Carel Industries

Investor Presentation • Mar 13, 2025

CAREL INDUSTRIES S.p.A. 2024 – 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.

13th March 2025

Disclaimer

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This document has been prepared by CAREL Industries S.p.A for use during meetings with investors and financial analysts and is solely for information purposes. The information set out here in has not been verified by an independent audit company.

Neither the Company nor any of its subsidiaries, affiliates, branches, representative offices (the "Group"), as well as any of their directors, officers, employees, advisers or agents (the "Group Representatives") accepts any responsibility for/or makes any representation or warranty, express or implied, as to the accuracy, timeliness or completeness of the information set out herein or any other related information regarding the Group, whether written, oral or in visual or electronic form, transmitted or made available.

This document may contain forward-looking statements about the Company and/or the Group based on current expectations and opinions developed by the Company, as well as based on current plans, estimates, projections and projects of the Group. These forward-looking statements are subject to significant risks and uncertainties (many of which are outside the control of the Company and/or the Group) which could cause a material difference between forward-looking information and actual future results.

The information set out in this document is provided as of the date indicated herein. Except as required by applicable laws and regulations, the Company assumes no obligation to provide updates of any of the aforesaid forward-looking statements.

Under no circumstances shall the Group and/or any of the Group Representatives beheld liable (for negligence or otherwise) for any loss or damage howsoever arising from any use of this document or its contents or otherwise in connection with the document or the aforesaid forward looking statements. This document does not constitute an offer to sell or a solicitation to buy or subscribe to Company shares and neither this entire document or a portion of it may constitute a recommendation to effect any transaction or to conclude any legal act of any kind whatsoever.

This document may not be reproduced or distributed, in whole or in part, by any person other than the Company. By viewing and/or accepting a copy of this document, you agree to be bound by the foregoing limitations

FY 2024 – Highlights

After three years of annual growth exceeding 20%, 2024 has been a transition year.

Despite the decline in revenue, the Group maintained good profitability and a strong cash generation, supporting record investment level.

• Reported revenue equal to 578.5m€, -11.0% on 2023 (-13.7% organic revenues).

• Q4 results broadly in line with Q1 (but higher than Q3) despite December traditionally being one of the softest month for the Group. Much better YoY performance in Q4 2024.
• On a FY basis, the decline in revenue is due mainly to the poor performance in EMEA: Heat pumps sales down approximately 70% to a mid-single digit share of total CAREL revenue, and weak Refrigeration scenario.
• EBITDA margin equal to 18.1%, in continuity with 9M 2024 (18.2%) as the initiatives to contain discretionary opex offset the seasonal weaker profitability in Q4.

• In spite of the decline in revenues and therefore the negative operating leverage effect, the Group managed to maintain an adequate profitability thanks both to a number of savings (which allowed to report lower overhead expenses compared to 2023) and higher gross profitability .
• R&D investments on revenues ratio confirmed at target level: >5%.

• Strong cash generation (cash conversion cycle* ~60%) in spite of capex record level.
• NFP includes 44m€ for the acquisition of the residual 49% stake in CFM, net of which would have been substantially zero.
• 3 3 • NFP/LTM EBITDA 0.5x. Net of 31.6m€ related to the IFRS16 accounting principle, this ratio *(EBITDA-ΔNWC-Capex)/EBITDA would be close to 0.2x.

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.

FY 2024 – Results

CERTIFIED	emarket sdir storage

KPIs			FY 2024 Revenues bridge
m€	FY 2023	FY 2024	Δ%
Revenue	650 2	578 5	(11 0%)	650.2
Organic Revenue	650 2	4(1) 561	(13 7%)		(88.5)	17.4	(0.6)	578.5
EBITDA	137 2	104 9	(23 6%)
/Revenue EBITDA	21 1%	18 1%
Profit Net	70 9	62 6	(11 7%)
Capex	27 4	31 6	15 3%					m€
(1) Excl. ~17.4m€ (change	in the consolidation		perimeter) and 0.6m€ (neg. FX impact);	Revenues FY 2023	Organic Growth	M&A	FX	Revenues FY 2024

