Carel Industries

Investor Presentation • May 9, 2024

CAREL INDUSTRIES S.p.A. 2024 – Q1 Results

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9th May 2024

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IMPORTANT: please read the following before continuing. The following applies (i) to this Presentation, which has been prepared by Carel Industries S.p.A. (the "Company") for the sole purpose of the presentation made to you concerning the Company and its subsidiaries (together, the "Group"); (ii) to the oral presentation of the information in this Presentation by members of the Company's management; and (iii) to any question-and-answer session that follows the oral presentation (collectively, the "Information"), each of which should be considered together and not taken out of context. The Information is strictly confidential, is in summary draft form, is solely for discussion and feedback purposes and must not be relied upon for any purpose. Disclosure of the Information to anyone outside of your firm is prohibited. This Presentation may not be copied, distributed, reproduced or passed on, directly or indirectly, in whole or in part, or disclosed by any recipient, to any other person (other than as required to those within your organization who agree to be bound by these restrictions) or published in whole or in part, for any purpose or under any circumstances.

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To the extent available, the industry, market and competitive position data contained in this presentation come from official or third-party sources. Third-party industry publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data. While the Company reasonably believes that each of these publications, studies and surveys has been prepared by a reputable source, none of the Company or the Group or any of their respective Representatives has independently verified the data contained therein. In addition, certain of the industry, market and competitive position data contained in this presentation come from the Company's own internal research and estimates based on the knowledge and experience of the Company's management in the markets in which the Company and the other members of the Group operate. While the Company reasonably believes that such research and estimates are reasonable and reliable, they, and their underlying methodology and assumptions, have not been verified by any independent source for accuracy or completeness and are subject to change and correction without notice. Accordingly, undue reliance should not be placed on any of the industry, market or competitive position data contained in this presentation.

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2 This presentation and the information contained therein do not constitute or form a part of any offer or solicitation to purchase or subscribe for, or otherwise invest in, securities in the United States as such term is defined in Regulation S under the US Securities Act). The ordinary shares of the Company have not been, and will not be, registered under the US Securities Act or under any securities laws of any state of the United States and may not be offered or sold in the United States except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the US Securities Act and applicable state or local securities laws or unless registered under the US Securities Act and in compliance with the relevant state securities laws. There will be no public offering of any securities in the United States.

Company presentation disclaimer

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Forward-Looking Statements: this document may include projections and other "forward-looking" statements within the meaning of applicable securities laws. In particular, all statements that address expectations or projections about the future, including statements about operating performance, market position, industry trends, general economic conditions, expected expenditures, cost-savings, synergies and financial results, are forward-looking statements. Consequently, any statements contained herein that are not statements of historical fact are forward-looking statements.

Forward-looking statements are based on assumptions and current expectations and involve a number of known and unknown risks, uncertainties and other factors that could cause actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forwardlooking statements. Accordingly, actual events or results or actual performance of the Company or the Group may differ significantly, positively or negatively, from those reflected or contemplated in such forward-looking statements made herein. Factors that might cause such differences include, but are not limited to, the risks that business strategy and plans may not receive the level of market acceptance anticipated; disruptions in general economic and business conditions, particularly in geographic areas where business may be concentrated (e.g. escalation of the conflict in Ukraine); impact of public health crises, such as pandemics (including Covid-19) and epidemics and any related company or government policies; higher interest rates, higher loan costs or less desirable loan terms, all of which could increase our costs of funding; continued high levels of, or increases in, unemployment and a general slowdown in commercial activity; leverage and ability to refinance existing indebtedness or incur additional indebtedness; an increase in debt service obligations; the ability to generate a sufficient amount of cash from operations to satisfy working capital requirements and to service existing and future indebtedness; the ability to achieve improvements in operating efficiency; foreign currency fluctuations; the ability to retain senior management and attract and retain qualified and experienced employees; the ability to retain existing bank partnership or develop new ones. The Group and all other persons expressly disclaim any duty, undertaking or obligation to update publicly or release any revisions to any of the information, opinions or forward-looking statements contained in this document to reflect any events or circumstances occurring after the date of the presentation of this document. No representation or warranty is made as to the achievement or reasonableness of and no reliance should be placed on such forward-looking statements.

