensed Consolidated Interim Financial Statements have been prepared in "condensed" form, i.e., with a significantly lower level of disclosure than required by IFRS, as permitted by IAS 34, and should therefore be read in conjunction with the Group's consolidated financial statements for the year ending December 31, 2023, prepared in accordance with IFRS and approved by the Board of Directors on March 18, 2024.

The Condensed Consolidated Interim Financial Statements consist of the interim consolidated statement of financial position, the interim consolidated income statement, the interim consolidated statement of comprehensive income, the interim statement of changes in the net consolidated equity, and the interim consolidated statement of cash flows, as well as the explanatory notes.

Assets and liabilities as of June 30, 2024 are compared with the consolidated statement of financial position as of December 31, 2023. The amounts in the consolidated income statement, consolidated statement of comprehensive income, statement of changes in the net consolidated equity, and consolidated statement of cash flows for the six months ended June 30, 2024, are compared with the respective amounts for

the six months ended June 30, 2023.

The Group has chosen to present the consolidated income statement by the nature of the expenses, highlighting the interim results relating to the operating result and the result before tax.

The statement of financial position is prepared using the format whereby assets and liabilities are presented on a "current/non-current" basis. An asset is classified as current when:

  • it is assumed that such asset is carried out, or is held for sale or consumption, in the normal course of the operating cycle;
  • it is mainly owned for trading purposes;
  • it is assumed that it will be realized within twelve months from the closing date of the period;
  • it consists of cash and cash equivalents (unless it is forbidden to exchange it or use it to settle a liability for at least twelve months from the closing date of the period).

All other assets are classified as non-current. In particular, IAS 1 includes property, plant and equipment, intangible assets and long-term financial assets among non-current assets.

A liability is classified as current when:

  • it is expected to be settled in the normal operating cycle;
  • it is mainly owned for trading purposes;
  • it will be settled within twelve months from the closing date of the period;
  • there is no unconditional right to defer its settlement for at least twelve months after the end of the period. The clauses of a liability that could, at the option of the counterparty, give rise to its settlement through the issue of equity instruments, do not affect its classification.

All other liabilities are classified by the company as non-current.

The operating cycle is the time that

elapses between the acquisition of assets for the production process and their realization in cash or cash equivalents. When the normal operating cycle is not clearly identifiable, its duration is assumed to be twelve months.

The consolidated statement of cash flows is prepared using the indirect method.

The statement of changes in the consolidated equity shows the changes in shareholders' equity items related to:

  • the recognition of the result for the period and allocation of the result of the previous period;
  • amounts relating to transactions with shareholders;
  • all gains and losses, net of tax, which, as required by IFRS, are accounted for directly in equity (actuarial gains and losses arising from defined benefit plans and hedging reserves);
  • changes in the fair value reserves relating to cash flow hedges, net of taxes;
  • changes in the consolidation scope;
  • the effect of the differences deriving from the conversion of the financial statements of foreign companies;
  • changes in accounting principles.

The consolidated statement of comprehensive income presents, on a separate basis, the profit/(loss) for the period and any income and expense not recognized in the income statement, but is instead recognized directly in equity, in accordance with specific IFRS principles.

The Condensed Consolidated Interim Financial Statements have been drawn up in Euro, the Company's functional currency. The financial position and income statements, the explanatory notes and the tables are expressed in thousands of Euro, unless otherwise indicated.

The Condensed Consolidated Interim Financial Statements were prepared:

— on a going concern basis, as the

Directors verified the absence of financial, management or other indicators that could indicate significant uncertainties about the Group's ability to meet its obligations in the foreseeable future and, in particular, in the 12 months following the closing date, as compared to the date of these interim financial statements. The assessments made confirm that the Group is able to operate in compliance with the going concern assumption and in compliance with financial covenants;

  • on an accrual basis of accounting, in compliance with the principle of relevance and significance of the information, of the prevalence of substance over form and with a view to favoring consistency with future presentations. The assets and liabilities, costs and revenues are not offset against each other, unless this is permitted or required by IFRS;
  • on the basis of the conventional historical cost criterion, except for the valuation of financial assets and liabilities in cases where the application of the fair value criterion is mandatory.

2.2 Changes in accounting principles

With regard to the accounting standards and amendments applicable from January 1, 2024, already described in the Consolidated Financial Statements at 31 December 2023 to which reference should be made, it is noted that the Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier Finance Arrangements were endorsed on 15 May 2024. There are no impacts on the Condensed Consolidated Interim Financial Statements arising from the amendments applicable from 1 January 2024.

With regard to the accounting standards and amendments that are not yet applicable, as they have not been endorsed by the European Union, in addition to what is described in the

Consolidated Financial Statements at 31 December 2023, to which reference should be made, it is noted:

  • the new IFRS 18 Presentation and Disclosure in Financial Statements (issued on 9 April 2024), whose effective date is expected to be January 1, 2027;
  • the new IFRS 19 Subsidiaries without Public Accountability: Disclosures2 (issued on 9 May 2024), whose effective date is expected to be January 1, 2027;
  • the Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7), whose effective date is expected to be January 1, 2026.

2.3 Structure and content of the Consolidated Financial Statements

The Condensed Consolidated Interim Financial Statements include the economic and financial position of the Company and its subsidiaries, prepared based on the related accounting situations and, where applicable, appropriately adjusted to make them compliant with IFRS.

As of June 30, 2024, the financial statements of the companies in which the Company directly or indirectly has control have been consolidated using the "full consolidation method", through the full assumption of the assets and liabilities and the costs and revenues of the subsidiaries.

Companies in which the Group exercises significant influence are measured using the "equity method", which foresees the initial recognition of the equity investment at cost and the subsequent adjustment of the carrying amount to reflect the investor's share of the related company's profits or losses after the acquisition date.

The companies included in the consolidation scope as of June 30, 2024 are as follows:

Company Registered
office
Currency Share Capital as of 30.06.2024 Interest % De Nora Group Consolidation
method
in local currency in Euro As of
30.06.2024
As of
31.12.2023
Oronzio De Nora
International
BV - THE
NETHERLANDS:
Basisweg, 10
- Amsterdam -
OLANDA
Euro 4,500,000.00 4,500,000.00 100% 100% line-by-line
*De Nora
Deutschland
GmbH -
GERMANY
Industriestrasse 17
63517 Rodenbach -
GERMANY
Euro 100,000.00 100,000.00 100% 100% line-by-line
*Shotec Gmbh -
GERMANY
An der
Bruchengrube 5,
63452 Hanau -
GERMANY
Euro 40,000.00 40,000.00 100% 100% line-by-line
*De Nora India
Ltd - INDIA
Plot Nos. 184, 185
& 189 Kundaim
Industrial Estate
Kundaim 403 115,
Goa, INDIA
INR 53,086,340.00 594,808.26 53.67% 53.67% line-by-line
*De Nora
Permelec Ltd –
JAPAN:
2023-15 Endo,
Fujisawa City -
Kanagawa Pref.
252 - JAPAN
JPY 90,000,000.00 523,438.41 100% 100% line-by-line
*De Nora Hong
Kong Limited -
HONG KONG
Unit D-F 25/F YHC
Tower 1 Sheung
YUET Road
Kowllon Bay KL -
HONG KONG
HKD 100,000.00 11,962.58 100% 100% line-by-line
De Nora do Brasil
Ltda - BRASIL
Avenida Jerome
Case No. 1959
Eden -CEP 18087-
220 - Sorocoba/SP
- BRASIL
BRL 9,662,257.00 1,640,033.44 100% 100% line-by-line
De Nora Elettrodi
(Suzhou) Co., Ltd
– CHINA:
No. 113 Longtan
Road,Suzhou
Industrial Park
215126, CHINA
USD 25,259,666.00 23,596,138.25 100% 100% line-by-line
*De Nora China
- Jinan Co Ltd -
CHINA:
Building
3,No.5436,Wenquan
Rd.,Lingang
Development
Zone,Licheng
District,Jinan City.
Shandong Province
PR CHINA
CNY 15,000,000.00 1,929,310.08 100% 100% line-by-line
*De Nora Glory
(Shanghai) Co
Ltd - CHINA:
No.2277 Longyang
Rd. Unit 1605
Yongda Int'l Plaza -
Shanghai - CHINA
CNY 1,000,000.00 128,620.67 80% 80% line-by-line
De Nora Italy S.r.l.
- ITALY
Via L.Bistolfi, 35 -
20134 Milan - ITALY
Euro 5,000,000.00 5,000,000.00 100% 100% line-by-line
De Nora Water
Technologies Italy
S.r.l. – ITALY
Via L.Bistolfi, 35
- 20134 Milan -
ITALY
Euro 78,000.00 78,000.00 100% 100% line-by-line
*De Nora Water
Technologies FZE
– DUBAI
Office No: 614, Le
Solarium Tower,
Dubai Silicon Oasis
- DUBAI
AED 250,000.00 63,590.58 100% 100% line-by-line
De Nora Italy
Hydrogen
Technologies S.r.l.
- ITALY
Via L.Bistolfi, 35
- 20134 Milan -
ITALY
Euro 2,510,000.00 2,510,000.00 90% 90% line-by-line

(*): indirect stake of Industrie De Nora S.p.A.

