ASM Group S.A. — Interim / Quarterly Report 2022

Sep 8, 2022

Index

COMPANY OFFICERS	6
GROUP STRUCTURE	8
INTERIM MANAGEMENT REPORT	11
Purpose and accounting principles	12
Company overview	12
Business overview	13
Significant events of the first half of 2022	13
Group performance	14
Alternative performance measures	21
Related party transactions	26
Principal Risks and uncertainties	26
Subsequent events and outlook for the remainder of the year	31
MANAGEMENT CERTIFICATION	33
Report on the Review of Interim Condensed Consolidated Financial Statements	37
UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	41
Financial Statements Schedules	43
Unaudited interim consolidated statement of financial position	44
Unaudited interim consolidated income statement	45
Unaudited interim consolidated statement of comprehensive income	46
Unaudited interim consolidated statement of changes in consolidated shareholders' equity during the sixmonth Period ended june 30th, 2021	47
Unaudited interim consolidated statement of changes in consolidated shareholders' equity during the sixmonth Period ended june 30th, 2021 restated	48
Unaudited interim consolidated statement of cash flows	49
Explanatory Notes to the Financial Statements	51
1 - CORPORATE INFORMATION	52
2 - BASIS OF PREPARATION AND CHANGES TO THE GROUP'S ACCOUNTING POLICIES	52
3 - SEASONAL FACTORS	55
4 - BUSINESS COMBINATIONS	56
5 - OTHER TRANSACTIONS	58
6 - OPERATING SEGMENTS	59
7 - INTANGIBLE ASSETS	60
8 - GOODWILL	61
9 - PROPERTY, PLANT AND EQUIPMENT	62
10 - CASH AND CASH EQUIVALENTS	62
11 - FINANCIAL LIABILITIES	63
12 - NET FINANCIAL POSITION	64
13 - FINANCIAL INSTRUMENTS	65
14 - SHAREHOLDERS' EQUITY	66
15 - PROVISIONS FOR RISKS AND CHARGES	67
16 - CONTINGENCIES, COMMITMENTS AND RESTRICTIONS ON THE DISTRIBUTION OF PROFITS	67
17 - FINANCIAL INCOME AND EXPENSES	68
18 - CASH FLOW DISCLOSURES	69
19 - INCOME TAX FOR THE PERIOD	69
20 - EARNINGS PER SHARE	70
21 - RELATED PARTY TRANSACTIONS	70
22 - SUBSEQUENT EVENTS	71
23 - GROUP STRUCTURE	72

Our Mission

Renewing the pleasure of your Daily-Break

Company Officers

Boards of Directors

Alessandro Moro Chief Financial Officer (CFO)

Group Structure

The IVS Group presents the following structure as of June 30th, 2022:

Interim Management Report

Interim Management Report

PURPOSE AND ACCOUNTING PRINCIPLES

This interim report for the six-month period ended June 30th, 2022 has been prepared in compliance with Article 4 of the Luxembourg Transparency Law of January 11th, 2008 as amended; it should be read in conjunction with the annual report for the year ended December 31st, 2021 (including the financial statements included therein) and the Unaudited Interim Condensed Consolidated Financial Statements included in this halfyear report.

Our consolidated financial statements are expressed in Euro. These Unaudited Interim Condensed Consolidated Financial Statements in this half-year report have been prepared in accordance with IAS 34, "Interim Financial Reporting" and they should be read in conjunction with the audited consolidated financial statements for the year ended December 31st, 2021, which have been prepared in accordance with the International Financial Reporting Standards, as issued by the International Accounting Standards Board and adopted by the European Union ("IFRS"). The Unaudited Interim Condensed Consolidated Financial Statements have been prepared applying the same accounting standards and measurement criteria as those used for the preparation of the audited consolidated financial statements for the year ended December 31st, 2021, except for the application of the new accounting standards effective as of January 1st, 2022 listed in paragraph n.2 of "Explanatory notes to the financial statements".

In this document, we present certain measures, including Total Net Revenues, Gross Margin, EBITDA, EBITDA Adjusted, EBIT, EBIT Adjusted, Net Financial Indebtedness, Net Financial Position, Net Fixed Assets, Net Working Capital, Net Invested Capital and Net profit/ (loss) for the period Adjusted. Certain of these financial measures are, or may be, considered Alternative Performance Measures ("APMs") as defined by ESMA Guidelines on Alternative Performance Measures and are better detailed in section "Alternative Performance Measures" of this interim management report.

In addition, the 2021 figures have been restated to reflect the finalization of Purchase Price Allocation provisionally accounted for in previous Consolidated Financial Statements.

COMPANY OVERVIEW1

The IVS Group is the second largest vending machine operator in Europe (a highly fragmented market) and the lonely European public listed vending company, as reflected in the figures published by the EVA (European Vending Association). According to the latest report of CONFIDA, the Italian association of vending sector companies (based on 2021 figures), IVS is the most important operator in Italy, with around 50 years of experience and the lonely with a real nationwide presence.

Italy represents IVS' principal market (75.7% of Group's total revenue); nevertheless, IVS also operates in the French, Spanish and Swiss markets, where sales for the six-month ended June 30th, 2022 represented, respectively, approximately 10.0%, 7.4% and 0.7% of the total revenues. The Coin Division, active in Italy, represents 6.2% of the total revenues.

• general macroeconomic and political conditions and developments in the countries in which we operate;
• fluctuations in costs related to fuel and transportation inputs, food, coffee and other commodity prices;
• impact of seasonal variation and abnormal weather; - loss of major customers and/or inability to establish new customer relationships;

^1. Cautionary Statement Concerning Forward-looking statements

This interim report and any other oral or written statements made by us to the public may contain "forward-looking statements". Forward-looking statements are based on management's current views and assumptions and involve known and unknown risks that could cause actual results, performance or events to differ materially from those expressed or implied by those statements.

We use words such as "aim", "will likely result", "will continue", "contemplate", "seek to", "future", "objective", "goal", "should", "will pursue", "anticipate", "estimate", "expect", "project", "intend", "plan", "believe" and words and terms of similar substance to identify forward-looking statements, but they are not the only way we identify such statements. All forwardlooking statements are management's present expectations of future events and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These factors include the risks related to our business discussed under "Principal Risks and Uncertainties", among them, the following:

^- our ability to implement our business strategy or to grow through acquisitions, joint ventures and other investments;

^- the competitive environment in our business and our industry;

^- our ability to price our products and services in accordance with our strategy;

By their nature, certain disclosures relating to these and other risks are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses that may affect our financial condition and results of operations could differ materially from those that have been estimated. You should not place undue reliance on the forward-looking statements, which speak only as of the date of this half-year report.

Except as required by law, we are not under any obligation, and expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or else.

BUSINESS OVERVIEW

IVS Group manages its activity by two business divisions: the Vending Division, with operations in Italy, Spain, France and Switzerland and Poland ("Other European Countries"), and the Coin Division, related to coin management, e-money and payment services businesses with operations based only in Italy.

Vending Division is vertically integrated to operate in the preparation (not production) and testing of brandnew vending machines and in the revamping of the used vending machine, uninstalled from clients' site.

On June 30th, 2022, IVS manages a network of approximately 225.8 thousand vending machines, of which 120.8 thousand full automatic vending machines (free-standing or table-top) and 105 thousand office coffee service machines (OCS), located at corporate offices, institutions and public places, through which IVS sell a broad range of products, including hot and cold beverages, in-between meals, snacks and confectionary.

The Coin Division represents the main Italian operator in the business of collecting, counting, packaging, delivery and custody of "metallic money" (Euro Coins).

The Coin Division started in 2018 the development of new digital applications, telemetry and payment systems for the vending industry and since July 2019, through the acquisition of Moneynet S.p.A. (a payment institution authorized by Italian Central Bank), this division has expanded its business, that now includes payment services and technical assistance of electronic and card-based payment devices (Point Of Sales) directly and indirectly managed.

SIGNIFICANT EVENTS OF THE FIRST HALF OF 2022

Capital increase

On May 4th, 2022, the Board of Directors of the Company, in exercise of the delegated powers granted by the Extraordinary Shareholders' Meeting of December 13th, 2017, approved a rights offering addressed to the Company's existing shareholders consisting of (i) an offer of preferential subscription rights (the "Preferential Subscription Rights") to be assigned to the existing Shareholders of the Company for the subscription of new shares of the Company (the "New Shares") (the "Rights Offering") and (ii) an offer for the unexercised Preferential Subscription Rights (the "Rights Auction" and, together with the Offer of Rights, the "Offering").

The Board of Directors also approved a paid share capital increase, within the limits of the authorized capital, up to a maximum amount of Euro 185,720,415.36 (including share premium), by issuing a maximum number of 52,168,656 New Shares, with regular enjoyment and having the same features as the Ordinary Shares of the Company outstanding on the date of issue, to be offered as Preferential Subscription Rights to those entitled to an issuance price per New Share of Euro 3.56 (the "Issuance Price"), in the ratio of 24 New Shares for every 17 Option Rights exercised (the "Assignment Ratio").

At the end of the Capital Increase Period, it was collectively raised, before commission and fees: (i) Euro 185,720,244.48, as the total value of the New Shares subscribed (equal to a total of no. 52,168,608 New Shares, corresponding to over 99.9% of the total shares offered), as well as (ii) Euro 621,435.00, relating to the sale of the Rights not exercised in the context of the Rights Auction. The new share capital of IVS will therefore amount to Euro 876,815.88, represented by no. 91,121,099 ordinary shares with no par value.

Acquisition/Disposal of business units and shares

On February 11th, 2022 through its subsidiary MAN 24 S.r.l., the Group acquired the H24 business of Shop 24 S.r.l. and Open 24h S.r.l.s. The consideration transferred paid by IVS H24 S.r.l. for these new business units is equal to EUR 135 thousand.

On March 14th, 2022, the Group, through one of its Italian subsidiaries, acquired the vending business unit of Spina Distributori S.r.l. active in Calabria region for a provisional consideration transferred of EUR 224 thousand.

On June 29th, 2022 the Group, through one of its Italian subsidiaries, sold to Nespresso S.p.A. its Ho.Re. Ca branch for a consideration of EUR 2,726 thousand and registered a gain of EUR 801 thousand (after the disposal of the goodwill and customer list associated to this business amounting to EUR 871 thousand). This disposed business reported in the year ended December 31st, 2021 revenue of EUR 1,911 thousand.

Treasury shares

On January 28th, 2022 IVS Group acquired 234,206 treasury shares for a total price of EUR 2.9 million. The purchase has been performed in execution of a put option exercised by the seller, pursuant to the resolution adopted by IVS Group S.A. Shareholders Meeting on November 28th, 2018 (Second Resolution) in connection to the agreements on the acquisition of SDA 2000 Società di Distribuzione Automatica SpA executed on February 28th, 2019.

COVID-19

The restrictions imposed by the authorities to face

Covid-19 emergency since the last week of February 2020 significantly impacted the market volumes and the Company's organization and revenues for the entire 2020, 2021 and first quarter of 2022.

Despite the vaccine roll-out, some countries continue to be heavily affected by the pandemic, whilst others are cautiously observing a new spike of contagions due to the Delta and Omicron variant. However, overall the situation seems to be improving in many parts of the world, also thanks to the effective interventions by governments in terms of either the imposition of new local temporary lockdowns or the improved surveillance on pandemic clusters across the different countries.