Projections: any projection or forecast in this document is based on estimates and assumptions, described in this document, about future events and, as a consequence, is subject to significant economic and competitive uncertainty and other contingencies, none of which can be predicted with any certainty and some of which are beyond the Group's control. Each recipient of this document should be aware that these projections do not constitute a forecast or prediction of actual results and there can be no assurance that the projected results will be realized or achieved, and actual results may be higher or lower than those indicated. None of the Company, the Group, nor any of their respective security-holders, directors, officers, employees, advisors or affiliates, or any representatives or affiliates, assumes responsibility for the accuracy of the projections presented herein.

Non-IFRS measures: This Presentation contains alternative performance indicators that are not recognized by IFRS. Different companies and analysts may calculate these non-IFRS measures differently, so making comparisons among companies on this basis should be done very carefully. These non- IFRS measures have limitations as analytical tools, are not measures of performance or financial condition under IFRS and should not be considered in isolation or construed as substitutes for operating profit or net profit as an indicator of our operations in accordance with IFRS.

Q1 2024 – Highlights

After 3 years of >20% annual growth rate, a sharp decrease in heat pumps sales in Europe and very high comps led to a -9.0% (-13.3% organic) temporary decline in revenues and a consequent reduction in profitability.

• -9.0% Revenue growth • Reported revenues equal to 146m€, 4% down on Q4 2023 mainly due to a further slow-down in the heat pumps market. • Organic decline in revenues (LFL and constant exchange rates) stood at -13.3%. This is totally attributable to the poor performance in the EMEA area (all other geographies reported a growth)
  • Q1 2023 comps are particularly high due to the backlog recovery after the easing of the electronic material shortage.

• EBITDA margin equal to 18.2%, vis-à-vis 20.8% in Q1 2023, due to the negative operating leverage effect. A number of initiatives to contain discretionary expenses have been launched.
• R&D investments on revenues ratio brought back closer to its historical level: >5%

• CAREL acquired the residual 49% stake in CFM. Excluding the impact of this transaction (~44m€), the NFP would have been slightly lower compared to what reported at the end of 2023.
• Q1 2024 operating cash-flow higher than Q1 2023 thanks to lower inventory level and lower receivables.
• 32.5m€ related to the IFRS16 accounting principle

Q1 2024 – Results

KPIs					Q1 2024 Revenues bridge
m€	Q1 2023	Q1 2024	Δ%
Revenue	161 0	146 4	(9 0%)	161.0				146.4
Organic Revenue	161 0	6(1) 139	(13 3%)		(21.5)	7.3	(0.5)
EBITDA	33 4	26 7	(20 3%)
/Revenue EBITDA	20 8%	18 2%
Profit Net	18 5	16 5	(10 9%)
Capex	3 0	5 4	0% 80
(1) Excl. ~7.3m€ (change in the consolidation perimeter) and ~0.5m€ (negative FX impact);			Revenues Q1 2023	Organic Growth	M&A	FX	Revenues Q1 2024

• Revenue -9.0%: The expected reduction in revenues is due to the combination of high comps and lower demand in specific geographic areas and sectors. 7.3m€ revenues coming from a change in the scope of consolidation thanks mainly to Kiona (~20% recurring revenues growth)
• EBITDA -20.3%: High single digit revenues decline negatively affected EBITDA. The reduction in profitability is due to the operating leverage effect partly mitigated by higher gross profitability. R&D expenses on revenues >5%. Accretive profitability from Kiona (~22%).
• Net Profit -10.9%: Higher gains on FX and capital gains from put/call options on minorities support net profit. Tax rate close to 22%, in line with Q1 2023.
• Capex: Higher capex mainly related to R&D, in any case within the 5% capex/revenues target ratio.

