Carel Industries

Investor Presentation • Mar 6, 2024

CAREL INDUSTRIES S.p.A. 2023 – FY Results

This document and all of its contents are property of CAREL. All unauthorised use, reproduction or distribution of this document or the information contained in it, by anyone other than CAREL, is severely forbidden.

6th March 2024

2

Company presentation disclaimer

By attending this meeting and accepting this presentation (the "Presentation"), you will be deemed to have agreed that: (i) you will not disclose information contained herein to anyone within your firm (other than subject to these restrictions) or outside your firm and (ii) these restrictions will apply to your entire firm. You further agree to be bound by the following limitations, qualifications and restrictions.

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.

This document does not constitute or form part of any offer to sell or issue or invitation to purchase or subscribe for, or any solicitation of any offer to purchase or subscribe for, any securities of the Company or any other member of the Group, nor shall it or any part of it nor the fact of its distribution form the basis of, or be relied on in connection with, any contract or investment decision. The information and opinions contained in this Presentation are provided as at the date of the presentation and are subject to change without notice. Neither the Company nor the Group nor any other person is under any obligation to update or keep current the information contained in this Presentation unless otherwise required by applicable laws.

No representation, warranty or undertaking, express or implied, is made by the Company or the Group or any of its of their respective directors, officers, employees, advisors or agents ("Representatives") or any other person as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the Information or the opinions contained therein or any other statement made or purported to be made in connection with the Company or the Group, for any purpose whatsoever, including but not limited to any investment considerations. No responsibility, obligation or liability whatsoever, whether arising in tort, contract or otherwise, is or will be accepted by the Company or the Group or any of their respective Representatives or any other person for any loss, cost or damage howsoever arising from any use of the Information, or for information or opinions or for any errors, omissions or misstatements contained therein or otherwise arising in connection therewith.

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.

The Information is indicative, preliminary in nature, subject to change, updating, correction and amendment and does not purport to be comprehensive. None of the Company, the Group, any of their respective their respective Representatives accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truthfulness, accuracy or completeness of the information in this presentation (or whether any information has been omitted from the presentation) or any other information relating to the Group, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this presentation or its contents or otherwise arising in connection therewith.

This document is not for publication, release or distribution in or into the United States, Canada, Australia or Japan or in any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction nor should it be taken or transmitted into such jurisdiction and persons into whose possession this document comes should inform themselves about and observe any such restrictions.

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

3

3

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.

FY 2023 – Highlights

For the third consecutive year CAREL reported a >20% revenue growth rate (constant FX) and >21% adj. Ebitda margin -

• +21.1% Revenue growth(1)
• Reported Revenue equal to 650m€ in line with the guidance given in October.
• Organic growth in revenues (LFL and constant exchange rates) stood at 10.0%

• All segments/geographies positively contributed to the performance thanks to a mix of organic growth and M&A, despite a sequential slow down in HP (with a steep deceleration in Q4) and a soft Refrigeration market due mainly to the weak macro-economic scenario (inflation/interest rate)

• EBITDA margin equal to 21.1%, higher than FY 2022 (20.5%). The expected decrease on 9M 2023 is due to a seasonal effect. Excluding the one-off costs related to M&A (~2.7m€), the Adj. EBITDA margin reported would stand at 21.5% (top end of the guidance).

• The positive operating leverage, a better product mix and the continued effects deriving from previous price-list increases offset higher costs of raw materials (persistent inflation in particular in the first part of the year).

• Net of the IFRS 16 accounting effect (~33m€), the NFP would be virtually zero. This remarkable results was achieved mainly thanks to a very robust cash generation (cashconversion cycle equal to approximately ~75%(2) )

(1)At constant exchange rate – (2) Excluding M&A and Share Capital Increase – Calculated as (EBITDA-ΔNWC-Capex)/EBITDA

FY 2023 – Results

m€	FY 2022	FY 2023	Δ%
Revenue	9 544	650 2	19 3%
Organic Revenue	544 9	4(1) 599	10 0%
EBITDA	111 7	137 2	22 8%
EBITDA(2) Adj	114 7	139 9	9% 21
/Revenue Adj EBITDA	1% 21	21 .5%
Profit Net	62 1	70 9	14 2%
Capex	26 8	27 4	2% 2

KPIs FY 2023 Revenues bridge

(1) Excl. ~58.7m€ (change in the consolidation perimeter) and ~7. 9m€ (negative FX impact); (2)Adjustments mainly related to M&A costs.