We have since established the necessary protocols to operate safely, and our businesses demonstrated momentum. We continue to monitor the COVID-19 pandemic and its effect on our business and results of operations; however, we cannot predict the duration, scope or severity of the COVID-19 pandemic or its future impact on our business, results of operations, cash flows and financial condition.

Until March 2022 the Group is taking advantage from the concessions granted by the various measures issued by the Governments to reduce personnel costs. An effective use of these measures is critical to protect the Group efficiency and profitability.

On the basis of the legal assessment of term and conditions of the "redevance"² agreements with the clients, the Group is generally entitled to obtain until March 2022 a rebalancing of economic terms of the service contracts (see laws and regulations issued by E.U. states Governments: inter alia article 28-bis of Italian law 77/2020, that mandates the rebalancing of the economic terms of the redevance agreements entered between public administrations and vending companies): therefore, considering negotiations ongoing with clients, the charge for redevance has been equally reduced of EUR 3.7 million for 1st half 2022, corresponding to 13.1% of the contractual fees.

SHAREHOLDERS' DECISIONS

The annual shareholders' meeting of Group S.A., held on June 28th, 2022 in addition to the approval of the annual financial statements resolved the distribution of a dividend of EUR 0.11 to each share, for a total amount of EUR 10,023 thousand (equal to EUR 9,803 thousand, net of the portion relating to treasury share) and will be paid on September 21st, 2022 (ex-date September 19th, 2022 and record date September 20th, 2022).

CHANGES IN THE CONSOLIDATION

The main changes in the composition of the IVS Group with respect to December 31st, 2021 are:

• On February 2022 IVS Holland B.V. has been dissolved;
• On February 22nd, 2022 Wefor S.r.l. incorporated a new company, Breskui S.r.l. in order to develop the Ho.Re.Ca business in Italy.
• On May 12th, 2022 CSH S.r.l. signed an agreement with the British N-and Group Ltd, which operates in the IoT-Internet of Things sector, specialized in technologies applied to touch-screen systems, that are rapidly developing in the vending market and for other applications. Following this agreement and subject to a required UK regulator's approval, the Group IVS will transfer of the digital payment systems business unit owned by Venpay S.p.A. to a fully owned Italian subsidiary of N-and and will obtain the control over N-and Group Ltd through capital increases of N-and Group Ltd subscribed by cash. On June 30th, 2022 the approval of the UK regular has not yet obtained and the Group IVS partially subscribed the capital increases (EUR 1.8 million). Having obtained the 20% of N-and Group Ltd voting rights the IVS Group reported this investment as Equity investments in its Unaudited Interim Condensed Consolidated Financial Statements.

GROUP PERFORMANCE

The Unaudited Interim Condensed Consolidated Financial Statements of IVS Group as of June 30th, 2022 show a net profit attributable to owners of the parent of EUR 2,654 thousand, after a net loss attributable to noncontrolling interests of EUR 474 thousand.

Management believes that the Adjusted Income Statements presented below provide relevant and useful information, which is widely used by analysts, investors and competitors in our industry as well as by our management in assessing both consolidated and business unit performance.

These Adjusted Income Statements provide us with an understanding of the results from the primary operations of our business by excluding the effects of certain special items that do not reflect the ordinary earnings of our operations: we use these adjusted figures to evaluate our period-over-period operating performance because our management believes these provide a better comparable measure of our recurring business.

14

(thousands of Euro)	Adj. Explanation	1H2022 Reported	2022 Adjust.	1H2022	1H2021 Reported	2021 Adjustments	1H2021 Adjusted
Revenue from sales and services		182,944	-	182,944	156,101	-	156,101
Other revenues and income	(a)	14,545	1,508	13,037	11,093	107	10,986
Total revenues		197,489	1,508	195,981	167,194	107	167,087
Cost of raw materials, supplies and consumables		(47,440)	-	(47,440)	(40,083)	-	(40,083)
Cost of services	(b)	(22,897)	(883)	(22,014)	(17,003)	1,711	(18,714)
Personnel costs	(c)	(56,668)	(1,330)	(55,338)	(51,964)	(2,694)	(49,270)
Other operating income / (expenses), net	(d)	(33,392)	965	(34,357)	(24,529)	(269)	(24,260)
Gains / (losses) from disposal of fixed assets, net		208	-	208	(204)	-	(204)
EBITDA		37,300	260	37,040	33,411	(1,145)	34,556
Depreciation and amortization		(28,628)	-	(28,628)	(29,979)	-	(29,979)
EBIT		8,672	260	8,412	3,432	(1,145)	4,577
Financial income/(expenses), net		(6,974)	-	(6,974)	(7,538)	-	(7,538)
Foreign exchange differences and variations in derivatives fair value, net		(80)	-	(80)	(169)	-	(169)
Result of companies valued at net equity		81	-	81	124	-	124
Profit / (loss) before tax		1,699	260	1,439	(4,151)	(1,145)	(3,006)
Income taxes	(e)	1,429	(256)	1,685	7,853	74	7,779
Net profit/(loss) for the period		3,128	4	3,124	3,702	(1,071)	4,773

The following table summarizes and shows the Group's financial performance of our Vending Business by geography, as well in the Coin Services Business:

For the six-month period ended June 30th, 2022 (thousands of Euro)	Italy	France	Spain	Other European Countries	Coin	Intra-sector eliminations	Total
Total Revenues	152,010	19,721	14,582	1,350	13,193	(4,875)	195,981
Redevances	(16,694)	(4,157)	(1,724)	(174)	-	-	(22,749)
Total Net Revenues	135,316	15,564	12,858	1,176	13,193	(4,875)	173,232
Other operating costs	(103,481)	(13,955)	(10,915)	(945)	(11,771)	4,875	(136,192)
Ebitda Adjusted1	31,835	1,609	1,943	231	1,422	-	37,040
Income/(expenses) non-recurr. and except. in nature	(504)	(54)	(61)	-	879	-	260
EBITDA	31,331	1,555	1,882	231	2,301	-	37,300
% Ebitda Adj /Total Revenues	20.9%	8.2%	13.3%	17.1%	10.8%	-	18.9%
% Ebitda Adj /Total net Revenues	23.5%	10.3%	15.1%	19.6%	10.8%	-	21.4%
% Ebitda Adj ex Group Manag & Royalties Fees / Total Net Revenues	23.2%	11.7%	17.0%	20.7%	11.1%	-	21.4%
Depreciation and amortization	(23,066)	(2,494)	(1,826)	(270)	(972)	-	(28,628)
Ebit	8,265	(939)	56	(39)	1,329	-	8,672
%Ebit/ Total Revenues	5.4%	(4.8%)	0.4%	(2.9%)	10.1%	-	4.4%

(1) Adjusted to remove income and expenses non-recurring and exceptional in nature and from non-cash charges/income due to incentive plan (see next paragraph for more details).

For the six-month period ended June 30th, 2021 (thousands of Euro)	Italy	France	Spain	Other European Countries	Coin	Intra-sector eliminations	Total
Total Revenues	131,288	13,683	14,673	1,162	11,052	(4,771)	167,087
Redevances	(11,742)	(1,670)	(1,482)	(81)	-	-	(14,975)
Total Net Revenues	119,546	12,013	13,191	1,081	11,052	(4,771)	152,112
Other operating costs	(89,588)	(10,920)	(11,591)	(695)	(9,533)	4,771	(117,556)
Ebitda Adjusted1	29,958	1,093	1,600	386	1,519	-	34,556
Income/(expenses) non-recurr. and except. in nature	(333)	45	(1,035)	5	(741)	-	(2,059)
No cash charges due to incentive plan	775	36	103	-	-	-	914
EBITDA	30,400	1,174	668	391	778	-	33,411
% Ebitda Adj /Total Revenues	22.8%	8.0%	10.9%	33.2%	13.7%	-	20.7%
% Ebitda Adj /Total net Revenues	25.1%	9.1%	12.1%	35.7%	13.7%	-	22.7%
% Ebitda Adj ex Group Manag & Royalties Fees / Total Net Revenues	24.1%	13.4%	16.6%	36.9%	14.1%	-	22.7%
Depreciation and amortization	(24,124)	(2,347)	(2,241)	(282)	(985)	-	(29,979)
Ebit	6,276	(1,173)	(1,573)	109	(207)	-	3,432
%Ebit/ Total Revenues	4.8%	(8.6%)	(10.7%)	9.4%	(1.9%)	-	2.1%

(1) Adjusted to remove income and expenses non-recurring and exceptional in nature and from non-cash charges/income due to incentive plan (see next paragraph for more details).

Vending revenues increased by EUR 23,730 thousand (3.46 EUR Cent per vend) and was due (i) to volumes increases (EUR 12,620 thousand) and (ii) to price increase (EUR 11,110 thousand), of which 12% related to changes in mix of products sold between hot beverages and snacks & food (0.41 EUR Cent per vend) and 88% (3.05 EUR Cent per vend) due to contract revisions.

Cost of raw material and supplies and consumables increased by EUR 7,357 thousand. The variation was strictly related to the increase of the vending volumes (with a slight increase of 0.2 p.p. on revenues with respect to 2021, but with a significant increase of EUR Cent per single vend).

As showed during the beginning years of the last decade, the Group is prepared and well equipped to properly face the large reconfiguration of its vending machine network trigged by the new volumes and consumer behaviors.

To calculate the Adjusted Income Statement, the following items were considered by the IVS management exceptional in nature:

a) Other revenues and income: Negative adjustments for Nexi Payments S.p.A.'s indemnity for EUR 1,500 thousand in accordance with the Share Purchase Agreement between Nexi Group and CSH S.r.l. and EUR 8 thousand for other minor indemnity.

b) Service Cost: a positive adjustment of EUR 902 thousand Related to advisory, notarial and legal fees (mainly related to the acquisition activity of subsidiaries and business units), a negative adjustment of EUR 19 thousand mainly related to the application of the amendments to IFRS 16 (EUR 1,716 thousand for the first six months of 2021).

c) Personnel Cost: positive adjustments of EUR 693 thousand related to the termination benefit and other related cost paid during the reported period, large part of them connected to the acquisitions finalized in current and previous year (EUR 2,957 thousand for the first six months of 2021) and EUR 637 thousand accrued for the collective dismissal procedure of the filed/pos branch of Moneynet S.p.A.

d) Other Operating income/expenses, net: a positive adjustment of EUR 332 thousand related to legal and other costs (mainly related to the acquisition activity of subsidiaries and business units finalized in current and previous years), a negative effect of EUR 274 thousand for price adjustments related to acquisitions completed in previous years, a negative adjustment of EUR 221 thousand related to the indirect taxes reimbursed from the Italian Authority (Agenzia delle Entrate) and a negative adjustment of EUR 802 thousand for the gain registered in connection to the Ho.Re.Ca business unit sold to Nespresso S.p.A.

e) Income taxes: EUR 256 thousand reflects the positive tax effect of the above-mentioned adjustments (positive

impact for EUR 74 thousand for the first six months of 2021).

In the first six months of 2021 there was also an adjustment for Moneynet start-up costs for a total amount of EUR 241 thousand as cost of services, EUR 285 thousand as personnel costs and EUR 269 thousand as operative expenses.