Company Registered
office
Currency Share Capital as of 30.06.2024 Interest % De Nora Group Consolidation
method
in local currency in Euro As of
30.06.2024
As of
31.12.2023
De Nora Holding
UK Ltd. – UNITED
KINGDOM
c/o Pirola Pennuto
Zei & Associati
Limited, 5th Floor,
Aldermary House,
10-15 Queen Street,
London EC4N
1TX - UNITED
KINGDOM
Euro 19.00 19.00 100% 100% line-by-line
*De Nora Water
Technologies
UK Services
Ltd. – UNITED
KINGDOM
Daytona House
Amber Close,
Amington,
Tamworth B77
4RP - UNITED
KINGDOM
GBP 7,597,918.00 8,976,958.34 100% 100% line-by-line
*De Nora Holding
US Inc. – USA:
7590 Discovery
Lane , Concord,
OH 4407 - U.S.A.
USD 10.00 9.34 100% 100% line-by-line
*De Nora Tech
LLC – USA
7590 Discovery
Lane , Concord,
OH 4407 - U.S.A.
USD - - 100% 100% line-by-line
*De Nora Water
Technologies LLC
– USA:
3000 Advance
Lane 18915 -
Colmar - PA -
U.S.A.
USD 968,500.19 904,717.60 100% 100% line-by-line
*De Nora Water
Technologies
(Shanghai) Co.
Ltd - CHINA
2277 Longyang
Road, Unit
305 Yongda
International Plaza
- 201204 - Pudong
Shanghai - CHINA
CNY 16,780,955.00 2,158,377.71 100% 100% line-by-line
*De Nora Water
Technologies
Ltd. – UNITED
KINGDOM:
c/o Pirola Pennuto
Zei & Associati
Limited, 5th Floor,
Aldermary House,
10-15 Queen Street,
London EC4N
1TX - UNITED
KINGDOM
GBP 1.00 1.18 100% 100% line-by-line
*De Nora Water
Technologies
(Shanghai) Ltd -
CHINA
No 96 Street
A0201 Lingang
Marine Science
Park, Pudong New
District, Shanghai -
CHINA
CNY 7,757,786.80 997,811.75 100% 100% line-by-line
*De Nora Marine
Technologies LLC
– USA
1110 Industrial Blvd.,
Sugar Land, TX
77478 - U.S.A.
USD - - 100% 100% line-by-line
*De Nora
Neptune LLC –
USA
305 South Main
Street, Fort
Stockton, Texas
76735 - U.S.A.
USD - - 80% 80% line-by-line
Capannoni S.r.l.-
ITALY:
Via L.Bistolfi, 35
- 20134 Milan -
ITALY
Euro 8,500,000.00 8,500,000.00 100% 100% line-by-line
*Capannoni LLC
- USA
7590 Discovery
Lane , Concord,
OH 4407 - U.S.A.
USD 3,477,750.00 3,248,715.55 100% 100% line-by-line
thyssenkrupp
nucera AG & Co.
KGaA
GERMANY Euro 126,315,000.00 126,315,000.00 25.85% 25.85% equity
*Thyssenkrupp
Nucera Italy S.r.l.
ITALY Euro 1,080,000.00 1,080,000.00 25.85% 25.85% equity
*ThyssenKrupp
Nucera Australia
Pty.
AUSTRALIA AUD 500,000.00 310,964.61 25.85% 25.85% equity

(*): indirect stake of Industrie De Nora S.p.A.

Company Registered
office
Currency Share Capital as of 30.06.2024 Interest % De Nora Group Consolidation
method
in local currency in Euro As of
30.06.2024
As of
31.12.2023
*thyssenkrupp
nucera Arabia for
Contracting LLC
SAUDI ARABIA SAR 2,000,000.00 508,724.63 25.85% 25.85% equity
*Thyssenkrupp
Nucera Japan
Ltd.
JAPAN JPY 150,000,000.00 872,397.35 25.85% 25.85% equity
*Thyssenkrupp
nucera
(Shanghai) Co.,
Ltd
CHINA CNY 20,691,437.50 2,661,346.59 25.85% 25.85% equity
*Thyssenkrupp
Nucera USA Inc.
U.S.A. USD 700,000.00 653,900.05 25.85% 25.85% equity
*thyssenkrupp
nucera
Participations
GmbH
GERMANY Euro 25,000.00 25,000.00 25.85% 25.85% equity
*thyssenkrupp
nucera India
Private Limited
INDIA INR 71,940.00 806.05 25.85% 25.85% equity
*thyssenkrupp
nucera HTE
GmbH
GERMANY Euro 25,000.00 25,000.00 25.85% - equity
TK Nucera
Management AG
GERMANY Euro 50,000.00 50,000.00 34% 34% equity

(*): indirect stake of Industrie De Nora S.p.A.

It should be noted that the scope of consolidation as of June 30, 2024 is unchanged compared to December 31, 2023.

The following table summarises the exchange rates used to convert the financial statements of companies that have a functional currency other than the Euro for the periods indicated.

Currency Average exchange rate for the Exchange rate at
First Half-Year
ended June 30,
2024
First Half-Year
ended June 30,
2023
June 30, 2024 December 31,
2023
US Dollar 1.0813 1.0809 1.0705 1.1050
Japanese Yen 164.4614 145.7753 171.9400 156.3300
Indian Rupee 89.9862 88.8562 89.2495 91.9045
Chinese Yuan
Renminbi
7.8011 7.4906 7.7748 7.8509
Brazilian Real 5.4922 5.4827 5.8915 5.3618
GB Pound 0.8547 0.8763 0.8464 0.8691

2.4 Accounting standards and measurement criteria

The main recognition, classification and valuation criteria and accounting policies adopted for the preparation of the Condensed Consolidated Interim Financial Statements are consistent to those adopted for the preparation of the Consolidated Financial Statements as of December 31, 2023 to which reference is therefore made, except for the adjustments required by the nature of the interim reporting.

The Group has not adopted early any standard, interpretation or improvement issued but not yet in effect.

Estimates and assumptions used to draw up these Condensed Consolidated Interim Financial Statements are consistent with the ones used for the preparation of the Consolidated Financial Statements as of December 31, 2023 to which reference is therefore made.

Furthermore, income taxes for the period are determined based on the best possible estimate in relation to the available information and on the reasonable expectation of the year's performance until the end of the tax period.

Starting from January 1, 2024, the De Nora Group falls within the scope of the Pillar 2 regulation, as outlined in Directive No. 2022/UE/2523 and Legislative Decree No. 209/2023, having exceeded the revenue threshold of 750 million euros for two of the four preceding fiscal years.

In a particularly complex regulatory environment, the rules regarding Pillar 2 envision, for the initial periods of effectiveness, the option to apply simplifications to the calculation of effective taxation, known as "Transitional Country by Country Reporting (CbCR) Safe Harbour." Specifically, if at least one of the three tests specified by the Transitional CbCR Safe Harbour is met, it results in the automatic elimination of any additional taxation that may be due, along with a simultaneous reduction in compliance burdens for the Group.

Based on the information known or reasonably estimable, De Nora Group's exposure to Pillar 2 income tax at the closing date of the half year is assessed as not significant because:

  • For the majority of entities within the group located in jurisdictions that meet at least one of the three tests specified by the Transitional CbCR Safe Harbour, conditions for the elimination of Pillar 2 taxes are met.
  • For the remaining entities within the group located in jurisdictions that do not meet any of the three tests specified by the Transitional CbCR Safe Harbour, simulating the application (in general terms) of the GloBE Rules indicates that the effective taxation level of such jurisdictions is insignificant or nil.

Therefore, no impacts deriving from the Pillar 2 rules have been booked in this Condensed Consolidated Interim Financial Statements.

Other Information

Seasonality

The Group's activities show no significant seasonal or cyclical variations.

Russia-Ukraine conflict

The persistent geopolitical and regulatory uncertainty, determined by the Russian-Ukrainian conflict, has significantly influenced global macroeconomic conditions, generating an alteration of the normal market dynamics. The Group constantly monitors the evolution of the Russian-Ukrainian conflict in order to assess the potential impacts and ensure full compliance with the regulatory provisions. The current

evolution of European sanctions has led to a progressive reduction in trade relations with, and supplies to, Russian counterparts.

As of June 30, 2024, the Group's main suppliers of strategic materials are located outside Russia and Ukraine.

The Group has a single significant project with a Russian customer operating in the mining and metallurgical sector who, as of today, is not among the sanctioned entities, revenues recorded in the first six months 2024 with such customer amount to Euro 10.2 million, 2.6% of Group revenues for the six months ended June 30, 2024. As of June 30, 2024, the exposure to the Russian customers amounted to approximately Euro 1.7 million.

B. Notes to the main Financial Statement items – Income Statement

4. Revenues

The following table details revenues

from contracts with customers by type for the six-month periods ended June 30, 2024 and 2023.

First Half-Year ended June 30
2024 2023
(in ¤ thousands)
Sales of electrodes 204,807 230,376
Sales of systems 19,418 14,741
After-market and other sales 137,156 133,329
Change in construction contracts 38,966 41,938
Total 400,347 420,384

Revenues for the six months ended June 30, 2024 amounted to Euro 400,347 thousand (Euro 420,384 thousand for the six months ended June 30, 2023). The overall decrease of Euro 20,037 thousand (or 4.8%, instead 2.3% at constant exchange rates5) can be essentially attributable to the reduction in Electrode Technologies segment (around -11.6%), with revenues in the first half year of 2024 amounting to Euro 204,790 thousand compared to Euro 231,701 thousand of the first half year 2023. Water Technologies segment shows instead an increase in revenues

of 1.3% compared to first half year 2023, with revenues of the first six months 2024 amounting to Euro 143,283 thousand compared to Euro 141,406 thousand of the first six months 2023. The Energy Transition segment achieved also an increase in revenues, with Euro 52,274 thousand of revenues in the first six months of 2024, +10,6% compared to the Euro 47,277 thousand achieved in the same period of previous financial year.