• Revenue +19.3%: Balanced contribution from organic and M&A growth. In Q4 expected flattish organic growth due to the sharp deceleration in the heat-pumps market and a prolonged weakness in the refrigeration segment.
• Adj. EBITDA +21.9%: The very positive results reported in revenue were reflected in Adj. EBITDA growth. For the second consecutive year Adj. EBITDA margin >21% thanks to the operating leverage effect, to a better products mix (benefitting from the easing of the raw material shortage) and continued effects of previous price-list increases. Lower Q4 Adj. ebitda margin (~18%) due to seasonal effects.
• Net Profit +14.2%: benefitting from the operating results. Lower tax rate (20.1%) on FY 2022 was mainly linked to a different country mix.
• Capex: in line with FY 2022
• Dividend: 0.19€ per share proposed dividend; ~30% pay-out ratio

FY 2023 – Revenue breakdowns

6

• EMEA The combination of organic growth and M&A kept the growth rate >15%. Slow-down in H2 mainly liked to the heat-pumps sector.
• APAC ~22% 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 throughout the year thanks to data centres and to some projects related to BESS (Battery Energy Storage Systems). Positive performance from SENVA.

• Americas (South) The good results reported in Brazil were partly offset by the impact of the macro-economic scenario in other regions.

• HVAC: Excellent growth in 2023 (~14% excluding M&A) partly hampered by a sequential sharp slow-down in the second half of the year in the heat pump sector in Europe.

• Refrigeration: In spite of a generalized stagnation in the investment cycle, the company managed to report a mid singledigit growth, thanks also to the contribution of Kiona. 6

This document and all of its contents are property of CAREL. All unauthorised use, reproduction or distribution of this document or the information contained in it, by anyone other than CAREL, is severely forbidden.

From EBITDA to Net Profit

7

EBITDA	725 111 ,	137 183 ,	22 8%
D&A	-24 414 ,	-32 783 ,
EBIT	87 311 ,	104 400 ,	19 6%
Financial (charges)/income	-3 173 ,	-9 705 ,
gains/losses FX	-861	-3 763 ,
Gain/Losses from FV liabilities for on options minorities on	-2 235 ,	1 660 ,
Companies consolidated with method eq.	2 360 ,	613
EBT	83 402 ,	93 205 ,	8% 11
Taxes	-18 603 ,	-18 732 ,
Minorities	-2 675 ,	-3 531 ,
profit Group net	62 124 ,	70 942 ,	14 2%

• Higher D&A mainly due to the purchase price allocation amortization.
• Higher Financial charges due to the macro trend on interest rates, the bridge loan for the Kiona acquisition and non-cash interests linked to the put-call options on a number of minority stakes.
• FX losses linked to unfavorable FX effects on Kiona's put/call option expressed in NOK.
• Lower net gain deriving from associates (equity method) due to an extraordinary item reported in H1 2022
• Lower tax-rate (20.1%), compared to FY 2022 (22.3%) related mainly to a different country mix.

FY 2023 – NFP Bridge

184.0

• Total NFP equal to 35.7m€. Excluding the impact of the IFRS 16 accounting effect (33.4m€) the NFP would be virtually zero.
• Net of the combined effect of M&A and the share capital increase, the 2023 robust cash generation easily covered ΔNWC, Capex and Dividends.
• ΔNWC +16.7m€: Strong improvement compared to 9M 2023 (38.1m€) thanks mainly to the implementation of several inventory improvement initiatives. The growth on 2022 level is mainly linked to the increase in revenues/receivables dynamic.

Flexibility

In March, the 5th generation of CAREL's software development environment, named Stone, will be launched at the MCE Exhibition in Milan.