In the first half of 2022 total revenues increased for an aggregate amount of EUR 28,894 thousand (+17.3%) compared to the corresponding period of previous year, the gross margin increased by 17.0%: it increased from EUR 127,004 thousand of 2021 to EUR 148,541 thousand of 2022. The total net revenues increased for an aggregate amount of EUR 21,093 thousand (+13.9%) from EUR 152,112 thousand to EUR 173,232 thousand. Volumes and average price increased by 9.0% and 7.4%, respectively, compared to the first half of the year 2021. Acquisition rate in volume in the first half-year 2022 reached 3.1% and churn rate was 2.9%.

Total consolidated operating costs including redevances, adjusted for non-recurring and exceptional in nature items and non-cash charges/income due to incentive plan, amounted to EUR 158,968 thousand (EUR 132,531 thousand in the corresponding period of previous year, +19.9%), of which EUR 5,499 thousand attributable to the parent company IVS Group S.A..

The consolidated cost for the purchase of raw materials was equal to EUR 47,440 thousand (EUR 40,083 thousand in the corresponding period of previous year) and its incidence over total revenue was 24.2% (24.0% in the corresponding period of previous year). The increase by EUR 7.357 thousand was strictly related to the increase of the vending volumes, due to the easing of Covid-19 restrictions.

The consolidated cost of services amounted to EUR 22,014 thousand (net of EUR 883 thousand of non-recurring and exceptional in nature items), with the same incidence of revenue compared to the first half of the year 2021. The increase by EUR 3,300 thousand, net of EUR 526 thousand for intra-sector eliminations related for EUR 606 thousand to the Coin business and for the remaining portion to the Vending business, of which EUR 2,584 thousand to Italy and EUR 402 thousand to Spain. Cost of transport registered an increase by EUR 606 thousand, while utilities by EUR 1,071 thousand.

The consolidated costs of personnel, including the costs of some external services for refilling vending machines, amounted to EUR 55,338 thousand (net of EUR 1,330 thousand of non-recurring and exceptional in nature items), of which EUR 29,029 thousand attributable to the main subsidiary IVS Italia S.p.A.; its incidence on revenues was 28.2%, compared to 29.5% in the corresponding period of the year 2021. Therefore, the personnel costs increased by EUR 6,068 thousand (+12.3%) with respect to the same period of 2021 (with a decrease in percentage on revenues of 1.3 p.p.). The increase in the Italian CGU (+13.1% equal to EUR 4,754 thousand) is mainly related to the greater use of benefit arising from "Cassa Integrazione" plan in 2021 compared to 2022 (EUR 5,219 thousand), The decrease in Spain is equal to EUR 314 thousand (-6.8%), while in France and in Other European Countries we registered an increase respectively of EUR 952 thousand (+22.1%) and of EUR 125 thousand (+36.4%).

The consolidated "Other operating income and expenses, net" amounted to EUR 34,357 thousand (net of a positive effect of EUR 965 thousand of non-recurring and exceptional in nature items), and these were mainly attributable to vending machines positioning fees ("redevances") paid to install the vending machines in third party areas, taking advantage of available power and water supply (amounting to EUR 22,749 thousand), and to the fuel cost of vehicles (EUR 3,525 thousand). In the corresponding period of the year 2021, the consolidated "Other operating income and expenses, net" amounted to EUR 24,260 thousand (of which EUR 14,975 thousand attributable to redevances). The increase in the first-half 2022 of EUR 10,097 thousand (41.6%) compared to the same period of 2021 was largely due to the increase in redevances (EUR 7,774 thousand): the Group, because of the legal assessment of term and conditions of the redevances agreements, is generally entitled to obtain a rebalancing of economic term of the contracts. Therefore, considering negotiations ongoing with clients (and in particular the percentages of achievement of the estimated reductions of redevances related the customers with whom an agreement has already been reached for the 2021 and first months of 2022), the charge for redevances has been equally reduced of EUR 3,676 thousand, corresponding to 13.1% of the original fees. The Group also reported, compared to the same period of the year 2021, an increase in energy costs of EUR 1,976 thousand, due to (i) fuel (+43%, equal to EUR 1,054 thousand of which 92% caused by pure price's increases) and (ii) to utilities fares (electricity +79% and gas +215%, in total equal to EUR 922 thousand, included in the item "cost of services".

Depreciation and amortization amounted to EUR 28,628 thousand (EUR 29,979 thousand in the corresponding period of previous year), of which EUR 3,462 thousand related to amortization of intangible assets and EUR 25,166 thousand related to depreciation of tangible fixed assets.

With regard to the business combinations finalized in the first half of the year 2022, the table below shows their contribution to the Group gross margin from their acquisition (from their date of acquisition and excluding the contribution of the business unit leased by the Group since previous years, mentioned above):

(thousands of Euro)	Italy		Total
Number of Vends (thousand)	243		243
Vending Revenues	168	100%	168	100%
Cost of sales	(53)	(32%)	(53)	(32%)
Gross margin	115	68%	115	68%
Personnel Cost	-	-	-	-
Total	115	68%	115	68%

The standard acquisition model adopted by the Group for the vending business (typically for small and medium size) consists in (i) signing a preliminary agreement with an estimate enterprise value of business acquired that put IVS Group in the position, (ii) managing the business unit until the final closing date, to verify both the volume of turnover and the gross margin, and (iii) to adjust the consideration based upon results of the performance measured. Such procedure ensures IVS to pay only the volumes and the margin received from the business acquired and allows IVS to extract synergies and efficiency measures on the business acquired only after the expiration of the 1-3 months verification period. In addition, (iv) at the end of an about twelve-month period from the closing date, the consideration will be subject to a second adjustment on the basis of the client churn rate registered in the business unit acquired. In case of large-size target with the acquisition of the entire share of the subsidiary the acquisition model includes assessment of EBITDA/EV multiple.

Vending business details

With regard to vending business, the table below shows the analysis for the first half year:

	Italy		France			Spain		Other European Countries		Total
	2022	2021	2022	2021	2022	2021	2022	2021	2022	2021
Sales (Euro thousand)	139,367	120,159	17,947	12,100	14,113	14,133	1,298	1,124	172,725	147,516
ASP (Euro cent)	48.46	45.55	70.20	62.24	47.20	44.95	77.82	70.60	50.10	46.64
Vends (Thousand)	287,604	263,822	25,566	19,442	29,898	31,445	1,668	1,592	344,736	316,301
Vends for w.days (Thous.)	2,323	2,136	207	157	250	264	14	14	2,794	2,571
Δ% Sales		Italy		France		Spain		Other European Countries		Total
Total		16.0%		48.3%		(0.1%)		15.5%		17.1%
LFL Basis		14.8%		48.3%		(0.2%)	15.5%			16.1%
LFL Basis per W.Days		14.5%		48.9%		(0.6%)		15.5%		15.8%
Δ% Vends		Italy		France		Spain		Other European Countries		Total
Total		9.0%		31.5%		(4.9%)		4.8%		9.0%
LFL Basis		7.9%		31.5%		(5.0%)		4.8%		8.0%
LFL Basis per W.Days		7.6%		32.0%		(5.4%)		4.8%		7.7%
Working Days		Italy		France		Spain		Other European Countries		Total
June 30th, 2022		123.8		123.5		119.5		117.8		123.4
June 30th, 2021		123.5		124.0		119.0		117.8		123.0
Variation		0.3		(0.5)		0.5		0.0		0.4

With respect to corresponding period of previous year, on like for like basis ("LFL basis") and offsetting the change on working days, we register in Italy a positive variation in sales (14.5%), and a positive variation in volumes (7.6%).

IVS Group S.A. and IVS Italia S.p.A. charge management and royalties' fees to the other companies: in particular, service cost of operation of French, Spanish, Coin and Other European Countries include, respectively, EUR 239 thousand, EUR 205 thousand, EUR 36 thousand and EUR 13 thousand for these corporate services (as of June 30th, 2021 respectively, EUR 515 thousand, EUR 596 thousand, EUR 38 thousand and EUR 13 thousand). This agreement is currently under review and resizing causing the different outcome of pandemic effect on some of its assets and services.

The performance registered by French operations on LFL basis and offsetting the change on working days shows an increase of 48.9% in vending sales (with an average price increase of 12.8%), volumes registered an increase of 32% compared to the same period of the previous year.

The performance of Spanish operations on LFL basis and offsetting the change on working days registered a decrease of 5.4% in vending sales (average sales price increased by 2.25 Euro cent, equal to 5.0%) compared to the same period of the previous year.

The performance registered in Other European Countries on LFL basis and offsetting the change on working days registered an increase of 15.5% in vending sales, but an increase of 4.8% in volumes compared to the same period of the previous year.

First Quarter Vending Business					Second Quarter
- Quarters Performances	2022		2021		Variation		2022		2021		Variation
(thousands of Euro)	Thousands	%	Thousands	%	Thousands	%	Thousands	%	Thousands	%	Thousands	%
Vends	166,535		153,197		13,338	8.7%	178,201		163,104		15,097	9.3%
Total revenues	87,403	100.0%	75,285	100.0%	12,118	16.1%	97,843	100.0%	82,695	100.0%	15,148	18.3%
Operating costs	(70,966)	(81.2%)	(62,301)	(82.8%)	(8,665)	13.9%	(78,662)	(80.4%)	(62,642)	(75.8%)	(16,020)	25.6%
Ebitda Adjusted(2)	16,437	18.8%	12,984	17.2%	3,453	26.6%	19,181	19.6%	20,053	24.2%	(872)	(4.3%)
Other non recurring income/ (expenses) and no cash charges due to incentive plan	(1,005)	(1.1%)	785	1.0%	(1,790)	(228.0%)	386	0.4%	(1,189)	(1.4%)	1,575	>100.0%
Ebitda	15,432	17.7%	13,769	18.3%	1,663	12.1%	19,567	20.0%	18,864	22.8%	703	3.7%
Depreciation and amortisation	(13,794)	(15.8%)	(14,449)	(19.2%)	655	(4.5%)	(13,862)	(14.2%)	(14,545)	(17.6%)	683	(4.7%)
Ebit	1,638	1.9%	(680)	(0.9%)	2,318	(340.9%)	5,705	5.8%	4,319	5.2%	1,386	(32.1%)

The performance of the Vending Business by quarters is detailed as follow:

(2) Adjusted to remove income and expenses non-recurring and exceptional in nature and from 2020 non-cash charges due to incentive plan.

Coin Service business

Coin Service GCU total sales at June 30th, 2022 increased to EUR 13,193 thousand from EUR 11,052 thousand (+19.4%) of June 30th, 2021.

Coin Division (thousands of Euro)	For the six-month period ended June 30th, 2022	For the six-month period ended June 30th, 2021
Total revenues	13,193	11,052
Operating costs	(11,771)	(9,533)
Ebitda Adjusted1	1,422	1,519
Income/(expenses) non-recurr. and except. in nature	879	(741)
No cash charges due to incentive plan	-	-
EBITDA	2,301	778
% Ebitda Adj /Total Revenues	10.8%	13.7%
Depreciation and amortization	(972)	(985)
Ebit	1,329	(207)
%Ebit/ Total Revenues	10.1%	(1.9%)

(1) Adjusted to remove income and expenses non-recurring and exceptional in nature.