Revenue is analyzed in detail, by geographical area, here below:

First Half-Year ended June 30
2024 2023
(in ¤ thousands)
Europe, Middle East, India and Africa (EMEIA) 144,409 158,618
North and Latin Americas (AMS) 121,033 126,661
Asia and South Pacific (APAC) 134,905 135,105
Total 400,347 420,384

For the six-month periods ended June 30, 2024, almost all of the obligations to be fulfilled by the Group refer to

contracts with a duration of less than 12 months.

5 Determined by converting data in currencies other than the Euro for the six months ended June 30, 2024 at historical exchange rates for the six months ended June 30, 2023.

5. Change in inventory of finished goods and work in progress

For the six months ended June 30, 2024, the Group had a positive change in inventories of semi-finished and finished products of Euro 821 thousand (Euro 25,308 thousand for the six months ended June 30, 2023).

6. Other income

The table below shows the detail of other income for the six-month periods ended June 30, 2024 and 2023:

First Half-Year ended June 30

2024 2023
(in ¤ thousands)
Sundry income 2,651 2,090
R&D grants 1,211 655
R&D income 60 63
Gain on sale of non-current assets 5,826 1
Insurance refund 41 563
Total 9,789 3,372

Other income mainly refers to income from ancillary operations.

Gain on sale of non-current assets are essentially related to the sale of intangible assets, carried out by the parent company and the subsidiary De Nora Marine Technologies LLC, for the latter as part of the process of divesture from the Marine Technologies business.

7. Raw materials, ancillary materials, consumables and goods

The table below shows the cost for raw materials, consumables, supplies and goods for the six months ended June 30, 2024 and 2023:

2024 2023
(in ¤ thousands)
Purchase of raw materials 129,675 125,386
Change in inventory (18,317) 12,826
Purchase of semi-finished and finished goods 41,045 47,736
Purchase of consumables and supplies 9,379 10,866
Purchase of packaging material 1,296 1,142
Other purchases and related charges 30 73
Total 163,108 198,029

First Half-Year ended June 30

Costs for raw materials, consumables, supplies and goods for the six months ended June 30, 2024, amounted to Euro 163,108 thousand, decreased by Euro 34,921 thousand compared to Euro 198,029 thousand for the six months ended June 30, 2023, mainly as a consequence of the described reduction in sales volumes in the Electrode Technologies segment.

Costs for raw materials, consumables, supplies and goods are shown net of capitalized costs, amounting to Euro

1,269 thousand in the first six months of 2024 (Euro 2,620 in the first six months of the previous year) and they consist of costs incurred by the Group companies for the internal development of projects and products that meet the requirements for capitalization.

8. Personnel expenses

HALF YEAR FINANCIAL REPORT 2024

The table below shows the detail of personnel expenses for the six months ended June 30, 2024 and 2023:

First Half-Year ended June 30

2024 2023
(in ¤ thousands)
Wages and salaries 59,181 57,163
Social security contributions 13,904 12,876
Post-employment benefits and other pension plans 1,397 1,210
Other personnel net (income)/expenses 1,556 1,201
Total 76,038 72,450

Personnel expenses amounted to Euro 76,038 thousand for the six months ended June 30, 2024 with an increase compared to the first six month ended June 30, 2023 of Euro 3,588 (Euro 72,450 thousand for the six months

ended June 30, 2023) mainly due to the increase of headcount. The following table shows the average number of Group employees for the six months ended June 30, 2024 and 2023.

First Half-Year ended June 30
2024 2023
Average number of employees 2,044 1,983

The item Wages and Salaries includes also the cost for the Performance Share Plan (PSP), a regulation accounted for on the basis of IFRS 2 (approved by the Company's corporate bodies) that provides for the assignment to a certain number of beneficiaries, identified in the regulation itself, of rights of subscription of ordinary shares of the Company

based on the achievement of performance objectives. The cost posted in the income statement in the six months ended June 30, 2024 under personnel expenses amounts to Euro 552 thousand, (Euro 290 thousand for the same period of the previous year) recognized with a corresponding balancing entry in Other reserves in Equity.

"Other personnel net expenses/(income)" amounting to Euro 1,556 thousand (Euro 1,201 thousand for the six months ended June 30, 2023), are mainly related to charges and incentives for termination of personnel, costs for medical and insurance coverage, and expatriate benefits.

Personnel expenses are shown net of capitalized costs, amounting to Euro 1,406 thousand in the first six months of 2024 (Euro 2,120 in the first six months of the previous year) and they consist of costs incurred by the Group companies for the internal development of projects and products that meet the requirements for capitalization.

9. Service Costs

The table below shows the detail of costs for services for the six months ended June 30, 2024 and 2023:

First Half-Year ended June 30
2024 2023
(in ¤ thousands)
Outsourcing expenses 33,512 34,531
Consultancies:
- Production and technical assistance 10,573 6,536
- Selling 55 160
- Legal, tax, administrative and ICT 6,932 6,926
- M&A and Business development - 43
Utilities/Phone expenses 5,389 5,891
Maintenance 10,131 9,115
Travel expenses 4,620 4,363
R&D 993 648
Statutory auditors' fees 62 62
Insurance 2,082 2,004
Rents and other lease expenses 1,272 1,481
Commissions and royalties 2,895 2,860
Freight 4,411 6,574
Waste disposal, office cleaning and security 2,058 1,807
Promotional, advertising and marketing expenses 515 486
Patents and trademarks 576 618
Canteen, training and other personnel expenses 2,024 1,840
Board of Directors' fees 683 641
Total 88,783 86,586

Costs for services amounted to Euro 88,783 thousand for the six months ended June 30, 2024, with an overall increase by Euro 2,196 thousand

compared to the first half year 2023, and they are mainly related to outsourcing expenses, consultancy, utilities, maintenance and transport costs.

10. Other operating expenses

The table below shows the detail of other operating expenses for the six months ended June 30, 2024 and 2023:

First Half-Year ended June 30

2024 2023
(in ¤ thousands)
Indirect taxes and duties 3,358 4,382
Losses on sale of non-current assets 114 203
Losses on receivables (not covered by utilization of bad debt
provision)
47 -
Other miscellaneous expenses 2,175 1,138
Total 5,694 5,723

Other operating expenses amounted to Euro 5,694 thousand for the six months ended June 30, 2024 (Euro 5,723 thousand for the six months ended June 30, 2023).

11. (Impairment) /write back of non-current assets

and provisions

The following table shows the detail of the item impairment (losses)/revaluations of non-current assets and provisions for the six months ended June 30, 2024 and 2023:

First Half-Year ended June 30

2024 2023
(in ¤ thousands)
Net accrual of provisions for risks and charges 778 3,418
Net accrual of bad debt provision (50) (248)
Impairment/(Write back) of Intangible Assets - Property, Plant and
Equipment
- 1,276
Total 728 4,446

In the six months ended June 30, 2024 no impairments or write-back of non-current assets have been booked, whilst the impairment of Euro 1,276 thousand in the half-year ended June 30, 2023 was related to the intangible

asset (development costs) recorded by the company De Nora Water Technologies Italy S.r.l. for the development of a water treatment system on cruise ships (Advanced Wastewater Treatment Plant).

  1. Finance income The table below shows the detail of finance income for the six months ended June 30, 2024 and 2023:
First Half-Year ended June 30
2024 2023
(in ¤ thousands)
Exchange rate gains 8,000 4,445
Fair value (positive) on financial instruments - 30
Income from non-current financial assets 490 305
Interest from banks/financial receivables 1,812 1,027
Interest on trade receivables 11 1
Other finance income 2 117
Total 10,315 5,925
  1. Finance expenses The table below shows the detail of finance expenses for the six months ended June 30, 2024 and 2023:

First Half-Year ended June 30

2024 2023
(in ¤ thousands)
Bank interest and interest on loans and borrowings 3,253 4,662
Exchange rate losses 7,439 4,716
Fair value (negative) on financial instruments 453 2
Finance expenses on personnel costs 297 320
Bank fees 449 455
Other finance expenses 604 274
Total 12,495 10,429

The decrease in Bank interest and interest on loans and borrowings (overall Euro 1,409 thousand) is due primarily to the partial repayment, which occurred at the end of the first quarter of 2023, of the Pool Financing granted to the parent company and to the subsidiary De Nora Holdings US Inc. In particular, Euro 100,000 thousand of the Euro

financing line granted to Industrie De Nora S.p.A. and USD 50,000 thousand of the USD financing line granted to De Nora Holdings US Inc. were repaid. Therefore, after such repayment, these credit lines remain open for Euro 80,000 thousand and USD 40,000 thousand, respectively.

  1. Income tax expense The table below shows the detail of income tax expense for the six months ended June 30, 2024 and 2023.

First Half-Year ended June 30

2024 2023
(in ¤ thousands)
Current taxes 13,888 19,444
Deferred taxes 2,537 (1,684)
Prior years taxes (104) (77)
Total 16,321 17,683
  1. Earnings per share The following table shows the basic and diluted earnings per share for the six months ended June 30, 2024 and 2023.