It will natively support all CAREL products.

before building expensive physical prototypes.

same project.

connection.

generative AI-based features.

1

2

4

Ideal development path

A (multi-location) team starts developing the software with the possibility of re-using software modules already developed, capitalizing on previous investments.

The team can focus on the high value-added parts of the logic of the end unit, continuously testing in real time the functionality of the SW. The less important but highly time-consuming part of the code is left to the AI.

Once the end unit has been commissioned, the SW development/maintenance team can intervene remotely avoiding significant downtimes and the deployment of on-field personnel. 3

In case of a HW failure a possible replacement with non-original spare parts is prevented by the software.

9

9

Security

Remote installation, maintenance

Artificial intelligence

• Thanks to the ature, it prevents the installation of any unauthorized non-original software on the control, creating a shield against possible attacks and protecting OEMs' spare parts business.

- Optimized teamwork allowing multiple people to work simultaneously on the

- Opportunity to reuse modules already developed on previous architectures.

- It natively supports the usage of generative AI to automatically write parts of the software. Existing roadmap for the development of further

• Creation of digital twins of the customer unit to validate the software

• It enables secure remote maintenance on the end unit software without having any operator on-field even without a permanent internet

- Real time automatic test to validate the functionality of the code.

Integration process

• STEERING COMMITTEE

• Following the acquisition of Kiona a steering committee has been established and consists of a number of key managers from CAREL and Kiona.

• The main tasks of the committee are to accelerate the Kiona/CAREL integration and the development of synergies.

• POST-MERGER INTEGRATION MANAGER

• A CAREL manager with a long-standing expertise in the software and services sector has been appointed as post-merger integration manager.

• She has the responsibility for the correct and timely implementation of the steering committee decisions and initiatives and will be also a member of the Kiona's Board of Directors.

2024 main integration projects

• REFRIGERATION

• Keeping Kiona HW-agnostic, CAREL field controls will be natively integrated in Kiona's software libraries allowing for a seamless usage optimization between the two. Combining CAREL+Kiona could lead to an even simpler (and cheaper) installation.

• Integration between CAREL Digital Services and Kiona 24/7 alarm management system.

• BUILDINGS

• The process to accelerate Kiona's internationalization process has started, leveraging on CAREL's leading positioning in a number of HVAC niches. The main geographic areas to focus on are southern Europe and the US.

Results and expectations

• 2023

In 2023 the company posted approximately 24m€ revenues with a 22% increase on 2022

Adjusted EBITDA margin (excluding costs mainly related to the acquisition) was slightly lower than 20%.

• 2024

In January 2024 the company reported a >20% revenues growth rate in spite of a challenging European macroeconomic scenario.

A growth in the profitability compared to 2023 is expected.

10

Closing Remarks

FY 2023 Results

• For the third consecutive year, CAREL reported a >20% revenue growth rate (constant exchange rate), with a balanced mix between organic and external growth.
• In spite of a deteriorating scenario, in particular in the HP sector in Europe and a weak demand in refrigeration, CAREL managed to report a double-digit organic growth (+10%).
• Adj. EBITDA margin 21.5% and an outstanding cash conversion cycle (~75%*).

Extraordinary operations

• CAREL significantly strengthened its positioning in the digital services sector with the acquisition of a top player as Kiona.
• In December the company successfully completed its first Share Capital increase, with the intention of being flexible in seizing possible further M&A opportunities.

ESG

• The Silver medal and the "AA" score were confirmed also in 2023 respectively by Ecovadis and MSCI.

• CDP raised its score on CAREL for the second consecutive year (from B- to B).

• Macro-economic scenario deteriorated in H2 2023 due mainly to the impact of high interest rates. This was particularly true in heat pumps: despite the presence of a solid structural trend, 2023 HP sales in Europe marked a 5% decrease.

• In Refrigeration the weak demand trend reported in H1 2023 continued also in H2 2023.

The first months of 2024 confirmed the dynamics of the last part of 2023; hence, the Group expects to close Q1 2024 with total revenue not far from Q4 2023. As regards the rest of the year, expectations are for a gradual improvement linked to the recovery of the investment cycle in the refrigeration sector (the first slight signs of which are already present), the disposal of inventory accumulated in the HP supply chain and the improvement of the European macroeconomic scenario (interest rates).