Total CGU Adjusted EBITDA decreased from EUR 1,519 to EUR 1,422 thousand (-6.4%), although the operating results of both Coin Service and Moneynet actually improved in the first Half of 2022 compared to correspondent period of previous year. This effect is due to the fact that in first half of 2021 Moneynet negative EBITDA (around EUR -0.8 million) was neutralized, being still considered non-recurring, while since January 1st, 2022 the turnaround period was considered over and consequently, in six-month ended June 30th, 2022, the negative EBTDA (around EUR -0.5 million) is no more excluded from adjusted results.

The performance of Coin Service division can be better analyzed looking at its three main parts: Metal Coin Business, Digital Money Business (Venpay S.p.A) and Digital Payments Business (Moneynet S.p.A.).

Coin Division (thousands of Euro)	June 30th, 2022	June 30th, 2021	June 30th, 2022	June 30th, 2021	June 30th, 2022	June 30th, 2021	June 30th, 2022	June 30th, 2021
	Metal Coin Business		Digital Money Business		Digital Payment Business		Intercompany Elimination
	Coin Service			Venpay		Moneynet
Total revenues	8,631	7,052	1,108	1,557	3,454	2,431	-	12
Operating costs	(6,429)	(5,560)	(1,372)	(1,543)	(3,972)	(2,431)	2	1
Ebitda Adjusted(*)	2,202	1,492	(264)	14	(518)	-	2	13
% Ebitda Adj /Total Revenues	25.5%	21.2%	(23.8%)	0.9%	(15.0%)	-	-	-
Income/(expenses) non-recurr. and except. in nature	8	47	-	5	871	(793)	-	-
No cash charges due to incentive plan	-	-	-	-	-	-	-	-
EBITDA	2,210	1,539	(264)	19	353	(793)	2	13
Depreciation and amortization	(748)	(800)	(148)	(125)	(75)	(60)	(1)	-
Ebit	1,462	739	(412)	(106)	278	(853)	1	13
%Ebit/ Total Revenues	16.9%	10.5%	(37.2%)	(6.8%)	8.0%	(35.1%)	-	-

The performance of the Coin Service Business by quarters is detailed as follow:

	First Quarter			Second Quarter
(thousands of Euro)	2022	2021	2022	2021
Total revenues	6,107	4,965	7,086	6,087
Operating costs	(5,498)	(4,396)	(6,273)	(5,137)
Ebitda Adjusted1	609	569	813	950
Income/(expenses) non-recurr. and except. in nature	5	(300)	874	(441)
No cash charges due to incentive plan	-	-	-	-
EBITDA	614	269	1,687	509
% Ebitda Adj /Total Revenues	10.0%	11.5%	11.5%	15.6%
Depreciation and amortization	(482)	(493)	(490)	(492)
Ebit	132	(224)	1,197	17
%Ebit/ Total Revenues	2.2%	(4.5%)	7.9%	0.3%

The increase comes from both Metal Coins (Coin Service) business and from Digital Paymenty Services (Moneynet), whilst the Digital Money Business (Venpay / BITX business) sales decreases (as detailed below).

Metal Coin Business results improved significantly during second quarter of 2022, and first half of 2022 total revenues are up compared to first half of 2021 (+22.4%, and equal to EUR 8,631 thousand from EUR 7,052); even better the increase of Adjusted EBITDA (+48%, equal to EUR 2,202 thousand of first half of 2022 from EUR 1,492 of first half of 2021).

With regards to the Digital Money Business (Venpay), the decrease is due to the fact this business has been rented to N-and Group Ltd pending the receipt of the approval from the UK regulator which is required to complete the acquisition of N-and Group Ltd. Upon the completion of the combination these operations will be reconsolidated on a line-by-line basis in the IVS Group consolidated financial statements. From a commercial point of view, CoffeecApp is continuing its remarkable growth, being at present close to 1 million registered users and 0.2 million active users.

Finally, with regards to Moneynet operations, they showed a substantial increase in revenue (+47.1%) and a decrease in operating costs, that improved Adjusted EBITDA, although, as said above, it is still negative (Moneynet operating loss was reduced by around 36%). The business should be close to break-even by year end, also considering the restructuring that is taking place.

ALTERNATIVE PERFORMANCE MEASURES

The following reconciliations and definitions include measures which IVS Group uses to supplement its Unaudited Interim Condensed Consolidated Financial Statements being prepared in accordance with "IFRS". Certain of these financial measures are, or may be, considered Alternative Performance Measures ("APMs") as defined by ESMA Guidelines on APMs. While IVS Group's management believes that the APMs herein are useful in evaluating IVS Group's operating results, this information should be considered as supplemental in nature and not as a substitute for the related financial information prepared in accordance with IFRS. Therefore, these measures should not be viewed alone but together with the Unaudited Interim Condensed Consolidated Financial Statements prepared in accordance with IFRS as of and for the half-year ended June 30th, 2022.

For a correct understanding of these APMs, note the following:

• (i) the APMs are based exclusively on the IVS Group historical data and are not indicative of the future performance;
• (ii) the APMs are not derived from the IFRS and, as they are derived from the Consolidated Financial Statements prepared in conformity with these principles, they are not subject to audit;
• (iii) the APMs are not derived from IFRS and therefore the definitions used in connections with might not be standardized and comparable with those adopted by other companies/groups;
• (iv) the APMs and definitions used herein are consistent and standardized for all the periods for which financial information is included.

The APMs reported below have been identified and used in these Consolidated Financial Statements because the Group believes that:

• • EBITDA and EBIT, respectively, are a useful indicator of our ability to incur and service our indebtedness and can assist certain shareholders, certain investors, security analysts and other interested parties in evaluating us;
• • EBITDA Adjusted and EBIT Adjusted are a relevant measure for assessing our performance because they are adjusted for certain items which, we believe, are not indicative of our underlying operating performance and thus aid in an understanding of EBITDA or EBIT;
• • Net profit/(loss) for the period Adjusted: is a relevant measure for assessing our performance because it is adjusted for certain items which, we believe, are not indicative of our underlying operating performance and thus aid in an understanding of Net profit/(loss) for the period;
• • Gross Margin: is a relevant measure for assessing the first margin of our vending business, gross of redevance costs;
• Total financial indebtedness: is calculated in accordance with the communication ESMA32-382-1138 on "Guidelines On disclosure requirements under the Prospectus Regulation" dated March 4, 2021, and it's a relevant measure for assessing for the level of our debit;
• • Net financial position: is calculated as sum of Total financial indebtedness and Non-current financial assets, and it's a relevant measure for assessing for the overall level of our debit;
• • Net Fixed Assets: is calculated as the net of Intangible assets, Goodwill, Property, plant and equipment, Equity Investments, Deferred tax assets, Other non-current assets, Employee benefits, Provisions for risks and charges and Deferred tax liabilities, and it's a relevant measure for assessing for the overall level of our capital solidity;
• • Net Working Capital: is calculated as the net of Inventories, Trade receivables, Tax assets, Other current assets, Trade payable, Tax liabilities, Other current liabilities and Other non-current liabilities, and it's a relevant measure for assessing for the overall level of our capital solidity;
• • Net Invested Capital: is calculated as the sum of Fixed Assets, Net and Net Working Capital, it's a relevant measure for assessing for the overall level of our capital solidity.
• • Total Net Revenues: is a useful indicator typically used in the vending sector to show the revenues net of redevance costs.

The APMs as of and for the half-year ended June 30th, 2022 and 2021 and their reconciliation with the Unaudited Interim Condensed Consolidated Financial Statements are:

APMs (thousands of Euro)	Notes	For the six-month period ended June 30th, 2022	For the six-month period ended June 30th, 2021
EBITDA	A	37,300	33,411
EBIT	A	8,672	3,432
EBITDA Adjusted	B	37,040	34,556
EBIT Adjusted	B	8,412	4,577
Net profit/(loss) for the period Adjusted	B	3,124	4,773
Gross Margin	C	150,049	127,111
Total Net Revenues	F	172,232	152,112

APMs (thousands of Euro)	Notes	As of June 30th, 2022	As of December 31st, 2021
Net financial indebtedness	D	(137,525)	(303,053)
Net financial position	D	(135,852)	(301,441)
Fixed Asset, net	E	652,663	660,574
Net Working Capital	E	(20,464)	(39,235)
Net Invested Capital	E	632,199	621,339

A) EBITDA and EBIT

These APMs are defined as follows:

• EBIT: net operating income, calculated as the sum of the values pertaining to net profit, income taxes and net financial expenses, net of net income from equity investments.
• EBITDA: to the gross operating margin, calculated as the sum of the values pertaining to EBIT and amortization, depreciation and impairment.

B) EBITDA Adjusted, EBIT Adjusted and Net Profit/(Loss) for the period Adjusted

EBITDA, EBIT and Net profit /(Loss) for the period in the adjusted configuration were determined by excluding certain items considered by our management to be non-recurring and exceptional in nature.

Their reconciliation with the Unaudited Interim Condensed Consolidated Financial Statements is provided within the Adjusted Income Statements.

C) Gross Margin

This APM is defined as follow:

APMs (thousands of Euro)	For the six-month period ended June 30th, 2022	For the six-month period ended June 30th, 2021
Revenue from sales and services	182,944	156,101
Other revenues and income	14,545	11,093
Cost of raw materials, supplies and consumables	(47,440)	(40,083)
Gross Margin	150,049	127,111

D) Net Financial Indebtedness and Net Financial Position

These APMs are calculated as follow:

APMs (thousands of Euro)		June 30th, 2022	December 31st, 2021
Cash		298,264	120,288
Cash equivalents		43,843	42,382
Other current financial assets		4,082	6,336
	Liquidity	346,189	169,006
Current financial debt		(58,572)	(41,744)
Current portion of financial debt		(20,089)	(15,096)
	Current financial indebtedness	(78,661)	(56,840)
	Net current financial indebtedness	267,528	112,166
Non-current financial debt		(106,119)	(115,847)
Debt instruments		(298,113)	(297,855)
Non-current trade and other payables		(821)	(1,517)
	Non-current financial indebtedness	(405,053)	(415,219)
	Total financial indebtedness (*)	(137,525)	(303,053)
Non-current Financial Assets (Investments - fixed income)		544	544
Non-current Financial Assets (Other)		696	595
Other non-current assets (financing)		433	473
	Net financial position	(135,852)	(301,441)

(*) Pursuant to ESMA32-382-1138 on "Guidelines On disclosure requirements under the Prospectus Regulation" dated March 4th, 2021

The significant change in the Net financial position, that improve from EUR -301,441 thousand at December 31st, 2021 to EUR -135,852 thousand at June 30th, 2022, it's due to the net proceeds from the capital increase completed during the month of June (EUR 185.4 millions) which were used on 1st, July 2022 to fund – together with a portion of available cash - the acquisitions of Liomatic and GeSA group (EUR 192 million) and on 15th, July of Vendomat S.p.A. (EUR 12.5 million).

In the first half of 2022 our VAT credit increased of EUR 567 thousand leading to a consolidated VAT credit of EUR 5,721 thousand as of June 30th, 2022 (EUR 5,154 thousand at December 31st, 2021) of which EUR 5,518 thousand related to Italian VAT credit. The variation is mainly due to the VAT refund received by IVS Group S.A. (EUR 4,318 thousand) mentioned below and the increase of VAT credit during the first half of 2022.