First Half-Year ended June 30 2024 2023 Profit for the period attributable to the owners of the parent distributable to shareholders (in Euro thousand) 39,856 46,233 Weighted average number of shares for basic earnings per share 199,143,981 201,685,174 Basic earnings per share (in Euro) 0.20 0.23 Weighted average number of shares for diluted earnings per share 199,177,633 201,685,174 Diluted earnings per share (in Euro) 0.20 0.23

6 2

C. Notes to the main Financial Statement items – Statement of financial position - Assets

  1. Goodwill and intangible assets

The table below shows the breakdown and changes in intangible assets for the six months ended June 30, 2024:

Goodwill Industrial
patents and
intellectual
property
rights
Conces
sions licen
ses and
trademarks
Know - how
and Techno
logies
Customer
relation
ships
Develop
ment costs
Other Assets
under con
struction
and
advance
payments
Total intan
gible assets
(in ¤ thousands)
Historical cost
at December
31, 2023
64,742 15,402 39,385 45,205 50,762 16,895 9,286 7,990 249,667
Increase - 296 54 - - - - 2,328 2,678
Decrease - (56) (204) - - - - (57) (317)
Impairment - - (113) - - - - 113 -
Reclassifica
tions/other
changes
- 207 1,308 - - 594 - (2,111) (2)
Translation
differences
2,005 (174) (72) (1,158) 860 313 121 63 1,958
Historical cost
at June 30,
2024
66,747 15,675 40,358 44,047 51,622 17,802 9,407 8,326 253,984
Accumulated
amortization as
at December
31, 2023
- 14,276 30,810 32,498 38,554 12,313 5,428 - 133,879
Increase - 473 1,806 729 585 999 274 - 4,866
Decrease - (16) (204) - - - - - (220)
Reclassifica
tions/other
changes
- - - - - - - - -
Translation
differences
- (129) (169) (531) 853 183 80 - 287
Accumulated
amortization
as at June 30,
2024
- 14,604 32,243 32,696 39,992 13,495 5,782 - 138,812
Net carrying
value as at
December 31,
2023
64,742 1,126 8,575 12,707 12,208 4,582 3,858 7,990 115,788
Net carrying
value as at
June 30, 2024
66,747 1,071 8,115 11,351 11,630 4,307 3,625 8,326 115,172

Investments in intangible assets for the first half 2024 amounted to Euro 2,678 thousand and mainly refer to:

  • i) industrial patent rights and intellectual property rights for Euro 296 thousand mainly attributable to the registration and acquisition of industrial patents by the parent company Industrie De Nora S.p.A.;
  • ii) concessions, licenses and trademarks for Euro 54 thousand mainly relating to the implementation of SAP management system and other ICT systems;
  • iii) intangible assets in progress for Euro 2,328 thousand relating to: for Euro 301 thousand to industrial patent rights and intellectual property rights mainly attributable

to the registration and acquisition of industrial patents by the parent company Industrie De Nora S.p.A. and by the Japanese subsidiary De Nora Permelec Ltd., for Euro 1,070 thousand to concessions, licenses and trademarks mainly relating to the implementation of SAP management system and other ICT systems and for Euro 957 thousand related to product development costs mainly pertaining to the Water Technologies business segment.

17. Property, Plant and Equipment

The following table shows the breakdown and changes in property, plant and equipment for the six months ended June 30, 2024:

Land Buildings Plant and
Machinery
Other
assets
Leased
assets
Right of
use of
PPE:
- of which
Buildings
- of which
Other
assets
Assets
under con
struction
and
advance
payments
Total proper
ty, plant and
equipment
(in ¤ thousands)
Historical cost as of
December 31, 2023
41,815 100,461 117,917 20,021 118,447 27,050 25,524 1,526 47,581 473,292
Increase - 39 195 43 1,814 1,885 1,488 397 17,993 21,969
Decrease - (21) (1,269) (355) (279) (1,032) (487) (545) - (2,956)
Impairment - - - - - - - - - -
Reclassifications/
other changes
- 4,405 16,201 773 - - - - (21,254) 125
Translation diffe
rences
(1,677) (895) (537) (229) (6,020) 90 82 8 229 (9,039)
Historical cost at
June 30, 2024
40,138 103,989 132,507 20,253 113,962 27,993 26,607 1,386 44,549 483,391
Accumulated
depreciation as at
December 31, 2023
10 39,146 66,044 15,085 92,648 6,086 5,062 1,024 - 219,019
Increase - 1,745 3,836 701 2,908 2,148 1,993 155 - 11,338
Decrease - (17) (1,142) (337) (274) (1,032) (487) (545) - (2,802)
Reclassifications/
other changes
- 1 (1) - - - - - - -
Translation diffe
rences
- (523) (289) (122) (4,914) 76 66 10 - (5,772)
Accumulated amor
tization as at June
30, 2024
10 40,352 68,448 15,327 90,368 7,278 6,634 644 - 221,783
Net carrying value
as at December 31,
2023
41,805 61,315 51,873 4,936 25,799 20,964 20,462 502 47,581 254,273
Net carrying value
as at June 30, 2024
40,128 63,637 64,059 4,926 23,594 20,715 19,973 742 44,549 261,608

Additions to property, plant and equipment amounted to Euro 21,969 for the first half 2024. In particular, investments in property, plant and equipment excluding increases in right of use of property, plant and equipment amounted to Euro 20,084 thousand and mainly refer to:

  • i) leased assets for Euro 1,814 thousand related to anodes to be leased within the Electrode Technologies business segment;
  • ii) plant and machinery for Euro 195 thousand mainly attributable to the plants in China and Germany;
  • iii) buildings for Euro 39 thousand;
  • iv) other tangible assets for Euro 43 thousand;
  • v) assets under construction and advance payments amounting to Euro 17,993 thousand, which refer for Euro 7,389 thousand to plant and machinery aimed to the technological renewal and the planned production capacity expansion mainly in Italy (Gigafactory), Germany, China, United States, Brazil and Japan, for Euro 8,241

thousand to buildings mainly in Italy, Germany and United States and Japan for Euro 1,244 thousand to other tangible assets under construction mainly in Italy and Japan and for Euro 1,119 thousand to advance payments (advances paid for the manufacturing site expansion project in Germany).

The decrease in property, plant and equipment for a total of Euro 2,956 thousand (Euro 154 thousand net of the related accumulated depreciation) mainly refer to the disposal of machinery by the German subsidiary De Nora Deutschland GmbH and to the expiration of leasing contracts for which the related right of use ended during the half-year.

18. Equity-accounted investees

This item refers to the investment in the associated company Thyssenkrupp nucera AG & Co. KGaA ("tk nucera"). At June 30, 2024, the value of equity-accounted investees is equal to Euro 229,102 thousand, compared to Euro 231,511 thousand at December 31, 2023.

As of June 30, 2024
(in ¤ thousands)
Opening balance 231,511
Share of profit (1,870)
Other increases (decreases) (539)
Closing balance 229,102
Investment % 25.85%

For the purpose of measuring the investment using the equity method, the results for the quarter ending as of March 31, 2024 were used in the absence of tk nucera financial figures referring to a more recent date, taking into account any transactions or events that had a significant impact on the associated company in the April-June 2024 period, in accordance with IFRS (IAS 28, paragraph 34).

The following table shows the consolidated statement of financial position and income statement figures for tk nucera for the 3-month period ended March 31, 2024 (a period that represents the second quarter of operations of the associate company since the business year of tk nucera group companies runs from October 1 to September 30).

As of March 31, 2024
---------------------- --
(in ¤ thousands)
Intangible assets 54,990
Property, plant and equipment 12,491
Deferred tax assets 18,533
Other non-current assets 2,504
Inventory 132,374
Trade receivables 38,867
Financial assets and other current receivables 175,925
Cash and cash equivalent 749,952
Total assets 1,185,636
Share Capital 126,315
Reserves 608,106
Deferred tax liabilities 12,587
Financial liabilities 3,277
Other non-current payables 10,524
Trade payables 132,797
Construction contracts and other current payables 292,030
Total liabilities and equity 1,185,636

For the period of three months ended

March 31, 2024
(in ¤ thousands)
Revenues 167,969
Operating costs (178,549)
Finance income/(expense) 6,116
Income tax expense (2,769)
Profit for the period (7,233)
Other components of the comprehensive income statement (2,085)
Profit of the comprehensive income statement for the year (9,318)

19. Financial assets, including derivatives

The table below shows the breakdown of non-current financial assets as of June 30, 2024 and December 31, 2023.

As of June 30,
2024
As of December
31, 2023
(in ¤ thousands)
Non-current
Investments in financial assets 3,246 3,180
Total 3,246 3,180

Investments in financial assets mainly refer to some pension funds and supplementary company funds for employees.

The table below shows the breakdown of current financial assets as of June 30, 2024 and December 31, 2023.

As of June 30, 2024 As of December 31, 2023

(in ¤ thousands)
Current
Financial receivables 700 32
Investments in financial assets 10,833 13,610
Fair value of derivatives 90 543
Total 11,623 14,185

Investments in financial assets, equal to Euro 10,833 thousand at June 30, 2024 (Euro 13,610 thousand at December 31, 2023) relate primarily to investments subject to short-term time restrictions that can be liquidated at any time.

The fair value of the derivative instruments at June 30, 2024 refers to forward currency derivative contracts entered into by the parent company and the subsidiary De Nora Water Technologies Italy S.r.l.

20. Inventory

The table below shows the breakdown of inventories as of June 30, 2024 and December 31, 2023:

As of June 30, 2024 As of December 31, 2023
Gross value Inventory
write-down
reserve
Net value Gross value Inventory
write-down
reserve
Net value
(in ¤ thousands)
Raw materials and
consumables
122,749 (1,975) 120,774 107,777 (2,238) 105,539
Work in progress and
semi-finished products
97,640 (8,570) 89,070 95,026 (8,035) 86,991
Finished products and
goods
63,170 (8,222) 54,948 68,454 (8,877) 59,577
Goods in transit 7,297 - 7,297 5,039 - 5,039
Total 290,856 (18,767) 272,089 276,296 (19,150) 257,146

Inventories, amounting to Euro 272,089 thousand (Euro 257,146 at December 31, 2023) increased by a total of Euro 14,943 thousand, mainly as a result of an increase in raw materials and consumables, following supplies in view of production and sales during the second half of the year.