*Excluding M&A and Share Capital Increase – Calculated as (EBITDA-ΔNWC-Capex)/EBITDA

Annexes

Income statement and Balance Sheet

Income statement Balance sheet

K€	FY	FY	Delta
	2023	2022	%
Revenues	650	544	19
	247	852	3%
	,	,
Other revenues	6 007 ,	5 780 ,	3 9%
Operating costs	(519 070) ,	(438 906) ,	18 3%
Operating adj costs	(516 399) ,	(435 888) ,	18 5%
EBITDA	137	111	22
	183	725	8%
	,	,
EBITDA	139	114	21
ADJ	854	743	9%
	,	,
Depreciation	(32	(24	34
and	783)	414)	3%
impairments	,	,
EBIT	104	87	19
	400	311	6%
	,	,
EBT	93	83	11
	205	402	8%
	,	,
Taxes	(18	(18	7%
	732)	603)	0
	,	,
Net result of the period	74 473 ,	64 799 ,	9% 14
Non	3	2	0%
controlling	531	675	32
interest	,	,
Group	70	62	2%
result	942	124	14
net	,	,

K€	FY	2022*	Delta
	2023	FY	%
Capital Fixed	507 725 ,	313 282 ,	62 10%
Capital Working	77 509 ,	85 899 ,	9 80% -
Employees defined benefit plans	8 479 - ,	8 129 - ,	4 30%
Net	576	391	50%
invested	755	053	47
capital	,	,
Equity	396	221	10%
	174	247	79
	,	,
Non	144	73	90%
liabilities	918	965	95
currrent	,	,
financial (asset) Net position	35 664 ,	95 841 ,	62 80% -
Total	576	391	47
	755	053	50%
	,	,

*Restated

Company Profile

Leading provider of advanced control solutions for HVAC/R

This document and all of its contents are property of CAREL. All unauthorised use, reproduction or distribution of this document or the information contained in it, by anyone other than CAREL, is severely forbidden.

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

16

Source: Company information

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

Source: Company information Note: 1) developed with partners 17

Well-articulated strategies to continue the growth track record

19

19

• 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

Innovation

Industrial Footprint and Lean Approach

Increase focus on Services

Refrigeration to increase market share

Disciplined bolt-on M&A

20

20

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

21

21

Globally

In Europe

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

² Attractive market growth supported by secular trends

22

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

23

23

digitalisation and environmental focus

…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

26

26

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

27

27

Leveraging on HVAC experience… …CAREL is a leader in innovation HEOS SISTEMA 2014

Waterloop system with DC tech for refrigeration

HEEZ 2015

Control solution for refrigerated merchandiser with rotary DC tech 2018

award 2018 2020

Highly customizable controller with advanced connectivity

IJ

Source: Company information and elaborations

2014			Large diversified competitors	EM / Low cost competitors
	Vertical niche approach	✓✓✓	✓✓	✓✓✓
HECU SISTEMA High efficiency condensing unit control for multi-split refrigeration system	Innovation pace & knowledge of final applications	✓✓✓	✓✓	✓
2017	Integrated solutions	✓✓✓	✓✓	✓
	Global operations	✓✓✓	✓✓✓	✓
EMJ Winner at China Refrigeration award 2018	Flexibility for tailored solutions	✓✓✓	✓✓	✓✓✓
2020	Economies of scale	✓✓✓	✓✓	✓

This document and all of its contents are property of CAREL. All unauthorised use, reproduction or distribution of this document or the information contained in it, by anyone other than CAREL, is severely forbidden.

4 Highly efficient global operations serving locally…

This document and all of its contents are property of CAREL. All unauthorised use, reproduction or distribution of this document or the information contained in it, by anyone other than CAREL, is severely forbidden.

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

31

31

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

33

34

34

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.

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).

36

36

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

37

• 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

38

• 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.

39

39

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

40

• 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

41

• 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,