Q1 2024 – Revenue breakdowns

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• EMEA Significant slow-down due mainly to the heat pumps sector. Refrigeration demand still down. Very misleading comps.
• APAC 8.3% growth (excluding FX) based both on organic and M&A (Eurotec) contribution. Excellent performance in India and South Korea. China's macro-economic scenario still weak.
• Americas (North) Very positive performance thanks to data centres, some projects related to BESS (Battery Energy Storage Systems) and refrigeration. Again, positive performance from SENVA.
• Americas (South) Good results reported in Brazil complemented by a generalized recovery in refrigeration in other countries in the region.

• HVAC: the deceleration started in Q3 2023 continued and worsened sequentially in Q4 2023 and Q1 2024 (-14% excluding M&A) mainly due to a temporary negative trend in HP plus very high comps.
• Refrigeration: mixed results. The investment cycle in the EMEA area is still stagnating, while a recovery is visible in the US.

From EBITDA to Net Profit

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K€	'23 Q1	'24 Q1	Δ%
EBITDA	33 439 ,	26 666 ,	20 3% -
D&A	-7 532 ,	-9 508 ,
EBIT	25 907 ,	17 158 ,	33 8% -
Financial (charges)/income	-777	-1 523 ,
FX gains/losses	52	2 672 ,
Gain/Losses from liabilities for FV on options minorities on	-	3 454 ,
EBT	25 182 ,	21 762 ,	13 6% -
Taxes	-5 564 ,	-4 848 ,
Minorities	-1 074 ,	-389
profit Group net	18 554 ,	16 525 ,	10 9% -

• Higher D&A mainly due to the purchase price allocation amortization (Kiona).
• Higher Financial charges due to the macro trend on interest rates and non-cash interests linked to the put-call options on a number of minority stakes.
• FX gain linked to a favorable FX effects on Kiona's put/call option expressed in NOK.
• Capital gain from the FV on the acquisition of 49% of CFM.

• Tax-rate (22.2%) substantially in line with Q1 2023.

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Q1 2024 – NFP Bridge

• Total NFP equal to 78.0m€. Net of the combined effect of M&A due to the acquisition of the residual 49% of CFM, the Q1 2024 cash generation covered ΔNWC and Capex.
• ΔNWC +14.3m€: The increase in the NWC is due to seasonal effects. Working capital on LTM revenues equal to ~14%.

Closing Remarks

• Q1 2024 Results
• A combination of high comps due partly to an extraordinary factor (backlog recovery in the first part of 2023) and a temporary but strong deterioration in the heat pump sector in Europe drove the reduction in revenues.
• 18.2% EBITDA margin (vs. 20.8% Q1 2023) due to revenues trend.

Opex containment initiatives

• In the last few months, the company launched a certain number of initiatives to contain opex. In any case, considering the temporary nature of the current scenario, the focus will be on the most discretional costs excluding those connected to the long-term growth of CAREL (e.g. R&D).

ESG

• Commitment letter presented to the Science Based Targets initiative (SBTi) concerning CAREL's medium-term decarbonization plan (2023-2033).

Scenario

• Mixed macro-economic scenario: 1) Europe's GDP growth still flattish coupled with high interest rates; 2) US economy proved to be robust; 3) China's economy showed mixed signals (high industrial production growth rate, deflation).
• HVAC/Ref.: HPs sector is expected to be under pressure also in the next quarter, with a possible recovery in H2. Qualitative signs of an improvement in the refrigeration applications in Europe.

Expectations are for a gradual growth in performance, particularly in EMEA, in the second part of 2024, together with a normalization of the 2023 basis of comparison. For the second quarter of 2024 the scenario should not undergo significant changes, therefore the Group expects to report consolidated revenues close to those of the first quarter of this year.