Inventory is shown net of the write down provision equal to Euro 18,767 thousand at June 30, 2024 (Euro 19,150 at December 31, 2023). Changes in Inventory write-down provision are the following:

Raw
materials and
consumables
Work in
progress and
semi-finished
products
Finished
products and
goods
Total
(in ¤ thousands)
Balance as of December 31, 2023 2,238 8,035 8,877 19,150
Accruals of the year 2024 - 1,806 648 2,454
Utilization and releases of the year 2024 (205) (866) (1,789) (2,860)
Reclassifications/other changes - (367) 367 -
Exchange rate difference (58) (38) 119 23
Balance as of June 30, 2024 1,975 8,570 8,222 18,767

21. Current tax assets

Current tax assets amounted to Euro 12,944 thousand at June 30, 2024 (Euro 10,310 thousand at December 31, 2023) and mainly refer to advances on income taxes paid by some Group companies net of the related payables.

22. Construction contracts

The following tables provides a breakdown of Construction contracts classified as current assets and current liabilities as of June 30, 2024 and December 31, 2023.

As of June 30, 2024 As of December 31, 2023

(in ¤ thousands)
Current assets
Construction contracts 134,366 139,170
(Progress payments) (98,522) (99,227)
Provision for losses on construction contracts (182) (176)
Total 35,662 39,767
As of June 30, 2024 As of December 31, 2023
(in ¤ thousands)
Current liabilities
Construction contracts 58,370 47,017
(Progress payments and Advances) (68,566) (54,645)
Provision for losses on construction contracts (41) (402)
Total (10,237) (8,030)
Total Construction contracts (net of advances) 25,425 31,737

Construction contracts (net of contractual advances) amounted to Euro 25,425 thousand at June 30, 2024, decreasing from Euro 31,737 thousand as of December 31, 2023, and refer mainly to contracts relating to the Water Technologies business segment.

23. Trade receivables

The table below shows the detail of trade receivables as of June 30, 2024 and December 31, 2023.

As of June 30, 2024 As of December 31, 2023

(in ¤ thousands)

Current
Third parties 129,197 121,616
Related parties 31,483 26,724
Bad debt reserve (5,941) (6,413)
Total 154,739 141,927

Trade receivables are related to sales transactions and the provision of services and increased, at June 30, 2024, to Euro 154,739 thousand from Euro 141,927 thousand at December 31, 2023 due to the trend of receivable invoicing concentrated in the final part of the half

year.

The carrying amount of trade receivables, net of the bad debt provision, is deemed to approximate its fair value.

Following are the movements in the bad debt reserve:

As of June 30, 2024
(in ¤ thousands)
Current
Balance as of December 31, 2023 6,413
Accrual of the period 111
Utilisation and releases of the period (682)
Reclassifications/other changes 17
Exchange rate difference 82
Balance as of June 30, 2024 5,941

24. Other receivables

of the other receivables as of June 30, 2024 and December 31, 2023, broken down between current and non-current amounts:

The following table shows the detail

As of June 30, 2024 As of December 31, 2023
(in ¤ thousands)
Non-current
Tax receivables 6,994 4,471
Other receivables with third parties 2,790 2,837
Prepayments and accrued income 3 -
Receivables with related parties 52 52
Total 9,839 7,360
As of June 30, 2024 As of December 31, 2023
(in ¤ thousands)
Current
Tax receivables 15,481 14,878
Advances to suppliers 8,396 8,464
Other receivables with third parties 8,327 8,704
Prepayments and accrued income 9,859 6,327
Receivables with related parties 20 18
Total 42,083 38,391

As of June 30, 2024, other current and non-current receivables totaled Euro 51,922 thousand, (Euro 45,751 thousand as of December 31, 2023).

Non-current tax receivables relate to withholding taxes incurred mainly by the parent company against collections of receivables from foreign subsidiaries.

The other non-current receivables from third parties are mainly attributable to the contributions paid by the Italian companies of the Group with reference to existing supplementary pension funds as a counter-entry to the contribution due by the employer.

Current tax receivables mainly refer to VAT receivables, in addition to the current portion of the withholding taxes incurred by the parent company against collections of receivables from foreign subsidiaries.

25. Cash and cash equivalents

The table below provides a breakdown of cash and cash equivalents as of June 30, 2024 and December 31, 2023.

As of June 30,
2024
As of December
31, 2023
(in ¤ thousands)
Bank and postal accounts 150,402 192,602
Cash on hand 25 26
Deposit accounts 7,602 5,863
Cash and cash equivalents 158,029 198,491

Cash and cash equivalents are made up of effectively available values and deposits. As regards the amounts on deposits and current accounts, the related interests have been recognized on accrual basis.

Cash and cash equivalents, amounting to Euro 158,029 thousand as of June 30, 2024, decreased by Euro 40,462 thousand compared to December 31, 2023; for further details on the variations of the period please refer to Interim consolidated statement of cash flows.

D. Notes to the main Financial Statement items – Statement of financial position – Equity and liabilities

26. Equity

Equity as of June 30, 2024 amounts to Euro 898,323 thousand, decreased from Euro 910,188 thousand as of December 31, 2023.

The shares issued are fully paid up and have no nominal value.

Changes in equity for the six-month periods ended June 30, 2024 and June 30, 2023 are shown in the "Consolidated statement of changes in equity",

while the "Consolidated statement of comprehensive income" sets out the other components of the statement of comprehensive income for the period, net of the tax effects.

Equity attributable to the shareholders of the parent company

At June 30, 2024 the amount of share capital of Industrie De Nora S.p.A. and its composition is unchanged compared to December 31, 2023:

Share Capital as of June 30, 2024

Euro Number of shares
Total, of which: 18,268,203.90 201,685,174
Ordinary Shares (regular
entitlements)
4,637,944.92 51,203,979
Multiple voting shares (*) 13,630,258.98 150,481,195

(*) Owned by the shareholders Federico De Nora, Federico De Nora S.p.A., Norfin S.p.A. and Asset Company 10 S.r.l. Multiple voting shares are not admitted to trading on Euronext Milan and are not counted in the free float and market capitalization value.

Based on the program communicated to the market by Industrie De Nora S.p.A. on November 8, 2023 and launched on November 9, 2023, the Company acquired 3,000,000 treasury shares, of which 1,841,495 during the first half of 2024. Treasury shares in portfolio at June 30, 2024 are 2,992,930, equal to 1,484% of the share capital, after the assignment to management of 7,070 shares, under the existing incentive plans.

Legal reserve

Legal reserve as at June 30, 2024 amounts to Euro 3,654 thousand, unchanged compared to December 31, 2023.

Share premium reserves

Share premium reserve as at June 30, 2024 amounts to Euro 223,425 thousand, Euro 8 thousand lower than December 31, 2023.

Retained earnings, Translation reserve and other reserves

Retained earnings, translation reserve and other reserves pertaining to the Group as of June 30, 2024, amounted to Euro 605,908 thousand (Euro 429,083 thousand as of December 31, 2023), a net increase of Euro 176,825 thousand over December 31, 2023, including:

  • Euro 230,050 thousand increase due to the allocation of the previous year's results pertaining to the parent company shareholders;
  • Euro 25,992 thousand decrease due to the purchase by the parent company of treasury shares, the consideration for which is recognized as a reduction of shareholders' equity;
  • Euro 24,438 thousand for distribution of dividends by the parent company;
  • Euro 552 thousand increase in Other Reserves, related to the PSP Incentive Plan, the charge for which was

recorded in the income statement under personnel expenses;

— Euro 3,347 thousand decrease due to the effect of the other components of the comprehensive income statement for the period, of which Euro 3,829 thousand attributable to the differences deriving from the translation of the financial statements of foreign subsidiaries.

Equity attributable to non controlling interests

The table below shows the breakdown of minority interests as of June 30, 2024 and December 31, 2023:

As of June 30, 2024 As of December 31, 2023

(in ¤ thousands) Share capital and reserves 6,800 4,831 Profit (Loss) for the period 176 1,000

Other comprehensive income 236 (131) Total 7,212 5,700

The caption Share capital and reserves as at June 30, 2024 includes, among other, Euro 1,100 thousand related to the contribution made during the first half-year 2024 to De Nora Italy Hydrogen Technologies S.r.l by the minority shareholder SNAM S.p.A.

27. Employee benefits

Employee benefits at June 30, 2024 amount to Euro 20,639 thousand (Euro 21,757 thousand at December 31, 2023), as net balance between Euro 24,104 thousand shown under liabilities and Euro 3,465 thousand shown under assets.

28. Provisions for risks and charges

The following table shows the composition and movements of the provisions for risks and charges as of June 30, 2024 and December 31, 2023.

As of June 30, 2024 As of December 31, 2023
(in ¤ thousands)
Non-current
Provision for contractual warranties 279 315
Provision for other risks 1,669 1,581
Total 1,948 1,896
Current
Provision for contractual warranties 10,187 11,612
Provision for other risks 2,167 4,538
Total 12,354 16,150
Total provisions for risks and charges 14,302 18,046

Provisions for risks and charges mainly include: (i) the provision for other risks, mainly related to accruals to cover environmental risks, legal disputes or tax risks; and (ii) the provision for contractual warranties risks, which represents

an estimate of the costs for contractually stipulated warranties in connection with the supply of products and plants.