On June 24th, 2022 the IVS Group S.A. assigned without recourse to the company Bper Factor Italia S.p.A. VAT credit for EUR 4,318 thousand already collected as of June 30th 2022 and included in the amount describe above.

E) Fixed Asset, net and Net Working Capital and Net Invested Capital

These APMs are calculated as follow:

(thousands of Euro)	June 30th, 2022	December 31st, 2021
Fixed Assets, Net (1)	652,663	660,574
Intangible assets	39,958	43,271
Goodwill	402,742	403,099
Property, plant and equipment	206,757	216,770
Equity Investments	5,037	3,127
Deferred tax assets	33,185	30,560
Employee benefits	156	160
Provisions for risks and charges - non-current	(9,875)	(12,303)
Provisions for risks and charges – current	(1,943)	(1,358)
Deferred tax liabilities	(48)	(48)
Net Working Capital (2)	(20,464)	(39,235)
Inventories	41,637	38,371
Trade receivables	26,348	26,257
Tax assets	3,635	5,068
Other current assets	30,127	15,805
Trade payables	(90,392)	(93,831)
Tax liabilities	(38)	(48)
Other current liabilities	(31,781)	(30,857)
Other non-current liabilities	-	-
Net invested Capital (1+2)	632,199	621,339

F) Total Net Revenues

This APM is calculated as follow:

(thousands of Euro)	For the six-month period ended June 30th, 2022	For the six-month period ended June 30th, 2021
Total Revenues	197,489	167,194
Income/(expenses) non-recurr. and except. in nature	(1,508)	(107)
Redevances	(22,749)	(14,975)
Total Net Revenues	172,232	152,112

In addition to these APMs, growth rates for revenues of our vending business may be presented and discussed on a "LFL basis" or a "LFL and comparable Working Days basis". The LFL growth rate measures growth excluding the effects of disposal and acquisition of new businesses finalized during the last twelve months and including for the same number of months the disposal and acquisition finalized during the corresponding period of previous year. The LFL and comparable Working Days rate measures growth excluding from the LFL basis the effect of the change in working days.

The following tables provide reconciliations of reported growth rates of certain key figures to their respective "LFL basis" and "LFL and comparable Working Days basis" growth rate:

Vending Revenues growth rate (first half 2021 compared to first half 2021)
----------------------------------------------------------------------------	--

	As reported	Effect of Acquisitions / Disposal	LFL Basis	Effect of change in working days	LFL and comparable Working Days basis
Italy	16.0%	1.2%	14.8%	0.3%	14.5%
France	48.3%	0.0%	48.3%	(0.6%)	48.9%
Spain	(0.1%)	0.1%	(0.2%)	0.4%	(0.6%)
Other European Countries	15.5%	0.0%	15.5%	0.0%	15.5%
Total	17.1%	1.0%	16.1%	0.3%	15.8%

Financials cost, net

The financial income and expenses in the first half of year 2022 amount to EUR 6,974 thousand (EUR 7,538 thousand in the corresponding period of previous year). The decrease of financial expenses is mainly due to optimization of the group's debt following the refinancing occurred at the end of 2021 and last year's negative effect of the voluntary cancellation of the Facility B (of EUR 60 million) regarding the facility agreement of EUR 150 million entered into on December 21st, 2018 for an amount of EUR 217 thousand.

Investments

During the first half of the year 2022, the principal investments carried out by Group companies regarded the purchase of assets to be used in the exercise of their commercial activities: vending machines, payment systems, motor vehicles, and trucks; these investments were made to upgrade and renew the existing machinery and equipment, in order to meet customers' changing requirements, improve customer service and, accordingly, strengthen and develop the Group's position in its relevant market. During first half of 2021, due to COVID-19 pandemic, the Group optimized its investments not strictly necessary.

	New		Total Capex	New		Total Capex
(thousands of Euro)	1Q2022	2Q2022	For the six month period ended June 30th, 2022	1Q2021	2Q2021	For the six month period ended June 30th, 2021
Operative Capex:
Vending machines and payment systems	6,167	5,793	11,960	3,556	3,304	6,860
of which refurbished	1,965	2,195	4,160	1,798	2,002	3,800
Vehicles	1,165	756	1,921	312	314	626
Other Assets	817	1,565	2,382	837	1,106	1,943
Total Operative Capex	8,149	8,114	16,263	4,705	4,724	9,429
Extraordinary Capex
Metro Paris	-	-	-	-	-	-
New building	-	-	-	-	-	-
Anti-seismic adaptation	-	-	-	-	-	-
Acquisitions (Assets, GW, PPA)	395	46	441	-	3,548	3,548
Total Extraordinary Capex	395	46	441	-	3,548	3,548
Total Capex	8,544	8,160	16,704	4,705	8,273	12,978

The Group is focused on capex optimization to adequate the purchase to the normal vending machine and vehicle life cycle. Refurbishment plants are giving a big opportunity to achieve this target, especially in acquired branch consolidation and exploitation process.

Operative capex in the first half of 2022 is higher in comparison to the corresponding period of 2021 (increase of EUR 6,834 thousand).

The Italian subsidiaries enjoyed in the first half of 2022 of a tax benefit of EUR 1,629 thousand (EUR 1,436 thousand in the first half of 2021), due to capex eligible for Italian Industry 4.0. tax benefit (progressive total eligible investments amount to EUR 53,742 thousand).

Due to these investments the consolidated average benefit for the next 5 years will be more than EUR 2.6 million per year.

The data above reported do not include the extraordinary capex arising from M&A (EUR 441 thousand). Impact of IFRS 16, adopted by the Group since January 2019 as of June 30th, 2022 is equal to EUR 38,669 thousand, of which EUR 798 thousand related to increases of the current period.

In the first half of 2022, IVS Group paid EUR 13,256 thousand for acquiring new business units (of which EUR 12,086 thousand for current year acquisition, mainly related to the business combination with Liomatic and Ge.S.A. Group). Furthermore, in the first half of 2022, IVS Group paid EUR 3,626 thousand for equipment acquired.

Principal equity, financial and earnings ratios

The IVS Group closed the first half of the year 2022 with a net profit attributable to owners of the parent company of EUR 2,654 thousand and with a consolidated shareholders' equity attributable to the owner of the parent company of EUR 482,957 thousand, (+57,3% compared to December 31st, 2021). In addition, as of June 30th, 2022, the Group showed a net financial position of EUR -135,852 thousand (-54.9% compared to December 31st, 2021).

(thousands of Euro)	June 30th, 2022	December 31st, 2021 Restated
Fixed Assets, Net	652,663	660,573
Net Working Capital	(20,464)	(39,234)
Net Invested Capital	632,199	621,339
Net financial position	(135,852)	(301,441)
Total Shareholders' equity	496,347	319,898

RELATED PARTY TRANSACTIONS

The transactions with related parties shown in the Consolidated Financial Statements regarded the associated companies and other related parties as defined by IAS 24. The operations with related parties were carried out for the purposes of consolidating existing synergies within the Group in terms of production, commercial and logistics integration, of the efficient use of expertise and skills and streamlining of centralized structures and of financial resources. All transactions with related parties, both those related to the exchange of goods and services and those of a financial nature, took place at normal market conditions. No atypical or unusual transactions not described in this report and/or in the explanatory notes took place during the year.

Transactions with subsidiaries and associates

Transactions with subsidiaries and with associates are of a trading nature (exchange of goods and/or services, such as management fees, fees and consideration for services, rental/leasing charges) and a financial nature. During the year 2019, IVS Group S.A. has signed with several subsidiaries an intercompany loan following the new credit facility of EUR 150 million.

In November 2019, IVS Group S.A. granted a loan to IVS Italia S.p.A. of EUR 267,000 thousand indexed to fix rate of 3.2% to be used by IVS Italia S.p.A. to refinance its former intercompany indebtedness.

Transactions with other related parties

Transactions with other related parties are mainly of a commercial nature and mostly consist of exchange of goods and/or services, such as fees and consideration for services, rental/leasing charges, etc.

During the first half of 2022, we received, mainly from a related party, Covid-19-related rent concessions in Italy generally correlating with the temporary business closure period. According to the Amendments to IFRS 16 Leases for concessions related to Covid-19, we have accounted such Covid-19-related rent concessions as a positive variable consideration in the line-item cost of services for EUR 17 thousand.

Own shares and shares/quotas in parent companies IVS Group S.A. holds (as of June 30th, 2022) 1,998,443 treasury shares, mainly deriving from the redemption of certain shareholders in connection with the merger of 2012 (those shares were redeemed at the price determined in accordance with the statutory provisions of Italy1 Investment S.A. - of EUR 9.9157 each) and from buyback program started on August 2013 (128,022 shares acquired for a consideration of EUR 954 thousand in previous years).

Further information

No loans were granted or guarantees given to the members of the Board of Directors or of other organs of the Group during the financial year, nor are any shown to be in existence at the end thereof.

PRINCIPAL RISKS AND UNCERTAINTIES

Risk management (which involves management of internal and external, social, industrial, political and financial risks) is an integrated part of the Group's growth strategy and it is essential to the on-going development of its corporate governance system. Its aim is to protect both stakeholders (employees, customers, suppliers and shareholders) and the Group's assets by improving codes of conduct.

General and business Risks

The Group constantly monitors its financial risks in order to assess in advance the potential effects thereof and undertake the necessary actions to mitigate or offset them.

Our business, financial condition and results of operations may be adversely affected by the current unfavorable economic conditions in our primary markets of Italy, France, Spain, Switzerland and Poland. Demand for products sold through the vending machine, in particular snacks and meals on the go and office coffee breaks, is correlated with the consumer confidence. During the past years, the European economies where the Group operates underwent periods of deep economic recession which lowered consumer confidence lasting for certain countries, including Italy. Recessionary conditions and uncertainty in the macroeconomic environment and, in particular, on the consumer confidence, adversely impacted in the past, and may adversely impact in the future, our customers' decision to contract for a vending machine on their premises as well as consumers discretionary consumption patterns.

Approximately three quarters of our vending machines are located in companies and the majority of our vends occurs during the working week, and there is therefore a close correlation between the total number of items sold through the vending machines of the Group and the gross domestic product (GDP) of our primary markets, due primarily to reductions of workforces during recessionary periods and decreased purchase power among consumers. As we experienced in the past, the uncertain economic prospects may lead consumers to make fewer snack and in-between meal purchases from our vending machines.

A deterioration of the condition of the Italian, French, Spanish and Swiss economies, including as expressed by the indicators described above, could have a material adverse effect on our business, financial condition and results of operations.

The food and beverage industry is highly regulated and our business could be materially adversely affected by changes in governmental regulation and legislation or by associated compliance costs. Moreover, failure to comply with governmental regulations could result in the imposition of fines or restrictions on operations and remedial liabilities.

The food and beverage industry is highly regulated by local, national and European legislation related to nutritional information, food safety and hygiene, public tenders for placement of vending machines on public premises and increasingly, broader public health and diet concerns. National legislation mandates, among other things, the temperatures we must store certain products. We may also be affected in the future by requirements regarding energy consumption of our vending machines and the use of recyclable or biodegradable containers in connection with our Office Coffee Service machines. Moreover, to the extent any design or technical flaws result from our refurbishment of vending machines, we may be liable for any damages caused thereby. In addition, diet concerns motivate certain regulations that affect the products we can offer for sale in our vending machines. France, for example, only allows vending machines in schools to stock products such as edible seeds, unsalted nuts and fruit and vegetables and the only permissible beverages are water, pure fruit juices, yoghurt and milk drinks, low-calorie hot chocolate, tea and coffee. Such restrictions could require us to stock less profitable products in our vending machines and/ or products that are less appealing to consumers and generate less revenue. If such regulations were to spread to Italy or Spain, then it may have a material adverse effect on our business, financial condition and results of operations.