Annexes

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Shareholding structure (>3% voting rights)

Income statement and Balance Sheet

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Income statement Balance sheet

K€	Q1	Q1	Delta
	2024	2023	%
Revenues	146	160	(9
	415	982	0%)
	,	,
Other revenues	1 124 ,	1 276 ,	(11 9%)
Operating costs	(120 872) ,	(128 819) ,	(6 2%)
EBITDA	26	33	(20
	666	439	3%)
	,	,
Depreciation	(9	(7	26
and	508)	532)	2%
impairments	,	,
EBIT	17	25	(33
	158	907	8%)
	,	,
EBT	21	25	(13
	762	182	6%)
	,	,
Taxes	(4	(5	(12
	848)	564)	9%)
	,	,
Net result of the period	16 915 ,	19 618 ,	(13 8%)
Non	389	1	(63
controlling		074	8%)
interest		,
Group	16	18	(10
result	525	544	9%)
net	,	,

K€	Q1	FY	Delta
	2024	2023	%
Capital Fixed	506 531 ,	507 725 ,	(0 2%)
Capital Working	90 380 ,	77 509 ,	16 6%
Employees defined benefit plans	(8 442) ,	(8 479) ,	(0 4%)
Net	588	576	2
invested	469	755	0%
capital	,	,
Equity	415	396	8%
	092	174	4
	,	,
Non	95	144	(34
liabilities	357	918	2%)
currrent	,	,
financial (asset) Net position	78 019 ,	35 664 ,	118 8%
Total	588	576	2
	469	755	0%
	,	,

Company Profile

Leading provider of advanced control solutions for HVAC/R

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We operate in attractive niches across a wide range of end-markets…

Source: Company information

…through a one-stop-shop portfolio of components and platforms

Source: Company information Note: 1) developed with partners 16

Well-articulated strategies to continue the growth track record

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• Consolidation of HVAC market leadership
• Growth in Refrigeration driven by technology leadership
• Upselling and cross-selling
• Global penetration
• Connectivity, IoT and AI capabilities already developed
• Advanced monitoring and optimization services to end customers to represent one of CAREL's organic growth drivers
• Maintain innovation leadership
• Deliver strong profitability
• Leveraging the current production capacity, further enhancing flexibility
• Develop talent
• Disciplined bolt-on M&A activity focused on complementing corebusiness in Europe, on expanding in US and APAC and on adjacent capabilities, leveraging on solid balance sheet

CAREL general strategy for 2023-2026 will be oriented to the research for new innovative technological solutions with a major focus on energy saving, transition to natural refrigerants, widening high-efficiency solutions offer and geographical expansion

Source: Company information

HVAC to consolidate its market leadership

A

B

C

Human Resources

Industrial Footprint and Lean Approach

Disciplined bolt-on M&A

Innovation

Increase focus on Services

Refrigeration to increase market share

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Leading provider of advanced energy efficient control solutions Attractive growth supported by secular trends Positioning and technological innovation capability hard to replicate Highly efficient global operations serving locally diversified bluechip customers Track record of organic growth with strong profitability and cash generation Well-articulated strategies to continue the growth track record High-tech leader in attractive niches of the HVAC/R industry 2 1 4 5 6 3

¹ High-tech leader in attractive niches of the HVAC/R industry

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Globally

Source: Company elaborations as of 31 December 2022 based on Building Services Research and Information Association data as of 31 December 2021

Note: 1) the rest of the market is mainly driven by proprietary solutions 2) tested by third-party laboratory compared to Top-ten EU benchmarks; 3) compared to average semi-hermetic

In Europe

² Attractive market growth supported by secular trends

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Source: Company information

Growth is driven by market trends and focused strategic actions… 2

CAREL share of applications market

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…and favoured by up-selling and cross-selling 2

FROM PRODUCT PLATFORMS TO INTEGRATED ELECTRONIC SOLUTIONS…

…IN THE HVAC AND REFRIGERATION MARKETS

Positioning and innovation capability hard to replicate 3

Leadership position in HVAC OEM premium niches… 3

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Source: Company elaborations as of 31 December 2022 based on Building Services Research and Information Association data as of 31 December 2021

…and leading in innovation in the refrigeration market 3

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Large diversified competitors EM / Low cost competitors Vertical niche approach ✓✓✓ ✓✓ ✓✓✓ Innovation pace & knowledge of final applications ✓✓✓ ✓✓ ✓ Integrated solutions ✓✓✓ ✓✓ ✓ Global operations ✓✓✓ ✓✓✓ ✓ Flexibility for tailored solutions ✓✓✓ ✓✓ ✓✓✓ Economies of scale ✓✓✓ ✓✓ ✓ Leveraging on HVAC experience… …CAREL is a leader in innovation HEOS SISTEMA Waterloop system with DC tech for refrigeration HECU SISTEMA High efficiency condensing unit control for multi-split refrigeration system HEEZ Control solution for refrigerated merchandiser with rotary DC tech 2015 2014 2017 2018 EMJ Winner at China Refrigeration award 2018 2020 IJ Highly customizable controller with advanced connectivity