Changes for the period ended June 30, 2024 were as follows:

Provision for contractual warranties Provision for other risks

(in ¤ thousands)
Balance as of December 31, 2023 11,927 6,119
Accrual of the period 1,981 805
Utilization and releases of the period (3,280) (3,094)
Exchange rate differences (162) 6
Balance as of June 30, 2024 10,466 3,836
  1. Financial liabilities The following table shows the detail of financial liabilities as of June 30, 2024 and December 31, 2023.

As of June 30, 2024 As of December 31, 2023

(in ¤ thousands)
Non-current
Bank loans and borrowings 122,210 115,887
Lease payables 17,526 17,829
Total 139,736 133,716
Current - -
Bank overdrafts 79 105
Bank loans and borrowings 11,686 6,397
Lease payables 3,893 3,697
Fair value of derivatives 59 -
Total 15,717 10,199
Total financial liabilities 155,453 143,915

Bank loans and borrowings

The table below shows the details of

bank loans and borrowings and bank overdrafts:

As of June 30, 2024 As of December 31, 2023
Non Current Current Total Non Current Current Total
(in ¤ thousands)
Pool Financing (IDN) 79,815 - 79,815 79,776 - 79,776
Pool Financing (De Nora Holdings
US Inc)
37,287 - 37,287 36,111 - 36,111
Sumitomo Mitsui Banking Co. -
Hibiya Branch (De Nora Permelec
Ltd)
5,108 6,452 11,560 - - -
Bank of Yokohama - Fujisawa
Branch (De Nora Permelec Ltd)
- 2,326 2,326 - - -
Mizuho bank - Fujisawa Branch
(De Nora Permelec Ltd)
- 2,908 2,908 - 6,397 6,397
Overdrafts and accrued finance
expenses
- 79 79 - 105 105
Total 122,210 11,765 133,975 115,887 6,502 122,389

As of June 30, 2024 and December 31, 2023, the fair value of payables to banks approximates their book value.

Pool Financing (IDN) - Pool Financing (De Nora Holdings US Inc)

As of June 30, 2024 pool financing loans are outstanding for Euro 80,000 thousand and USD 40,000 thousand respectively and they are shown under financial liabilities net of upfront fees and other charges directly related to the financing agreements which, paid on the stipulation date of the loan agreement, are presented in the financial statements as a reduction of the total debt according to the amortized cost criterion.

The pool loan considers interest rates based on the 3 month Euribor for the Euro portion and on the SOFR for the USD portion, in addition to a margin that may change semi-annually, based on the evolution of the Group's Leverage level. The "leverage ratio," given by the ratio of consolidated net debt to consolidated EBITDA, is the only financial covenant included in the loan agreement, and it is stipulated that it cannot exceed a value of 3.5 throughout the term of the agreement. As at June 30, 2024, this parameter was largely met. Non-compliance with the

financial covenant is considered an event of default or non-performance. Specifically, an event of default or non-performance would result in the banks' discretion to require immediate repayment of funds unless the situation is remedied, pursuant to and in accordance with the terms and conditions set forth in the loan agreement, within 20 business days of the submission of the certification of such financial covenant.

De Nora Permelec Ltd. loans

The subsidiary De Nora Permelec Ltd. has some short-term financing available granted by different banks. As at June 30, 2024 the financing used amounts to around JPY 2.9 billion (Euro 16,794 thousand).

Lease payables

These represent the financial liabilities recognized in accordance with IFRS 16 "Leasing"; in particular, the payable is the obligation to make the payments foreseen over the duration of the contract.

Lease payables as at June 30, 2024, including current and non-current portion, amount to Euro 21,419 thousand (Euro 21,526 thousand as of December 2023).

Fair value of derivatives

Fair value of derivatives as at June 30, 2024 amounts to Euro 59 thousand and is related to derivative contracts on forward currencies, signed by the subsidiary De Nora Tech LLC.

Net financial indebtedness

The following table details the composition of the Group's net financial indebtedness determined in accordance with the provisions of the CONSOB Communication DEM/6064293 of July 28, 2006, as amended by CONSOB Communication No. 5/21 of April 29, 2021 and in accordance with ESMA Recommendations contained in Guidelines 32-382-1138 of March 4, 2021 on disclosure requirements under the Prospectus Regulation (the "Net Financial Indebtedness - ESMA"). The table below includes figures as of June 30, 2024 and as of December 31, 2023:

As of June 30, 2024 As of December 31, 2023

(in ¤ thousands) A Cash 150,427 192,628 B Cash equivalents 7,602 5,863 C Other current financial assets 11,533 13,642 D Liquidity (A + B + C) 169,562 212,133 E Current financial debt 11,765 6,502 F Current portion of non-current financial debt 3,893 3,697 G Current financial indebtedness (E + F) 15,658 10,199 - Of which secured - - - Of which unsecured 15,658 10,199 H Net current financial indebtedness/(Net current Liquidity) (G - D) (153,904) (201,934) I Non-current financial debt 139,736 133,716 J Debt instruments - - K Non-current trade and other payables - - L Non-current financial indebtedness (I + J + K) 139,736 133,716 - Of which secured - - - Of which unsecured 139,736 133,716 M Net Financial Indebtedness/(Net Liquidity) - ESMA (H + L) (14,168) (68,218)

The reconciliation between the Net Financial Indebtedness - ESMA and the net financial indebtedness of the Group as monitored by the Group (hereinafter

the "Net Financial Indebtedness - De Nora") as of June 30, 2024 and December 31, 2023, is shown below:

As of June 30, 2024 As of December 31, 2023
(in ¤ thousands)
Net Financial Indebtedness/(Net Liquidity) - ESMA (14,168) (68,218)
Fair value of derivatives covering currency risks (30) (543)
Net Financial Indebtedness/(Net Liquidity) – De Nora (14,198) (68,761)

The reduction in Net Liquidity - ESMA as of June 30, 2024 compared to December 31, 2023, totaling Euro 54,050 thousand, from Euro 68,218 thousand as of December 31, 2023 to Euro 14,168 as of June 30, 2024. Changes are mainly attributable to the combined effect of the following factors:

  • i) cash generated by operating activities amounting to Euro 13,897 thousand;
  • ii) investments in Property, plant and equipment and in Intangible assets equal to Euro 22,762 thousand

excluding right of use, in part counterbalanced by proceeds from disposals of intangible assets for Euro 6,774 thousand;

  • iii) the purchase of treasury shares for a total of Euro 26,000 thousand;
  • iv) dividends distributed by the parent company for Euro 24,438 thousand.

For further details on the cash flows for the period, please refer to the consolidated cash flow statement.

The following table shows an analysis of the maturity of the Group's financial payables as of June 30, 2024:

As of June 30, 2024
Due date
Carrying
amount
Contractual
cash flows*
0-12
months
1-2 years 2-3 years 3-4 years Over 4
years
(in ¤ thousands)
Financial liabilities
Bank loans and
overdrafts
133,975 152,401 18,150 11,493 122,758 - -
Lease payables 21,419 21,419 3,893 3,044 2,582 2,397 9,503
Derivatives 59 59 59 - - - -
Trade payables 89,438 89,438 89,436 2 - - -
Other 96,849 96,849 94,405 2,444 - - -
Total financial liabilities 341,740 360,166 205,943 16,983 125,340 2,397 9,503

*The difference between the total bank loans and borrowings and the contractual cash flows is due to the upfront Fees and other charges directly related to new financing agreements, which, paid on the stipulation date of the loan agreement, are recognized in the statement of financial position as a decrease of the total amount payable. Furthermore, the amounts maturing for bank loans and borrowings and bank overdrafts include both principal and interest. Specifically, the interest has been estimated on the Pool Financing of Industrie De Nora S.p.A. and of De Nora Holdings US Inc. based on the conditions existing at the closing date of these Condensed Consolidated Interim Financial Statements.

  1. Trade payables The table below shows the detail of trade payables as of June 30, 2024 and December 31, 2023.
As of June 30, 2024 As of December 31, 2023
(in ¤ thousands)
Non-current
Third parties 2 86
Total non-current payables 2 86
Current
Third parties 88,362 105,740
Related parties 1,074 1,012
Total current payables 89,436 106,752
Total payables 89,438 106,838

As of June 30, 2024, trade payables, between current and non-current portions, amounted to Euro 89,438 thousand, decreased from Euro 106,838 thousand as of December 31, 2023, due to the high level of payable invoicing at the end of the previous financial year.

This item mainly includes payables related to the purchase of goods and services, which are due within twelve months. It should be noted that the carrying amount of trade payables is close to their fair value.

31. Income tax payables

Income tax payables as of June 30, 2024 amounted to Euro 25,800 thousand (Euro 19,745 thousand as of December 31, 2023) of which current portion amounts to Euro 25,236 thousand.

32. Other payables

The table below shows the detail of other payables as of June 30, 2024 and December 31, 2023.

As of June 30, 2024 As of December 31, 2023
(in ¤ thousands)
Non-current
Payables to employees 1,908 1,696
Advances from customers 3 4
Other payables with third parties 490 484
Other payables with related parties 43 47
Total 2,444 2,231

As of June 30, 2024 As of December 31, 2023

(in ¤ thousands)
Current
Advances from customers 24,038 17,659
Advances from related parties 38,256 38,603
Accrued expenses 4,670 6,201
Payables to employees 13,776 16,852
Social security payables 3,460 2,687
Withholding tax payables 1,870 1,190
VAT payables 707 777
Other tax payables 2,267 1,826
Other payables with third parties 5,332 3,098
Other payables with related parties 29 28
Total 94,405 88,921
Total Other payables 96,849 91,152

Other payables as at June, 30 2024 amount, including current and non-current portion, to Euro 96,849 thousand, showing an increase compared to Euro 91,152 thousand as at December 31, 2023. Payables to employees relate to amounts accrued but not yet liquidated, such as vacations and bonuses.