Recent consumption trends for healthier and environmentally friendly products and the demand for reduction of single-use plastics (in particular cups and stirrers) may influence the consumers' demand for goods sold through our vending machines which could negatively affect the sales and margins of our Vending Business.

Consumption trends of food and beverages are influenced by an increasing sensibility of consumers and regulators regarding healthier food (food and beverages with low calories and lower sugar/salt content) and environmental care (reduction of waste packaging and single-use plastics, recycling). These trends can influence consumption levels, product costs and indirect costs (packaging and distribution) of the food and beverage industry. Although IVS Group is not a food and beverage producer, its sales and margins could be affected by these trends, as its customers could move to products different to those currently sold through its vending machines, like different product categories and/or products with no plastic packaging. The final outcome of these recent trends cannot be accurately predicted, as changes could also generate new opportunities (sales of higher added value products, new revenues from entering in specialized logistic services for waste and packaging materials recycling, etc.). Therefore, the logistic and commercial organization of IVS Group faces new challenges and could be unable to fully exploit new opportunities arising from new health and environmental sensitivity or could suffer a reduction of its margins on those market segments and clients particular sensitive to these trends. IVS Group, through relevant vending operators' associations in all major country in which IVS Group operates, is managing the matter, proposing an optimal solution to minimize the plastic impact, preserving the business profitability, customers satisfaction and service levels.

We operate in highly competitive industries, and if we do not compete effectively, we may lose market share or be unable to maintain or increase prices for our services.

We face constraints on our ability to increase prices in response to competitive pressures or otherwise. Additionally, increasing operating costs, including redevance cost arrangements with certain customers, may offset improvements on margins that rising prices might otherwise produce.

Our Coin Service Business involves the movement of large sums of money, and, as a result, our business is particularly dependent on our ability to process and settle transactions securely, accurately, and efficiently.

Our Coin Service Business, which represented approximately 6.2% of our revenues for the first half year 2022, requires the effective transfer of large sums of money between many different locations. In the year ended December 31st, 2021, we performed coin management, including collection, packaging and delivery for approximately EUR 2,000 million equivalent in coins from both our vending machines and for a variety of third-party customers, including banks, large retailers, parking and vending operators, train and highway stations ticket offices and public authorities. Because we are responsible for large sums of money that are substantially greater than the revenue generated, the success of our business particularly depends upon the efficient, secure, and error-free handling of the money. We rely on the ability of our employees and our operating systems and network to process these transactions in a secure, efficient, uninterrupted and errorfree manner. Transportation of large sums of money also exposes us to the risk of loss or theft. In the event of a breakdown, catastrophic event, security breach, improper operation or any other event impacting our systems or network or our vendors' systems or processes, or improper actions taken by employees, or third parties, we could suffer financial loss, loss of consumers or the sums entrusted to us, damage to our reputation.

Our operations could be adversely affected if we are unable to retain key employees.

We depend on certain key personnel for our success. Our performance and our ability to implement our strategies depend on the efforts and abilities of our executive officers and key employees. In order to strength the loyalty of our strategic employees, on May 26th, 2022, the extraordinary shareholders' meeting of IVS Group S.A. approved a share-based incentive plan for the period 2022-2024 (the "Incentive Plan") providing for the assignment of a number of option rights in favor of the executive directors and key managers of the Group. However, we can give no assurance that our Incentive Plan will successfully support our ability to retain our key executives and employees and our operations could be adversely affected if a number of these officers or key employees do not remain with us. In the event that such key personnel choose not to remain with us, there is a risk that they may join a competing business. Moreover, while employment contracts for key personnel contain non-compete arrangements, there is no assurance that these arrangements will be enforceable. Furthermore, there may be a limited number of persons with the requisite skills to serve in these positions and we may be unable to replace key employees with qualified personnel on acceptable terms. Our ability to recruit, motivate and retain personnel is important to our success and there can be no assurance that we will be able to do so given the market in which we operate.

We may face labor disruptions that could interfere with our operations and have a material adverse effect on our business, financial condition and results of operations.

We currently employ 2,176 employees in Italy (of which 234 in Coin Division) and 526 employees in France, Spain, Switzerland and Poland. In the past, we have been involved in certain labor disputes related to collective dismissals and wage disputes.

Although management believes that its relationship with employees is generally good, there can be no assurance that there will not be labor disputes and/or adverse employee relations in the future. Disruptions of business operations due to strikes or similar measures by our employees or the employees or any of our significant suppliers could have a material adverse effect on our business, financial condition and results of operations.

We have historically and intend to continue to selectively acquire competitors in our industry from time to time as part of our business strategies; however, we may not realize all of the benefits of past or future acquisitions, we may not successfully consummate acquisitions or integrate acquired businesses and acquisitions may carry unexpected liabilities.

As we experienced in the past in connection with certain major acquisitions in relation to our primary business (Vending Business) and, starting from 2011, in connection with our Coin Service Business, growth can place significant strain on our management resources and financial and accounting control systems. In addition, our ability to engage in strategic acquisitions may depend on our ability to raise substantial capital and we may not be able to raise the funds necessary to implement our acquisition strategy on terms satisfactory to us, if at all. Although we analyze and conduct due diligence on acquisition targets, our assessments are subject to a number of assumptions concerning profitability, growth, interest rates and company valuations and our inquiries may fail to uncover relevant information.

However, there can be no assurance that our assessments

or due diligence of and assumptions regarding acquisition targets will prove to be correct, and actual developments may differ significantly from our expectations. Unprofitable investments or an inability to integrate or manage new investments could adversely affect our results of operations. In addition, potential synergies that our management identifies in connection with recently made and future acquisitions may not be attained due to a variety of factors such as technological incompatibility, logistical difficulties or regional variations in consumer preferences and such problems could have a material adverse effect on our business, financial condition and results of operations.

Our business requires capital expenditures which may divert significant cash flow from other investments or uses, including debt servicing.

We currently manage approximately 225,800 vending machines in our Vending Business, including automatic vending machines and semi-automatic vending machines. As part of our business model, we acquire new vending machines for new customer sites, we refurbish vending machines and we replace those that reach obsolescence, both from our existing installed vending machine base and those of the companies we may acquire. In the years ended 31 December 2017, 2018, 2019, 2020 and 2021 our total capital expenditures for vending machines and related equipment were EUR 38.1 million, EUR 40.1 million, EUR 38.7 million, EUR 15.7 million and EUR 15.1 million respectively. Though we have established our own in-house maintenance and repair capabilities, we can provide no assurance that our capital expenditure will not increase, and such increases may divert significant cash flows from other investments or uses, including debt servicing, which could have a material adverse effect on our business, financial condition and results of operations.

Our financial condition and results of operations for fiscal year 2021 are expected to be adversely affected by the coronavirus outbreak.

In December 2019, a novel strain of coronavirus, known as COVID-19, was first reported and was subsequently declared a pandemic by the World Health Organization in March 2020. To date, this outbreak has surfaced in nearly all regions around the world, and as the pandemic continues to spread, local governments have implemented significant actions to attempt to mitigate this public health crisis. Our operations have been and will continue to be disrupted to varying degrees in many markets. While we cannot predict the duration and severity of the COVID-19 pandemic, travel restrictions, ban on public events, increase/decrease in smart working, the closures of schools and public spaces such as movie theatres, reduced customer traffic have been and will continue to be material to our financial results, condition and outlook.

The health emergency had a significant impact on the year 2020, 2021 and first months of 2022, considering that the Italian market represents a primary market of the Group. While restrictions imposed by the authorities are expected to be temporary, the duration of the business disruption, reduced customer traffic and related financial impact cannot be reasonably estimated at this time but are expected to materially affect our consolidated results of the first half of 2022 and the entire year 2022. The extent to which the coronavirus impacts our results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the duration and effectiveness of vaccination process.

In connection with the COVID-19 outbreak, IVS Group has already identified and implemented precautionary measures to address this risk, including the increase of its available cash, the assessment of the adequacy of its credit line, the monitoring Government's measures aimed to reduce the economic impact of this outbreak, like the suspension of payments of taxes, and the introduction of cost saving initiatives on operations.

In addition to the COVID-19 pandemic, our operating results have been in the past and will continue to be subject to a number of other factors, many of which are largely outside our control. Any one or more of the factors listed below or described elsewhere in this risk factors section could have a material adverse impact on our business, financial condition and/or results of operations:

• inflationary pressures;
• disruptions to our supply chain;
• changes in governmental rules and approaches to taxation;
• fluctuations in foreign currency exchange rates;
• adverse outcomes of litigation;
• severe weather or other natural or man-made disasters affecting a large market or several closely located markets that may temporarily but significantly affect our business in such markets;
• changes in climate, including changes to the frequency of severe weather events, that impact the price and availability or cost of goods and services, energy and other materials throughout our supply chain; and
• political instability, acts of public violence, boycotts, hostilities and social unrest and other health pandemics that lead to avoidance of public places or restrictions on public gatherings and transportation.

Additionally, as a result of the current geopolitical tensions and the Russian invasion of Ukraine, the governments of the European Union, the United States, the Japan and other jurisdictions have recently announced the imposition of sanctions on certain industry sectors and parties in Russia and the regions of Donetsk and Luhansk, as well as enhanced export controls on certain products and industries. Despite the fact that IVS Group has no commercial interests in Russia, Ukraine and the areas of conflict, these and any additional sanctions and export controls, as well as any counterresponses by the governments of Russia or other jurisdictions, could adversely affect, directly or indirectly, our supply chain, with negative implications on availability and prices of raw materials, and our customers, as well as the global financial markets and financial services industry.

Financial Risks

In conducting its business, the IVS Group is exposed to various financial risks, including, in particular, the interest rate fluctuations, the credit risk and the liquidity risk. Financial risk management is the responsibility of the Parent Treasury Department, which, together with the Group's CFO, evaluates all the company's main financial transactions and the related risk management policies. The Group did not make any investments in non-current financial assets or in current financial assets (shares, bonds or other securities of unapproved counterparties) such as to require particular prudence on how to measure the impact the economic recession and collapse of the financial markets in having thereon.

Credit risk

We are exposed to credit risk related to our customers who may cause us to make larger allowances for doubtful trade receivables or incur write-offs related to impaired receivables.

Trade receivables are mainly generated from sales hot beverage single-use drink pods (mostly coffee), cups and stirrers which we provide to our Office Coffee Services customers and typically invoice our customers at the time of each delivery. Although we review the credit risk related to our customers regularly, such risks may be exacerbated by events or circumstances that are inherently difficult to anticipate or control. While many customers pay their receivables within 30 to 60 days, we experienced a decrease of 7% of trade receivables that are overdue by 91 days from 2020 to 2021, following a decrease of 3% from 2019 to 2020. Our allowance for impairment was EUR 1,563 thousand as of June 30th, 2022, representing approximately 5.6% of our gross trade receivables. The amount of our provision for bad debts is based on our assessment of historical collection trends, business and economic conditions and other collection indicators.

