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Ariston Holding N.V.

Earnings Release Dec 17, 2025

9974_iss_2025-12-17_cf74c120-db08-4711-bb7c-48690fcb1669.pdf

Earnings Release

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RIELLO GROUP

Analyst Presentation December 17th, 2025

TRANSACTION HIGHLIGHTS

  • Ariston Holding N.V. signed a binding agreement for the acquisition of Riello Group1
  • Parent company Carrier Global Corporation will transfer 100% of Riello Group1 to Ariston Holding N.V. in exchange for a consideration of 289 €M2 (Enterprise Value)

  • Become the reference climate comfort player in Italy, adding well-known Riello and Beretta brands
  • Strengthen Ariston global position as a combustion technology specialist
  • Rise Ariston exposure to Commercial & Industrial segments, and presence in North America
  • Significant value creation potential
  • Highly EPS accretive including synergies

  • The acquisition will be financed with own funds with payment to be settled at closing
  • Leverage post-acquisition3 expected below 2.5x (NFP/EBITDA)

• Expected closing within H1 2026, subject to customary closing conditions APPROVAL &

    1. Riello includes Riello Group S.p.A. and Riello America LLC;
    1. 340 million USD, 15th December 2025 exchange rate (1.175 USD/Eur);
    1. Pro-forma leverage 2025E on NFP Adjusted (consistent with pre-ESMA calculation method). Based on FY2025 analysts' consensus. Note: Riello financial figures pro-forma and according to US GAAP.

STRATEGIC RATIONALE

2 well-known brands added to Ariston's portfolio:

  • Riello: direct-to-installer approach, leveraging on unique network in Italy of 160+ highly loyal mono-brand agents
  • Beretta: indirect approach via wholesaler, capillary presence in Northern Italy

Climate Comfort: strengthening role in Italy, thanks to complementary sales channels, geographical presence and extensive service coverage

Combustion technologies (burners): enhanced position as a global reference expert across a wide range of applications. Combustion technologies, based on biofuel and hydrogen blending, are the only solution to decarbonize high-temperature applications

Commercial & Industrial: expanding exposure to C&I, broadening the range of boilers (e.g., industrial boilers) and combustion technologies (e.g., commercial and industrial heating) solutions

North America: strengthen presence in US and Canada

RIELLO GROUP - OVERVIEW

Key financials, 2025E Solutions portfolio1

Net revenues

~400 €MLN

Adj. EBITDA

~35 €MLN

8.8% margin

Adj. EBIT estimate

~18 €MLN

4.5% margin

Solutions

  • Boilers
  • Heat pumps
  • Air conditioning

Services & Spare parts

63%

Climate comfort Combustion technologies

( B u r n e r s )

  • Multi-fuels (conventional, bio, hydrogen blending)
  • Low and ultra-low NOx
  • Tailor made process solutions

Applications range: residential, commercial, industrial

37%

MANUFACTURING AND R&D FOOTPRINT

MULTIPLE LEVERS OF VALUE CREATION

Technology

  • Riello benefit from Ariston's
  • Renewable and high efficiency product platforms for climate comfort and hot water
  • Electronics and connectivity

Sourcing & Logistics

  • Sourcing on common categories
  • Logistics leveraging increased scale

Complementary product portfolio

  • Ariston benefits from Riello's:
  • Commercial and industrial boilers
  • Combustion technology solutions

OthersDigital & ICT

Expected ~25 €M/year EBITDA impact run-rate (by year 4 post closing)

~5x 2026E Adj. EBITDA multiple including run-rate synergies

High-teens 2026E Adj. EPS accretive including run-rate synergies

Adj. EPS accretive by year 2 post closing

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