E. Financial Risks

33. Financial risks

In the context of business risks, the main risks identified, monitored and, as specified below, actively managed by the Group, are the following:

  • credit risk, deriving from the possibility of default of a counterparty;
  • liquidity risk, deriving from the lack of financial resources to meet financial commitments;
  • market risk.

The Group's objective is to maintain, over time, a balanced management of its financial exposure, in order to guarantee a liability structure that is balanced with the composition of the assets on the statement of financial position and able to ensure the necessary operating flexibility through the use of the liquidity generated by current operations and the use of bank loans.

The Group considers risk monitoring and control systems a top priority to guarantee an efficient risk management. In line with this objective, the Group has adopted a risk management system with formalized strategies, policies and procedures to ensure the identification, measurement and control of individual risks at centralized level for the entire Group.

The purpose of the Group's risk management policies is to:

  • identify and analyze the risks to which the Group is exposed;
  • define the organizational structure with the identification of the organizational units involved, responsibilities assigned and the system of proxies;
  • identify the risk management criteria on which the operational management of risks is based;
  • identify the types of transactions for which risks can be hedged.

The Condensed Consolidated Interim Financial Statements do not include all of the risk management disclosures mentioned above, required by IFRS. For a detailed description of this information, please refer to Note "E – Financial risks" in the 2023 Consolidated Financial Statements.

Classification and fair value

The tables below indicate the carrying amount of each financial asset and liability recognised in the statement of financial position.

In addition, the following table classifies the financial assets and liabilities, designated at fair value, on the basis of the specific measurement method used. The different levels have been defined as described below:

  • Level 1: listed prices (unadjusted) on active markets for identical assets or liabilities;
  • Level 2: input data other than the listed prices in level 1, which can be observed for the asset or liability either directly or indirectly;
  • Level 3: input data relating to the asset or liability that is not based on observable market data.

In the periods reported the Group has not changed the valuation techniques of the financial instruments accounted for at fair value; the financial instruments in these condensed consolidated interim financial statements belong to all three levels.

Classification and fair
value as of June 30,
2024
Carrying amount Fair Value
Notes Loans
and
recei
vables
Invest
ments in
financial
assets -
Fair value
Derivati
ves at fair
value
Other
financial
liabilities
Total Level 1 Level 2 Level 3
(in ¤ thousands)
Financial assets
Cash and cash
equivalents
25 158,029 - - - 158,029 - - -
Trade and other
receivables
23/24 219,605 - - - 219,605 - - -
Financial assets
including derivatives
19 700 14,079 90 - 14,869 7,455 90 6,624
378,334 14,079 90 - 392,503 7,455 90 6,624
Financial liabilities
Bank loans and
borrowings, and Bank
overdrafts
29 - - - 133,974 133,974 - - -
Lease payables 29 - - - 21,419 21,419 - - -
Derivatives 29 - - 59 - 59 - 59 -
Trade and other
payables
30/31/32 - - - 212,087 212,087 - - -
- - 59 367,480 367,539 - 59 -
Classification and fair
value as of December
31, 2023
Carrying amount Fair Value
Notes Loans
and re
ceivables
Invest
ments in
financial
assets -
Fair value
Derivati
ves at fair
value
Other
financial
liabilities
Total Level 1 Level 2 Level 3
(in ¤ thousands)
Financial assets
Cash and cash
equivalents
25 198,491 - - - 198,491 - - -
Trade and other
receivables
23/24 197,988 - - - 197,988 - - -
Financial assets
including derivatives
19 32 16,790 543 - 17,365 5,209 543 11,581
396,511 16,790 543 - 413,844 5,209 543 11,581
Financial liabilities
Bank loans and
borrowings, and Bank
overdrafts
29 - - - 122,389 122,389 - - -
Lease payables 29 - - - 21,526 21,526 - - -
Trade and other
payables
30/31/32 - - - 217,735 217,735 - - -
- - - 361,650 361,650 - - -

F. Segment reporting

34. Segment reporting

The information relating to business segments was prepared in accordance with the provisions of IFRS 8 "Operating segments" (hereinafter "IFRS 8"), which require that the provided information is consistent with the reports submitted to the highest operational decision-making level for the purpose of making decisions regarding the resources to be allocated to the sector and assessing the related results. In particular, the Group identifies the following three operational business segments:

Electrode Technologies: this includes the offering of metal electrodes (anodes and cathodes) coated with special catalysts, electrolyzer components and systems, with multiple applications, in particular (i) for the production processes of chlorine and caustic soda; (ii) for the electronics industry and in the production of components for lithium battery production; (iii) for the refining of non-ferrous metals (nickel and cobalt); (iv) for the galvanic finishing industry; (v) for the cellulose and paper industry; and (vi) for the

infrastructure sector for corrosion prevention of reinforced concrete and metal structures;

  • Water Technologies: this includes offerings related to water treatment systems, which includes electrodes, equipment, systems and facilities for disinfection and filtration of drinking, wastewater and processing water; the main applications are residential swimming pool disinfection, municipal water disinfection and filtration, and industrial and marine water treatment;
  • Energy Transition: this includes the offering of electrodes (anodes and cathodes), electrolyzer components, and systems (i) for the generation of hydrogen and oxygen through water electrolysis processes, (ii) for use in fuel cells for electricity generation from hydrogen or another energy carrier (e.g., methanol, ammonia) without CO2 emissions, and (iii) for use in redox flow batteries.

In support of these business segments there are the so-called Corporate activities which costs are fully allocated to the segments.

The following tables show the economic information by business segment for

the six-month periods ended June 30, 2024 and 2023:

First Half-Year ended June 30, 2024

Group Segment
Electrode
Technologies
Segment Water
Technologies
Segment
Energy
Transition
(in ¤ thousands)
Revenue 400,347 204,790 143,283 52,274
Royalties and commissions (4,489) (2,818) (1,582) (89)
Cost of goods sold (261,270) (129,021) (92,040) (40,209)
Selling expenses (15,606) (4,711) (9,836) (1,059)
G&A expenses (24,526) (9,765) (12,194) (2,567)
R&D expenses (8,043) (1,587) (831) (5,625)
Other operating income
(expenses)
6,886 (19) 4,097 2,808
Corporate costs allocation to
business segments
(16,693) (7,999) (6,504) (2,190)
EBITDA 76,606 48,870 24,393 3,343
Depreciation and amortization (16,203)
Operating profit - EBIT 60,403
Share of profit of equity
accounted investees
(1,870)
Finance income 10,315
Finance expenses (12,495)
Profit before tax 56,353
Income tax expense (16,321)
Profit for the period 40,032
Group Segment
Electrode
Technologies
Segment Water
Technologies
Segment
Energy
Transition
(in ¤ thousands)
Revenue 420,384 231,701 141,406 47,277
Royalties and commissions (4,932) (3,437) (1,442) (53)
Cost of goods sold (269,585) (144,117) (93,599) (31,869)
Selling expenses (14,981) (4,275) (9,578) (1,128)
G&A expenses (24,349) (9,895) (12,372) (2,082)
R&D expenses (6,765) (1,520) (386) (4,859)
Other operating income
(expenses)
(430) 90 (563) 43
Corporate costs allocation to
business segments
(16,236) (8,652) (5,733) (1,851)
EBITDA 83,106 59,895 17,733 5,478
Depreciation and amortization (14,444)
Impairment (1,276)
Operating profit - EBIT 67,386
Share of profit of equity
accounted investees
1,527
Finance income 5,925
Finance expenses (10,429)
Profit before tax 64,409
Income tax expense (17,683)
Profit for the period 46,726

First Half-Year ended June 30, 2023

The economic information by business segment for the six-month periods ended June 30, 2023 has been restated on the basis of the new representation of EBITDA, as defined in the Interim

Management Report paragraph "Alternative Performance Indicators".

The following table shows investments by business segment for the six-month periods ended June 30, 2024:

Group Segment
Electrode
Technologies
Segment
Water
Technologies
Segment
Energy
Transition
Not
Allocated
(in ¤ thousands)
As of June 30, 2024
Property, plant and equipment (*) 20,084 9,802 550 9,028 704
Intangible assets 2,678 358 1,004 253 1,063
Total Investments 2024 22,762 10,160 1,554 9,281 1,767

(*) It does not include increases related to the rights of use of Property, Plant and Equipment.

In accordance with the provisions of IFRS 8, paragraph 34, it should also be noted that for the six-month periods ended June 30, 2024 and 2023, there was only one customer (tk nucera) belonging to the Electrode Technologies business and Energy Transition business segments that generated revenues exceeding 10% of the total, amounting to

Euro 94,961 thousand and Euro 108,066 thousand, respectively.

The table below shows the non-current assets, other than financial assets and deferred tax assets, by geographical area at June 30, 2024 and at December 31, 2023, allocated on the basis of the country in which the assets are located.