Source: Company information and elaborations

4 Highly efficient global operations serving locally…

Track record of profitable growth

Resulting in a solid balance sheet and strong value creation to shareholders

Source: Company information Note: 2015-2023 IFRS

Note: 1) Including the contribution from M&A and the impact of the non recurring IPO Costs (~8m€ in 2018) 2) Operating cash calculated as cash flow from operations – Net Capex;

Global expansion, innovation and services 6 A

Pursuing additional opportunities improving services offer with IoT and advanced monitoring solutions

Cross-selling and upselling exploiting high-efficiency trends

Consolidation of leadership positions in HVAC Growth in Refrigeration

Geographical expansion through the introduction of innovative solutions in new geographies

Pursuing external growth through disciplined bolt-on M&A 6 B

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CAREL has performed detailed analyses and scouting of potential targets, thus promoting an opportunistic approach with a focus on 3 MAIN EXPANSION AREAS:

M&A

M&A – 2023 – Kiona

• Company profile: Kiona is a leading Norway-based Software as a Service ("SaaS") provider of property technologies solutions for energy consumption optimization and building digitalization in retail & industrial refrigeration, public, commercial and multiresidential facilities.
• Rationale: The transaction serves as a strategic move to further strengthen CAREL's positioning as a global leader in the HVAC-R industry, addressing the increasing digitalization and shift towards servitization of the sector, as Kiona is expected to materially enhance and accelerate the development of CAREL's software and digital services offering.
• Transaction structure: Carel Industries S.p.A acquired 82.4% of Kiona on the 31st of August 2023. The acquisition consideration implies a 100% Enterprise Value of NOK 2.35 billion (c. €210m). Each of the founder & CEO and other minor shareholders retained a significant portion of their stake, which on an aggregate basis accounts for a c. 17.6% minority stake subject to a 3-years lock up period followed by a put and call option scheme.

• Industrial fitting:

• ✓ Increasing R&D fire-power in digital solutions by joining CAREL and Kiona teams.
• ✓ Strengthening CAREL capabilities to develop and sell digital services.
• ✓ Opening new commercial opportunities for Kiona
• ✓ Developing technological synergies between the Kiona system at the installation level and the CAREL controls on the HVAC/R units

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M&A – 2022 – Senva

• Company profile: SENVA is a US company located in Oregon specialising in the design and manufacture of a wide range of sensors, mainly in the air-conditioning and ventilation sectors, and with a significant presence in indoor air quality.
• Rationale: the acquisition of SENVA is a further step towards the process of external growth through complementary products in reference applications that began in 2018. As in the case of Arion's acquisition (April 2022), the focus in the sensors segment is key to making products more efficient and more connected to their ecosystem, while also facilitating the activation of digital services. Furthermore, Numerous synergies can be achieved through the integration of CAREL and SENVA
• Transaction structure: Carel Industries S.p.A acquires all SENVA Inc.'s business through a SPV held by Carel USA Inc., Carel Industries S.p.A.'s US subsidiary. That acquisition is valued at USD 34 million. CAREL will also make an additional payment of up to USD 4 million tied to certain EBITDA results, for a total potential acquisition value of USD 38 million.

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M&A – 2022 – Klingenburg

• Company profile: Klingenburg GmbH and Klingenburg International Sp. Z.o.o. are leading producers of a wide range of products used mainly for heat recovery in ventilation and humidification systems, adiabatic cooling and air purification.