• Revenue -11.0%: The brilliant results in the Americas did not offset weak performance in the EMEA/APAC area. 17.4m€ revenues coming from a change in the scope of consolidation thanks mainly to Kiona, which reported a +15% recurring revenue growth (local currency).
• EBITDA -23.6%: 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 (>20%).
• Net Profit -11.7%: due to the operating results. Tax rate equal to 20.7%, in line with 2023.
• 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.
• Dividend: 0.165€ per share proposed dividend; ~30% pay-out ratio

FY 2024 – Revenue breakdowns

• EMEA Q4 2024 reaffirmed the trends observed in the previous quarters, though order intake began to gradually accelerate. Very high 2023 comps.
• APAC Q4 2024 saw further acceleration, making it the strongest quarter of the year, driven by very positive performance in the refrigeration sector. However, China macroeconomic scenario remains weak, with mixed trends. Positive trajectory in Data centres.
• Americas (North) North America continued to deliver strong performance (Q4 was the highest of the year: 28m€) driven mainly by the positive momentum in data centres.
• Americas (South) Good results reported, in particular in Brazil combined with a mixed scenario in other countries in the region.

• HVAC: Q4 2024 showed a slightly improvement over the previous 2Qs mainly thanks to DCs in North America. EMEA region remained stable in absolute terms QoQ, while order intake provided overall positive signals.
• Refrigeration: Q4 reaffirmed the trends observed throughout 2024: the investment cycle in the EMEA region remains stagnant, while the U.S. continues to experience strong growth, with a focus on natural refrigerants and energy efficiency. Also in this case, tangible signs of recovery are emerging in EMEA. 5

From EBITDA to Net Profit

K€	'23 FY	'24 FY	Δ%
EBITDA	137 183 ,	104 871 ,	23 6% -
D&A	-32 783 ,	-38 345 ,
EBIT	104 400 ,	66 526 ,	36 3% -
Financial (charges)/income	-9 705 ,	-7 073 ,
gains/losses FX	-3 763 ,	3 183 ,
from for Gain/Losses FV liabilities on options minorities on	660 1 ,	356 15 ,
cons.with method Companies equity	613	737 1 ,
EBT	93 205 ,	79 729 ,	14 5% -
Taxes	-18 732 ,	-16 470 ,
Minorities	-3 531 ,	-617
profit Group net	70 942 ,	62 642 ,	11 7% -

• Higher D&A mainly due to the purchase price allocation amortization (Kiona).
• Lower financial charges due to lower interest rates, lower financial liabilities and the high comparison base (2023 bridge loan for the Kiona acquisition).
• 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 + the FV on Kiona's minority option.
• CCEM positive results mainly related to Free Polska.
• Tax-rate (20.7%) in line with FY 2023 and benefitting for the gain from FV on liabilities for minority options.

• Net of the cash out for the CFM acquisition, the NFP would have been close to zero, thanks to the strong cash generation (cash conversion cycle = ~60%)
• CAPEX 31.6m€. Record capex maintaining the ~5% capex-to-revenue trajectory set for 2024YE. A significant portion was allocated to completing the new research lab in the HQ and expanding the Klingenburg plant in Poland to enhance efficiency in our mechanics production process.
• ΔNWC +9.5m€: A strong improvement compared to 9M 2024 data, primarily due to seasonality effects and better inventory and receivables management. *(EBITDA-ΔNWC-Capex)/EBITDA

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Continuous innovation @ CAREL

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New multi-year sustainability plan

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4 years of successes

• In 2023, 77% of total electricity consumption came from renewable sources (57% in 2021).
• A 30% reduction in direct and indirect emissions driven by energy efficiency initiatives.
• Completion of CAREL carbon footprint measurement (Scope 1, 2, 3).
• Approval of CAREL's near-term decarbonization targets by SBTi.
• Continuous improvement in workplace safety, maintaining work-related accident rates, below the 3 years avg.
• Gender equality certification obtained by the Italian HQ.
• Increased number of independent BoDs members, now representing the majority.
• Integration of ESG KPIs in executives MBO/LTI.