If the macroeconomic conditions in Italy, France, Spain and Switzerland deteriorate, we cannot assure that we will not have to increase our provisions for impaired debts relating to debts owed to us, which could have a material adverse effect on our business, financial condition and results of operations.

Liquidity risk

This is the risk that the Group will not be able to generate sufficient cash flows from its operations to cover investments and third-party debt. Each company of the Group is free to negotiate credit facilities (in accordance with corporate management) and to agree diversified sources of funding (e.g., loans, finance leases, bank credit facilities, etc.) as long as the maintenance covenants of the 3.0% Senior Unsecured Notes and Credit Facilities Loan are respected.

The current bank credit facilities (unused for EUR 10 million) are sufficient to meet its requirements and the Group's aim is to have a debt level which enables it to balance average loan repayments with flexible and diversified sources of funding.

Interest rate risk

This is the risk related to future cash flows from financing operations at floating interest rates. A change in interest rates affects the fair value of floating rate financial assets and liabilities and may impact a company's future results.

At the reporting date, around 70% of the Group's financial liabilities (excluding current liabilities of Coin division to customers for coins picked-up and lodged in the company's coin counting rooms) is subject to fix rate (or hedged with derivatives instruments); the remaining percentage of financial liabilities bear interest at floating or indexed rates.

The Group is also exposed to the following non-financial risks:

Legal and Fiscal risks

IVS Group is exposed to risks arising from the failure to rapidly comply with changing laws and new regulations in the sectors and markets in which it operates. To mitigate this risk the Group stays abreast of relevant regulations, with the assistance of outside consultants, where necessary. The management periodically monitors the progress of existing and potential litigations and determines the most appropriate steps to take in managing them and ensures the appropriate assessments or impairment losses in connection with such risks and their effects on the income statement.

SUBSEQUENT EVENTS AND OUTLOOK FOR THE REMAINDER OF THE YEAR

On July 1st, in the context of the agreements of the Business Combination announced between the end of 2021 and the beginning of 2022, the Group completed the acquisition of around 94.6% of Liomatic and 100% of GeSA. The total equity price for the shareholdings acquired is equal to around Euro 192 million (with possible adjustments for the actual net debt at closing date), founded with the proceeds of the rights issue amounting to Euro 186 million closed on June 2022 and other cash available. The selling shareholders of Liomatic and GeSA reinvested over 70% of the consideration received subscribing a capital increase of IVS Partecipazioni S.p.A.. SUBSEQUENT EVENTS AND OUTLOOK FOR THE REMAINDER OF THE YEAR The IVS Group, through its subsidiary IVS Italia S.p.A. has finalized the acquisitions of these business units and share: - on July 1st, 2019 Moka System, located in Lombardia and Veneto region, with a total consideration of EUR 874 thousand;

The Group arising from the integration of IVS, Liomatic and GeSA will have stronger leadership in Italy and additional growth prospects also in other European countries, with 2021 pro forma sales of around Euro 552 million. The major size and integrated skills of the integrated Group, will allow to improve the service quality to millions of daily consumers, the logistic efficiency and products and process innovation, contributing to represent the Italian excellence in the food & beverage sector, with special regard to the espresso coffee market. The similar origins and the principles shared by the founders and management of the group companies, such as the orientation to growth in a context of economic and financial sustainability, the enhancement of human resources and the attention to local communities, are and will remain the reference values of the integrated Group. - on August 1st, 2019 Gioservice S.r.l., located in Lazio and Toscana region, with a total consideration of EUR 1,520 thousand. On July 17th, 2019 the Italian subsidiary IVS Italia S.p.A. acquired the minority interest corresponding to 6% of share capital of the subsidiary DDS S.p.A. active in western Liguria region. The consideration transferred is equal to EUR 642 thousand. Now the total Group interest in DDS S.p.A. is 100% of the share capital. On July 31st, the Italian subsidiary CSH S.r.l. has completed the acquisition of 76% of Moneynet S.p.A. specialized in e-money and payment services, previously owned by NEXI Group. The expected price (equity

On July 15th, 2022, IVS Group S.A. completed the acquisition of the 26.0% (26.7% net of treasury shares) of Vendomat S.p.A., a reseller of products to small and medium sized companies in the vending sector, mostly operating in Northern Italy, with 2021 total sales of around Euro 39.3 million. The price of the transaction is equal to Euro 12.5 million. value) for the purchase of 76% of Moneynet S.p.A. shares is equal to EUR 76 thousand. The remaining 24% of the share capital has been acquired by 8 individuals, each with 3%, directors and managers of IVS Group, that will be involved in the future development of Moneynet. On August 5th, 2019 the shareholders' meeting of IVS Italia S.p.A. approved a merger plan of four full

These shares, jointly with shares held by Liomatic and Ge.S.A. group in Vendomat S.p.A., represent approximately the 56% of Vendomat S.p.A., whose results will be therefore fully consolidated in the Group financial statements since its acquisition. controlled companies (N-Uno S.r.l., SDA S.r.l., CE.DA S.r.l. and 20.10 Vending S.r.l., acting in the commercial operations in favor of the sole IVS Italia S.p.A. subsidiary).

On August 1st, 2022 the fully owned subsidiary IVS Italia S.p.A. acquired the 100% of the share of Modena Distributori S.r.l. that operates in Campania region, with 2021 sales of around Euro 3 million. The preliminary enterprise value of this transaction (including real estate for the coverage of new areas and subject to usual verifications on working capital, net debt and other post-closing procedures) is equal to Euro 4.7 million. Stato) has ruled on the appeal filed by IVS Italia S.p.A. against the decision of the Lazio TAR. The Council of State has granted the appeal of IVS Italia S.p.A. solely as regards the calculation the penalty imposed (EUR 31,918 thousand, which has been fully allocated and already paid), stating that the IAA has applied without proper motivation the so-called entry fee (additional amount between 15% and 25% of the

Furthermore, the Spanish subsidiary D.A.V., completed the acquisition of Automatics Compans, founded in 1978 and active in Catalugna, with sales (2021) of around Euro 3.1 million. The preliminary enterprise value of the transaction (including real estate) is around Euro 3.1 million. These small acquisitions will increase and optimize the geographical coverage and logistic efficiency of the Group in the markets already served. of the leader of the cartel. The Council of State, which for the rest rejected the appeal and compensated the expenses of the trial grade, ordered the IAA to re-determine the fine imposed on IVS Italia S.p.A. IVS Italia S.p.A. is evaluating whether the conditions exist for further appeal of the decision of the Council of State, which in its opinion remain partially erroneous.

During the month of July 2022 the managers beneficiary of the Incentive Plan 2019-2021 exercised their residual n. 17,750 options for an amount of 0.01 EUR per share (in addition to n.69,500 options exercised during the first half of 2022), acquiring from IVS Group S.A. an equal number of treasury shares. The treasury shares as of the date of the board (September 8th, 2022) were equal to n. 1,980,693. IVS Group S.A. and IVS Italia S.p.A. remain fully and definitely convinced of the correctness, honesty and transparency of their behaviours. Lastly, we continue the research of targets to acquire in order to increase the customer base and service

Lastly, we are continuously in search of targets to acquire in order to increase our customer base and services in those areas and branches, which would permit an increase in volumes against a relatively lower increase in the respective costs. increase in the relative costs.

Luxembourg, September 8th, 2022 For the Board of Directors

Mr. Paolo Covre Chairman Paolo Covre Chairman

Management Certification

Half-Year Report 2022 · Interim Management Report

Management Certification

We confirm, to the best of our knowledge, that:

• 1. the Unaudited Interim Condensed Consolidated Financial Statements, prepared in conformity with the International Financial Reporting Standards adopted by the European Union, included in this Half-year Report, give a true and fair view of the equity and financial situation, the economic result and the cash flows of IVS Group S.A., and of its consolidated subsidiaries; and
• 1. the interim management report included in this Half-year Report, contains a reliable analysis of the significant events which took place during the first six months of the year 2022, of the impact thereof on the Unaudited Interim Condensed Consolidated Financial Statements, of the significant transactions with related parties, as well as a description of the principal risks and uncertainties to which the IVS Group is exposed.

Antonio Tartaro

Chief Executive Officer September 8th, 2022

Alessandro Moro

Chief Financial Officer September 8th, 2022

Report on the Review of Interim Condensed Consolidated Financial Statements

38Half-Year Report 2022 · Management Certification

Ernst & Young Soclété anonyme

35E, Avenue John F. Kennedy L-1855 Luxembourg

Tel: +352 42 124 1

www.ey.com/luxembourg

B.P. 780 L-2017 Luxembourg R.C.S. Luxembourg B 47 771 TVA LU 16063074

Report on review of unaudited Interim condensed consolidated financial statements

To the Shareholders of IVSGroup S.A 2A, rue Jean-Baptiste Esch L-1473 Luxembourg

lntroduction

We have reviewed the accompanying unaudited interim condensed consolidated financial statements of IVS Group S.A. as of 30 June 2022, which comprise the unaudited consolidated statement of financial position as at 30 June 2022 and the related unaudited consolidated income statements, the unaudited consolidated statements of comprehensive income, the unaudited consolidated statements of changes in shareholders' equity, the unaudited consolidated statements of cash flows for the six-month period then ended and explanatory notes. Management is responsible for the preparation and fair presentation of these unaudited interim condensed financial statements in accordance with lnternational Financial Reporting Standard IAS 34 Interim Financial Reporting as adopted by the European Union {"IAS 34"). Our responsibility is to express a conclusion on these unaudited interim condensed consolidated financial statements based on our review.

Scope of Review

We conducted our review in accordance with lnternational Standard on Review Engagements 2410, ·Review of Interim Financial lnformation Performed by the lndependent Auditor of the Entity". A review of interim financial information consists of making inquiries, primarily of persons responsible far financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with lnternational Standards on Auditing and consequently does not enable usto obtain assurance that we would become aware of ali significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying unaudited interim condensed consolidateci financial statements are not prepared, in all materiai respects, in accordance with IAS 34.