• Rationale: The transaction rationale is mainly attributable to the high degree of complementarity between Recuperator and Klingenburg in relation to the respective technologies of specialisation (plate exchangers for Recuperator and rotary for Klingenburg) and to the application areas. Furthermore it will strengthen CAREL's profile as a supplier of complete control solutions with high added value in the conditioning and refrigeration industry, with energy efficiency as one of their main characteristics.
• Transaction structure: The transaction, through which CAREL Industries S.p.A. takes over control of Klingenburg GmbH and Klingenburg International Sp. Z.o.o. via the acquisition of 100% of the share capital of the German and Polish companies, took place in response to an Enterprise Value of Euro 12.0 million (adjusted for approximately 2 million deferred capex).

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M&A – 2022 – Sauber

• Company profile: Sauber is based in Porto Mantovano (Mantua) and is active mainly in the sector of on-field installation and maintenance services for HVAC/humidification systems in commercial and residential buildings, with a strong focus on energy saving and optimization.
• Rationale: the transaction can be traced back to the implementation of one of the main pillars of CAREL's strategy of strengthening its services area (digital, onfield and consulting) both by internal activities and through acquisitions.
• Transaction structure: Carel takes over control of Sauber through the acquisition of 70% of its share capital. The acquisition of the remaining 30%, the valuation of which is tied to Sauber future results, is governed by a cross-option mechanism between the parties, exercisable in 2025.

M&A – 2022 – Arion

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• Company profile: Arion is the joint venture based in Bolgare (Bergamo Province - Italy), established in 2015 between CAREL and Bridgeport S.p.A. with the aim of developing sensor technology expressly dedicated to the air conditioning and refrigeration sectors.
• Rationale: The transaction is consistent with the Group's long-term strategy since the use of increasingly advanced sensors will make the equipment more efficient, more reliable and more connected with the eco-system in which they are inserted, also facilitating the activation of digital services.
• Transaction structure: Carel acquired a further 30% of the share capital of Arion reaching a 70% stake.

M&A – 2021 – CFM

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• Company profile: a long-standing distributor and partner in Turkey as well as a provider of digital and on-field services and complete high added value solutions dedicated to OEMs, contractors and end users in the Turkish HVAC (Heating, Ventilation and Air conditioning) and Refrigeration market.
• Transaction structure: Carel took control of CFM through the acquisition of 51% of the share capital of the company The acquisition of the remaining 49% of CFM, the valuation of which is tied to CFM future results, is governed by a cross-option mechanism between the parties, exercisable between 2024 and 2027.

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M&A – 2021 – Enginia

• Company profile: Enginia has been operating in the AHU sector since 1997 and has grown year after year to become a recognized leader, particularly as regards the manufacture production of dampers for air handling units.
• Rationale: expansion of the product portfolio in the HVAC market, consolidating CAREL's role as a supplier of complete solutions to manufacturers of air handling units through advanced solutions in terms of performance and energy efficiency.
• Transaction structure: Carel, through its subsidiary Recuperator, acquired 100% of the share capital of Enginia.

*The transaction included the real estate complex that houses the company's headquarters, which was valued separately.

M&A – 2018 – Recuperator

• Company profile: Recuperator is an Italy-based company active in the design, production and sale of "air-to-air" heat exchangers.
• Rationale: Integration with Recuperator expands CAREL's product portfolio in the HVAC market, consolidating its role as a supplier of complete solutions to manufacturers of air handling units, providing them with ever better solutions in terms of performance and energy efficiency.
• Transaction structure: The purchase price for the entire share capital of Recuperator is EUR 25.7 million, financed through the use of CAREL's own funds and bank loans

M&A – 2018 – HygroMatik

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• Company profile: Hygromatik is based in Henstedt-Ulzburg, near Hamburg. It designs, produces and markets humidifiers and related accessories, in the industrial, commercial and wellness field.
• Rationale: integration with HygroMatik will consolidate Carel's positioning in German-speaking countries and in northern Europe thanks to the strong penetration of the acquired company in these markets and will allow for a better positioning in the context of different applications, leveraging the strength of the brand, the industrial excellence and specialised expertise in the field of humidification of one of the main players in the sector
• Transaction structure: The purchase price and the related cash-out for the entire share capital of HygroMatik GmbH amounted to EUR 56.1 million, financed through the use of own funds and bank loans,