2021

-2024 Sustainability plan

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4 years of projects

• Increasing renewable electricity usage to 90%.
• Enhancing energy efficiency by expanding ISO 50001 certification and other initiatives across CAREL's plants.
• Implementing a 10yrs GHG reduction plan (2033) to cut Scope 1 and 2 emissions by 54.6 and scope 3 by 32.5%.
• Expanding the number of products covered by LCA.
• Expanding the number of production plants covered by ISO 45001 certification.
• Implementing a due-diligence process on Human rights .
• G • Establishing an impartial third-party ESG due-diligence process across the supply chain, including on-site audit.
  • 9 • Implementing ISO 37001 certification (anti-corruption)

2025

-2028 Sustainability plan

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Closing Remarks

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• 2024 as a transition year: Marked by high volatility and low visibility, yet the secular trends driving CAREL's success remained intact.

FY 2024 Results

• Resilient profitability: Despite the negative operating leverage effect, CAREL maintained a solid 18.1% profitability, offsetting the typical Q4 seasonal downturn through fully implemented costcontainment initiatives.
• Strong Financial Position: Robust cash generation and a solid balance sheet enabled record investment levels, particularly in innovation, reinforcing CAREL's long-term development strategy.

Focus on sustainable innovation

• The Group introduced a range of cutting-edge products and initiatives, reinforcing its position at the forefront of innovation. Additionally, it has just launched a multi-year sustainability plan, further solidifying its commitment to long-term, responsible growth.

Scenario

• The current macroeconomic landscape remains challenging, marked by geopolitical tensions, heightened volatility, and limited visibility.
• HVAC/Ref.: Overall, the EMEA region shows significant signs of recovery, though they require confirmation in the coming months. The APAC region presents a mixed outlook, while North and South America remain positive.

Guidance

Taking this into account, along with the fact that the significantly positive trend in the order intake, observed in the early months of the year, requires some time to translate into results, the Group expects Q1 2025 revenues to be close to those of the same period in 2024, with an acceleration in performance starting from the second quarter.

Annexes

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Shareholding structure (>3% voting rights)

Income statement and Balance Sheet

Income statement Balance sheet

K€	FY	FY	Delta
	2024	2023	%
Revenues	578	650	(11
	536	247	0%)
	,	,
Other revenues	6 272 ,	6 007 ,	4% 4
Operating costs	(479 938) ,	(519 070) ,	(7 5%)
EBITDA	104	137	(23
	871	183	6%)
	,	,
Depreciation	(38	(32	17
and	345)	783)	0%
impairments	,	,
EBIT	66	104	(36
	526	400	3%)
	,	,
EBT	79	93	(14
	729	205	5%)
	,	,
Taxes	(16	(18	(12
	470)	732)	1%)
	,	,
Net result of the period	63 259 ,	74 473 ,	(15 1%)
Non	617	3	(82
controlling		531	5%)
interest		,
Group	62	70	(11
result	642	942	7%)
net	,	,

K€	FY 2024	FY 2023	Delta %
Capital Fixed	508 920 ,	507 725 ,	0 2%
Working Capital	76 909 ,	77 509 ,	(0 8%)
Employees defined benefit plans	(7 390) ,	(8 479) ,	(12 8%)
Net invested capital	578 438 ,	576 755 ,	0 3%
Equity	441 535 ,	396 174 ,	4% 11
Non liabilities currrent
and call options put on	86 714 ,	144 918 ,	(40 2%)
Net financial position (asset)	50 190 ,	35 664 ,	40 7%
Total	578 438 ,	576 755 ,	0 3%

Company Profile

Leading provider of advanced control solutions for HVAC/R

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Source: Company information Note: 1) avg. 2015A-24A

Global footprint

Innovation focus

R&D

Growing key markets

Leadership in premium niches

Note: financial data refer to consolidated accounts of CAREL Industries S.p.a. 2015-2022 IFRS. Comparability might be affected by change in consolidation perimeter

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

Plants

Well-articulated strategies to continue the growth track record

• 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

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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

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

Expansion of market of reference Market of reference for applications CAREL can

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

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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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Source: Company information and elaborations

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.

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4 Highly efficient global operations serving locally…

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18%

3%

Track record of profitable growth

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

Source: Company information Note: 2015-2020 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.

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).

M&A – 2022 – Sauber

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• 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

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• 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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