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Carel Industries

Investor Presentation Nov 7, 2024

4037_ip_2024-11-07_f256aa9d-efb6-46e4-8a09-76e43e84b95b.pdf

Investor Presentation

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CAREL INDUSTRIES S.p.A. 2024 – 9M 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.

7 th November 2024

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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

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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.

9M 2024 – Highlights

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Q3 2024 revenues and EBITDA margin substantially in line with Q2 2024 confirming the same trends already seen in the first part of this year.

Reported revenues equal to 432.9m€, -12.9% on the first 9M 2023 (-16.4% organic revenues).

  • This is mainly attributable to the poor performance in the EMEA area slightly penalized in Q3 by seasonality (August): Heat pumps sales further worsened in Q3 2024 (representing a mid-single digit share of total CAREL revenues in the first 9M of the year); Weak Refrigeration scenario confirmed.
  • 9M 2023 comps remain particularly high due to the backlog recovery after the easing of the electronic material shortage. Q3 2023 revenues have been the second highest ever reported by the company.

  • EBITDA margin equal to 18.2%, in continuity with H1 2024 (18.3%). The difference between the actual figure and 9M 2023 (22.3%), is due to the negative operating leverage effect. A number of savings allowed the company to report lower overhead expensed compared to 2023 in spite of a change in perimeter. Positive trend in raw material costs.
  • R&D investments on revenues ratio confirmed at target level: >5%.

  • NFP includes 44m€ for the acquisition of the residual 49% stake in CFM, net of which would have been substantially in line with FY 2023.
  • NFP/LTM EBITDA <1x. Net of 31.6m€ related to the IFRS16 accounting principle, this ratio would be close to 0.5x.

9M 2024 – Results

  • Revenue -12.9%: Q3 2024 close to Q2 2024 and slightly impacted by seasonality (August). 17.4m€ revenues coming from a change in the scope of consolidation thanks mainly to Kiona (double-digit revenues growth).
  • EBITDA -28.9%: Revenues trend negatively affected EBITDA. Stable EBITDA margin during 2024. The decline on the same period 2023 is due to the operating leverage effect partly mitigated by higher gross profitability and by the implementation of a strict cost containment plan. R&D expenses on revenues >5%. Accretive profitability from Kiona (>25%).
  • Net Profit -32.8%: Financial charges (5.3m€) and tax rate (23.2%) not far from 2023 figures.
  • Capex: Record high capex mainly related to R&D and to the expansion of the Klingenburg polish plant for the optimization of CAREL's mechanics production process. ~5% capex/revenues target ratio is confirmed.

9M 2024 – Revenue breakdowns

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6

EMEA 66% APAC 14% North America 17% South America 3% 432.9 M€ m€ m€ Area 9M 2023 9M 2024 Δ% Δ% fx EMEA 348.2 285.5 (18.0%) (18.4%) APAC 67.4 60.4 (10.4%) (8.6%) Americas (North) 71.5 75.5 5.7% 6.1% Americas (South) 10.2 11.5 13.0% 17.7% Total Revenue 497.2 432.9 (12.9%) (12.8%)

  • EMEA Q3 2024 underpinned by the same trends already seen in the previous quarters including the destocking, which should be close to an end. Very high 2023 comps.
  • APAC Q3 2024 higher than Q2 2024. 9M results penalized by very high 2023 comps, lower exports to Europe, weak China economy and in general a mixed scenario across regions and applications. Very positive trend in Data centres.
  • Americas (North) North America reported positive performance also in Q3 2024 (revenues >25m€) in spite of a very challenging comparison (Q3 2023 was the highest quarter ever reported). Data centres positive momentum continues.
  • Americas (South) Good results reported, in particular in Brazil combined with a mixed scenario in other countries in the region.

  • HVAC: the deceleration started in Q3 2023 worsened sequentially. Q3 2024 had a very volatile profile and was impacted by summer closures and further decline in sales in HPs segment, which is expected to have bottomed out.
  • Refrigeration: mixed results. The investment cycle in the EMEA area is still stagnating, while a very good growth is visible in the US together with a focus on natural refrigerants and energy efficiency.

From EBITDA to Net Profit

EMARKET
SDIR
CERTIFIED

7

7

K€ '23
9M
'24
9M
Δ%
EBITDA 110
705
,
78
710
,
28
9%
-
D&A -23
137
,
-28
579
,
EBIT 87
568
,
50
131
,
42
8%
-
Financial
(charges)/income
-5
919
,
-5
219
,
FX
gains/losses
-893 397
2
,
Gain/Losses
from
liabilities
for
FV
on
options
minorities
on
- 3
373
,
cons.with
method
Companies
equity
292 1
737
,
EBT 81
048
,
52
346
,
35
4%
-
Taxes -19
325
,
-12
128
,
Minorities -2
645
,
-495
Group
profit
net
59
079
,
39
723
,
32
8%
-
  • Higher D&A mainly due to the purchase price allocation amortization (Kiona).
  • Financial charges substantially in line with 9M 2023.
  • 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.
  • CCEM positive results mainly related to Free Polska.

Tax-rate (23.2%) slightly lower on 9M 2023 (23.8%).