Italy EMEIA,
excluding
Italy
APAC AMS Total
(in ¤ thousands)
Intangible assets 6,125 5,686 12,860 90,501 115,172
Property, plant and equipment 54,164 57,860 81,442 68,142 261,608
Other receivables 8,762 51 971 55 9,839
Total 69,051 63,597 95,273 158,698 386,619
As of December 31, 2023
Italy EMEIA,
excluding
Italy
APAC AMS Total
(in ¤ thousands)
Intangible assets 5,289 6,020 14,865 89,613 115,787
Property, plant and equipment 50,017 54,269 85,627 64,360 254,273
Other receivables 6,240 36 1,031 53 7,360
Total 61,546 60,325 101,523 154,026 377,420

As of June 30, 2024

G. Related Party Transactions

35. Related Party Transactions

Transactions with related parties, as defined by IAS 24 - Related Party Disclosures, mainly relate to commercial, administrative and financial transactions. They are carried out as part of ordinary operations, within the scope of the core business of each party and take place on an arm's length basis. In particular, the Group has relations with the following related parties:

— the direct parent company, Federico

De Nora S.p.A. (the "parent company");

  • the associated company tk nucera and its subsidiaries (the "Associates");
  • minority shareholders and related companies, also through key executives (the "Other Related Parties");
  • executives with strategic responsibilities ("Top Management").

The table below details the statement of financial position values referring to the related party transactions at June 30, 2024 and December 31, 2023:

Parent
Company
Associates Other -
related
parties
Total Total
statement
of financial
position item
As
percentage
of Total
statement
of financial
position item
(in ¤ thousands)
Other non-current receivables
As of June 30, 2024 - - 52 52 9,839 0.5%
As of December 31, 2023 - - 52 52 7,360 0.7%
Construction contracts
As of June 30, 2024 - - 1,747 1,747 35,662 4.9%
As of December 31, 2023 - - - - 39,767 0.0%
Current trade receivables
As of June 30, 2024 26 31,362 95 31,483 154,739 20.3%
As of December 31, 2023 14 26,474 236 26,724 141,927 18.8%
Other current receivables
As of June 30, 2024 - - 20 20 42,083 0.0%
As of December 31, 2023 - - 18 18 38,391 0.0%
Other non-current payables
As of June 30, 2024 - 43 - 43 2,444 1.8%
As of December 31, 2023 - 47 - 47 2,231 2.1%
Current trade payables
As of June 30, 2024 43 734 297 1,074 89,436 1.2%
As of December 31, 2023 65 732 215 1,012 106,752 0.9%
Other current payables
As of June 30, 2024 - 38,256 29 38,285 94,405 40.6%
As of December 31, 2023 - 38,603 28 38,631 88,921 43.4%

Among balance sheet amounts with related parties the main portion is related to amounts with Associates: they consist of current trade receivables amounting to Euro 31,362 thousand as at June 30, 2024 compared to Euro 26,474 thousand as at December 31, 2023 mainly related to the sale of electrodes under the supply "Toll Manufacturing and Services Agreement" initially stipulated on April 1, 2015 with tk nucera and subsequently amended.

Other current payables to Associates amounting to Euro 38,256 thousand as of June 30, 2024, compared to Euro 38,603 thousand as of December 31, 2023, relate to advances obtained with reference to the aforementioned supply contract while trade payables of Euro 734 thousand as of June 30, 2024 compared to Euro 732 thousand as at December 31, 2023 are related to the supply of goods and services by tk nucera.

The table below shows the detail of the economic values relating to transactions with related parties for the six-month periods ended June 30, 2024 and 2023:

Parent
Company
Associates Other
related
parties
Total Total
income
statement
item
As
percentage
of Total
income
statement
item
(in ¤ thousands)
Revenue
Six months ended June 30, 2024 - 94,961 2,563 97,524 400,347 24.4%
Six months ended June 30, 2023 - 108,066 595 108,661 420,384 25.8%
Other income
Six months ended June 30, 2024 35 327 6 368 9,789 3.8%
Six months ended June 30, 2023 27 314 1 342 3,372 10.1%
Costs for raw materials, consumables,
supplies and goods
Six months ended June 30, 2024 - 1,576 35 1,611 163,108 1.0%
Six months ended June 30, 2023 - 10 181 191 198,029 0.1%
Costs for services
Six months ended June 30, 2024 36 1,674 83 1,793 88,783 2.0%
Six months ended June 30, 2023 30 64 271 365 86,586 0.4%
Personnel expenses
Six months ended June 30, 2024 - - 2 2 76,038 0.0%
Six months ended June 30, 2023 - - 1 1 72,450 0.0%

The economic relations with the Associates mainly relate to revenues, amounting to Euro 94,961 thousand and Euro 108,066 thousand, for the six-month periods ended June 30, 2024 and 2023, respectively, mainly concerning the sale of electrodes under the "Toll Manufacturing and Services Agreement" mentioned above; there are also in the first six months of 2024 purchases from tk nucera for supplies of materials and

services for Euro 1,576 and 1,674 thousand respectively.

Transactions with Top Management, Directors' and Statutory Auditors' fees

In addition to the balance sheet and income statement values with related parties presented in the tables above, the Group has recognized compensation to Top Management for the amount of Euro 3,506 thousand and Euro 2,805 thousand for the six-month periods ended June 30, 2024 and 2023, respectively, of which Euro 1,263 thousand not yet paid as at June 30, 2024.

The table below shows the breakdown of the aforementioned benefits under the cost categories identified by IAS 24:

First Half-Year ended June 30

2024 2023
(in ¤ thousands)
Short-term employee benefits 2,990 2,449
Post-employment benefits 191 186
Other long-term benefits 1 -
Termination benefits - -
Share-based payment 324 170
Total 3,506 2,805

Top Management compensation represents 4.6% of the total personnel expenses for the six-month period ended June 30, 2024 (3.9% for the first six months of 2023).

Fees related to the directors and statutory auditors for the first six months of 2024 amount to Euro 683 thousand and Euro 62 thousand respectively (Euro 641 thousand and Euro 62 thousand in the first six months of 2023).

H. Non-recurring events

  1. Non-recurring events There aren't, in the period under analysis, non-recurring events and operations for which information are required according to Consob Communication n. DEM/6064293 del 28 July 2006.

I. Commitments and contingent liabilities

37. Commitments and contingent liabilities

Commitments

The Company has not undertaken any commitments that have not been recorded in the statement of financial position, except for some orders for the purchase of capital assets amounting to around Euro 42,2 million at June 30, 2024.

Contingent liabilities

The Group has not assumed any contingent liabilities that have not been recognised in the financial statements.

J. Events after the reporting date

  1. Events after the reporting date

There are no events after the reporting date with significant effect on the financial statements.

Milan, July 30, 2024

On behalf of the Board of Directors The Chief Executive Officer Paolo Enrico Dellachà

Attestation of the half-year Report as of June 2024 of Industrie De Nora S.p.A.

in accordance with Article 81-ter of CONSOB Regulation No. 11971 of May 14, 1999 and subsequent amendments and additions

The undersigned Paolo Enrico Dellachà and Luca Oglialoro respectively Chief Executive Officer and Principal Financial Officer of Industrie De Nora S.p.A. (the Company) declare, also considering the provisions of Article 154-bis, paragraphs 3 and 4, of Legislative Decree No. 58 of February 24, 1998:

— the adequacy in relation to the Company's characteristics, and

— the operating effectiveness

of the financial and accounting procedures for the preparation of the Condensed Consolidated Half-Year Financial Statements as of June 30, 2024 of Industrie De Nora S.p.A., during the first half of 2024.

No significant issues have arisen in this regard.

The undersigned also certify that the Condensed Consolidated Half-Year Financial Statements as of June 30, 2024:

  • have been prepared in accordance with International Financial Reporting Standards as endorsedby the European Community pursuant to Regulation (EC) no. 1606/2002 of the EuropeanParliament and of the Council of 19 July 2002;
  • corresponds to the results in the books and records;
  • are suitable for giving a true and fair view of the financial and economic position of the listedCompany and the companies included in the scope of consolidation.

The interim management provides a reliable analysis of the significant events occurred in the first six months of the year and their incidence on the condensed consolidated half-year financial statements, as well as a description of the principal risks and uncertainties for the remaining six months of the year. The interim management report also includes a reliable analysis of the information regarding relevant transactions with related parties.

Milan, July 30 2024

Paolo Enrico Dellachà Chief Executive Officer

Luca Oglialoro Principal Financial Officer

REVIEW REPORT ON CONDENSED CONSOLIDATED HALF-YEAR FINANCIAL STATEMENTS

To the shareholders of Industrie De Nora SpA

Foreword

We have reviewed the accompanying condensed consolidated half-year financial statements of Industrie De Nora SpA and its subsidiaries (the De Nora Group) as of 30 June 2024, comprising the interim consolidated statement of financial position, interim consolidated income statement, interim consolidated statement of comprehensive income, interim statement of changes in the net consolidated equity, interim consolidated statement of cash flows and related notes. The directors of Industrie De Nora SpA are responsible for the preparation of the condensed consolidated half-year financial statements in accordance with the international accounting standard applicable to interim financial reporting (IAS 34) as adopted by the European Union. Our responsibility is to express a conclusion on these condensed consolidated interim financial statements based on our review.

Scope of Review

We conducted our work in accordance with the criteria for a review recommended by Consob in Resolution No. 10867 of 31 July 1997. A review of condensed consolidated half-year financial statements consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than a full-scope audit conducted in accordance with International Standards on Auditing (ISA Italia) and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on the condensed consolidated half-year financial statements.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed consolidated half-year financial statements of Industrie De Nora SpA as of 30 June 2024 are not prepared, in all material respects, in accordance with the international accounting standard applicable to interim financial reporting (IAS 34) as adopted by the European Union.

Milan, 30 July 2024

PricewaterhouseCoopers SpA

Signed by Francesco Ronco (Partner)

This review report has been translated into the English language solely for the convenience of international readers. Accordingly, only the original text in Italian language is authoritative

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