  • Total NFP equal to ~84m€ including 44m€ M&A (49% of CFM). Net of this cash-out the NFP would have been substantially stable thanks to the robust cash generation which covered capex, dividends and higher NWC.
  • CAPEX 22m€. The trajectory is in line with the 5% capex-on-revenues target set for 2024YE. A significant share was devoted to the completion of the new research lab in the HQ and the expansion of the Klingenburg plant in Poland to increase efficiency in our mechanics production process.
  • ΔNWC +31m€: The increase in the NWC is due mainly to lower payables linked to lower purchases and inventory.

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.

Kiona update

  • The implementation of the full compatibility between CAREL supervisory systems (Boss) and Kiona has been completed and presented to Chillventa Exhibition. It will open new opportunities for cross selling and cross fertilization.
  • Innovative applications using AI are being studied with the aim of a smarter and more automated way to manage alarms and energy savings.

Internationalization

  • CAREL is actively helping Kiona to speed up its internationalization process, targeting in particular Southern Europe and UK. Chillventa Exhibition gave us the possibility to present Kiona to a vast audience.
  • In Italy a process to qualify structured system integrators has already started.

Results

• In spite of a very challenging scenario Kiona managed to score a double-digit revenues growth with a >25% profitability. These results don't include some significant projects with public administrations in the Nordics, which are expected to start in the next few quarters.

CAREL's new organization

  • In view of the retirement of Giandomenico Lombello, Managing Director and with CAREL for over 30 years, the company has been working with great intensity in 2024 to design the new organizational and operating model, which will take effect from the 1 st of January 2025.
  • Francesco Nalini as CEO will directly manage a streamlined C-suite line.
  • The company takes this opportunity to express its gratitude for the passion that Giandomenico has poured into his thirty-year career at CAREL. He will continue to support the transition process and ensure a smooth handover of responsibilities.

Organizational update New Organization's key elements

A hybrid matrix model, with a strengthening of the regional dimension to be closer to customers and their needs.

A streamlined C-suite line, directly reporting to the CEO to reduce complexity and quicken the decision making process.

A strengthened structure, injected with new dedicated roles to accelerate the development of new capabilities.

A greater emphasis on driving disruptive long-term innovation, beyond incremental advancements.

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Closing Remarks

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ScenarioMixed macro-economic scenario: 1) Europe's GDP growth still flattish in spite of three 25bps cuts in interest rate in 2024; 2) US economy proved to be robust even in presence of a clear cool down in the labor market; 3) China's 5% 2024 GDP growth target at risk.HVAC/Ref.: HPs segment still under pressure and slower than expected recovery in refrigeration in the EMEA area. Mixed signals from APAC region. Positive view on North and South America. • Q3 2024 was a very volatile quarter further lowering visibility and with a persisting challenging scenario in particular in Europe.High comps effect remained (due partly to the backlog recovery in 2023): Q3 2024 was the second highest quarter ever recorded by CAREL. • 18.2% EBITDA margin substantially confirms the H1 2024 trend. The difference compared to 9M 2023 (22.3%) was due to revenues trend/operating leverage. • The initiatives to contain opex, implemented in the last few quarters, have been successful in keeping overhead expenses even lower compared to 2023 in spite of the change in the consolidation perimeter and higher R&D expenses. Taking into account the above and that the recent preliminary managerial results for October, which are being finalized and still need to be refined, though very positive do not signal a substantial deviation from the trends already present in the last quarters, the Group expects Q4 9M 2024 Results Guidance Opex containment initiatives

expects to close the year with consolidated revenues close to 580m€.

consolidated revenues substantially in line with those of the previous quarters and therefore

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.

Annexes

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13

Shareholding structure (>3% voting rights)

Income statement and Balance Sheet

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Income statement Balance sheet

K€ 9M 9M Delta
2024 2023 %
Revenues 432 497 (12
897 213 9%)
, ,
Other
revenues
3
766
,
3
712
,
1
5%
Operating
costs
(357
952)
,
(390
220)
,
(8
3%)
EBITDA 78 110 (28
710 705 9%)
, ,
Depreciation (28 (23 23
and 579) 137) 5%
impairments , ,
EBIT 50 87 (42
131 568 8%)
, ,
EBT 52 81 (35
346 048 4%)
, ,
Taxes (12 (19 (37
128) 325) 2%)
, ,
Net
result
of
the
period
40
219
,
61
724
,
(34
8%)
Non 495 2 (81
controlling 645 3%)
interest ,
Group 39 59 (32
result 723 079 8%)
net , ,
K€ 9M 2023 Delta
2024 FY %
Fixed
Capital
505
753
,
507
725
,
(0
4%)
Working
Capital
95
218
,
77
509
,
8%
22
Employees
defined
benefit
plans
(7
211)
,
(8
479)
,
(14
9%)
invested 593 576 2
capital 760 755 9%
Net , ,
Equity 413 396 4
525 174 4%
, ,
Non 96 144 (33
liabilities 242 918 6%)
currrent , ,
Net
financial
position
(asset)
83
993
,
35
664
,
>100%
Total 593 576 2
760 755 9%
, ,

Company Profile

Leading provider of advanced control solutions for HVAC/R

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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…

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Source: Company information

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

Distinctive ability to meet customers' demand for tailored integrated solutions using standard platforms

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Source: Company information Note: 1) developed with partners

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

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

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

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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

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Source: Company information

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

…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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27

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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28

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…

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

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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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35

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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.

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,

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