Ernst & Young Société anonyme

C�n agréé

Olivier Lemaire

39

Unaudited Interim Condensed Consolidated Financial Statements

Financial Statements Schedules

Financial statements schedules

UNAUDITED INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION

			As of December 31st, 2021
(in thousands of Euro)	Note	As a June 30th, 2022	Restated (*)
ASSETS
Non-current assets
Intangible assets	7	39,958	43,271
Goodwill	8	402,742	403,099
Property, plant and equipment	9	206,757	216,770
Equity Investments	5	5,037	3,127
Non-current financial assets	12	1,240	1,139
Deferred tax assets	19	33,185	30,560
Other non-current assets	12	589	633
TOTAL NON-CURRENT ASSETS	A	689,508	698,599
Current assets
Inventories		41,637	38,371
Trade receivables		26,348	26,257
Tax assets		3,635	5,068
Other current assets		30,127	15,805
Current financial assets	12	4,082	6,336
Cash and cash equivalents	10,12	342,107	162,670
TOTAL CURRENT ASSETS	B	447,936	254,507
TOTAL ASSETS	A+B	1,137,444	953,106
SHAREHOLDERS' EQUITY AND LIABILITIES
Shareholders' equity
Share capital		877	364
Share premium reserve		498,985	325,798
Other reserves		10,441	10,441
Treasury shares		(20,213)	(17,988)
Cash Flow Hedge Reserve		-	(307)
Retained earnings / (losses)		(9,787)	(16,630)
Net profit (loss) for the year		2,654	5,361
SHAREHOLDERS' EQUITY ATTRIBUTABLE TO THE OWNERS OF THE PARENT		482,957	307,039
Share capital and reserves attributable to non-controlling interests		12,916	12,365
Net profit/(loss) for the year attributable to non-controlling interests		474	494
SHAREHOLDERS' EQUITY ATTRIBUTABLE TO NON-CONTROLLING INTERESTS		13,390	12,859
TOTAL SHAREHOLDERS' EQUITY	C 14	496,347	319,898
Non-current liabilities
Due to Bond holders	11, 12	298,113	297,855
Non-current financial liabilities	11, 12	106,940	117,364
Employee benefits		9,875	12,303
Provisions for risks and charges	15	1,943	1,358
Deferred tax liabilities		23,306	22,704
TOTAL NON-CURRENT LIABILITIES	D	440,177	451,584
Current liabilities
Due to Bond holders	11, 12	5,774	1,282
Current financial liabilities	11, 12	72,810	54,924
Derivative financial instruments	11, 12	77	634
Trade payables	13	90,392	93,831
Tax liabilities		38	48
Provisions for risks and charges	15	48	48
Other current liabilities		31,781	30,857
TOTAL CURRENT LIABILITIES	E	200,920	181,624
TOTAL LIABILITIES	F=D+E	641,097	633,208
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES	C+F	1,137,444	953,106

44

(*) Some amounts reported in this column do not match those of the 2021 Financial Statements since they mirror the adjustments detailed in Note 2 of Explanatory Notes

UNAUDITED INTERIM CONSOLIDATED INCOME STATEMENT

		For the six-month period ended June 30th
(in thousands of Euro)	Note	2022	2021 Restated (*)
Revenue from sales and services		182,944	156,101
Other revenues and income		14,545	11,093
Total revenues	6	197,489	167,194
Cost of raw materials, supplies and consumables		(47,440)	(40,083)
Cost of services		(22,897)	(17,003)
Personnel costs		(56,668)	(51,964)
Other operating income / (expenses), net		(33,392)	(24,529)
Gains / (losses) from disposal of fixed assets, net		208	(204)
Depreciation and amortisation	7,9	(28,628)	(29,979)
Operating profit / (loss)		8,672	3,432
Financial expenses	17	(7,050)	(7,625)
Financial income	17	76	87
Foreign exchange differences and variations in derivatives fair value, net	17	(80)	(169)
Result of companies valued at net equity		81	124
Profit / (loss) before tax		1,699	(4,151)
Income taxes	19	1,429	7,853
Net profit/(loss) for the period		3,128	3,702
Net profit/(loss) for the period attributable to non-controlling interests		474	79
Net profit/(loss) for the year attributable to owners of the parent		2,654	3,623
Earnings per share (in unit of Euro)
Base	20	0.06	0.10
Diluted	20	0.06	0.10

(*) Some amounts reported in this column do not match those of the 2021 Unaudited Interim Financial Statements since they mirror the adjustments detailed in Note 2 of Explanatory Notes

UNAUDITED INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

	For the six-month period ended June 30th
(in thousands of Euro)	2022	2021 Restated(*)
Net profit/(loss) for the year	3,128	3,702
Items of other comprehensive income that will be reclassified in profit and loss
Net (loss)/gain on Cash Flow Hedge	404	615
Tax impact	(97)	(148)
Exchanges differences on translation of foreign operations	182	(112)
Total income (loss) in the statement of comprehensive income, net of taxes that will be reclassified in profit and loss	489	355
Items of other comprehensive income that will not be reclassified in profit and loss
Actuarial Gain/(Losses) on defined benefit plan	1,904	706
Tax impact	(383)	(150)
Total income (loss) in the statement of comprehensive income, net of taxes that will not be reclassified in profit and loss	1,521	556
Total income (loss) in the statement of comprehensive income, net of taxes	5,138	4,613
Attributable to non-controlling interests	705	132
Attributable to owners of the parent	4,433	4,481

(*) Some amounts reported in this column do not match those of the 2021 Unaudited Interim Financial Statements since they mirror the adjustments detailed in Note 2 of Explanatory Notes

UNAUDITED INTERIM CONSOLIDATED STATEMENT OF CHANGES IN CONSOLIDATED SHAREHOLDERS' EQUITY DURING THE SIX-MONTH PERIOD ENDED JUNE 30TH, 2022

(in thousands of Euro)	Share capital	Share premium reserve	Treasury shares	Cash flow hedge reserve	Other capital reserves	Retained (losses brought earnings/ forward)	(loss) for the Net income/ period	Total	Attributable controlling to non interests	Total Shareholders' equity
December 31st, 2021	364	325,798	(17,988)	(307)	10,441	(16,631)	5,361	307,038	12,859	319,897
Allocation of net income (loss)	-	-	-	-	-	5,361	(5,361)	-	-	-
Net result for the period	-	-	-	-	-	-	2,654	2,654	474	3,128
Other comprehensive income	-	-	-	307	-	1,472	-	1,779	231	2,010
Total comprehensive income/(loss)	-	-	-	307	-	1,472	2,654	4,433	705	5,138
Capital increase	513	183,693		-	-	-	-	184,206	-	184,206
Acquisition of Treasury shares	-	-	(2,928)		-	-	-	(2,928)	-	(2,928)
Treasury shares sold (Stock Option Plan 19-21)	-	(703)	703		-		-	-	-	-
Incorporation of Breskui S.r.l.								-	1	1
Stock Option Plan 22-24						7		7		7
Total other movements	513	182,990	(2,225)	-	-	7	-	181,285	1	181,286
Dividends		(9,803)						(9,803)	(174)	(9,977)
Rounding						4		4	(1)	3
June 30th, 2022	877	498,985	(20,213)	-	10,441	(9,787)	2,654	482,957	13,390	496,347

Shareholders'equity of the IVS Group S.A.

48Half-Year Report 2022 · Financial Statements Schedules

UNAUDITED INTERIM CONSOLIDATED STATEMENT OF CHANGES IN CONSOLIDATED SHAREHOLDERS' EQUITY DURING THE SIX-MONTH PERIOD ENDED JUNE 30TH, 2022 RESTATED (*)

Shareholders'equity of the IVS Group S.A.

(in thousands of Euro)	Share capital	Share premium reserve	Treasury shares	Cash flow hedge reserve	Other capital reserves	Retained (losses brought earnings/ forward)	(loss) for the Net income/ period	Total	Attributable controlling to non interests	Total Shareholders' equity
December 31st, 2020	364	326,049	(18,597)	(1,062)	10,441	(833)	(15,344)	301,018	12,243	313,261
Allocation of net income (loss)	-	-	-	-	-	(15,344)	15,344	-	-	-
Net result for the period	-	-	-	-	-	-	3,623	3,623	79	3,702
Other comprehensive income	-	-	-	467	-	391	-	858	53	911
Total comprehensive income/(loss)	-	-	-	467	-	391	3,623	4,481	132	4,613
Treasury shares sold	-	(251)	609	-	-	-	-	358	-	358
Acquisition 2% of Coin Service and Coin Service Nord	-	-	-	-	-	(15)	-	(15)	-	(15)
Stock Option Plan	-	-	-	-	-	(914)	-	(914)	-	(914)
Acquisition of IVS H24 S.r.l.	-	-	-	-	-	-	-	-	318	318
Put option over the 30% of IVS H24 S.r.l.	-	-	-	-	-	(915)	-	(915)	-	(915)
Total other movements	-	-	-	-	-	(1,844)	-	(1,844)	318	(1,526)
Dividends	-	-	-	-	-	-	-	-	-	-
Rounding	-	-	-	1	-	(1)	-	-	-	-
June 30th, 2021	364	325,798	(17,988)	(594)	10,441	(17,631)	3,623	304,013	12,693	316,706

(*) Some amounts reported in this column do not match those of the 2021 Unaudited Interim Financial Statements since they mirror the adjustments detailed in Note 2 of Explanatory Note

UNAUDITED INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS

		For the six-month period ended June 30th
(in thousands of Euro)		2022	2021 (*)
A) Cash flows from operating activities
Profit (Loss) before tax		3,128	3,702
Adjustments for:
Undistributed (profit) loss of equity-accounted investees		(1,429)	(7,853)
Amortisation, depreciation and impairment losses		(81)	(124)
(Gains)/losses on disposal of non-current assets		29,150	30,439
Changes in employee benefits and other provisions		(208)	204
Reversal of financial expense		(966)	(1,985)
Cash flows from operating activities before tax, financial income/expense and change in working capital:		36,568	31,921
Changes in working capital	18	(6,986)	17,452
Cash flows from operating activities before tax and financial income/expense:		29,582	49,373
Net financial expense paid	18	(1,971)	(2,396)
Tax paid		(105)	(1,235)
Total A)		27,506	45,742
B) Cash flows from investing activities:
Investments in non-current assets:
Intangible assets	7	(227)	(598)
Property, plant and equipment	9	(16,036)	(8,832)
Change in unpaid capital expenditure		(3,626)	(1,634)
Acquisition of subsidiaries and business units, net of cash		(13,256)	(2,032)
Total investments		(33,145)	(13,096)
Proceeds from disposal of net non-current assets		2,417	346
Changes in financial assets		2,197	2,434
Total divestitures		4,614	2,780
Total B)		(28,531)	(10,316)
C) Cash flows from financing activities:
Proceeds from non-current loan	18	42	-
Repayment of non-current loan liabilities	18	(5,277)	(12,981)
Changes in current financial liabilities	18	3,298	3,726
Changes of non-controlling interests		-	(497)
Acquisition buy-back/Sold treasury shares	14	(2,928)	-
Capital increase, net of transaction cost paid in the period		185,393	-
Dividend distribution (non-controlling interest)		(14)	-
Total C)		180,514	(9,752)
D) Exchange rate differences and other changes:		(52)	(78)
E) Change in cash and cash equivalents (A+B+C+D):		179,437	25,596
F) Opening cash and cash equivalents:		162,670	140,717
Closing cash and cash equivalents (E+F)		342,107	166,313

(*) Some amounts reported in this column do not match those of the 2021 Unaudited Interim Financial Statements since they mirror the adjustments detailed in Note 2 of Explanatory Notes

Explanatory Notes to the Financial Statements

Explanatory notes to the financial statements

1 - CORPORATE INFORMATION

IVS Group S.A. is a "societé anonyme" (public limited liability company) incorporated under the Luxembourg law on August 26th, 2010 and registered with the RCSL under the number B155.294. The Company has its registered offices at 18 Rue de l'Eau, L-1449 Luxembourg. The Company has changed its registered office on July 13th, 2018. The name of the Company was changed on May 16th, 2012, from Italy1 Investment S.A. The shares of IVS Group S.A. are listed on the Italian stock market ("STAR" segment).

The publication of the Unaudited Interim Condensed Consolidated Financial Statements as of and for the six-month period ended on June 30th, 2022 was authorised by the Board of Directors' resolution of September 8th, 2022.

IVS Group S.A. controls, directly and indirectly, a number of companies that operate in the vending market, i.e., in the sale of products through automated and semi-automated vending machines installed at unattended points of sale (businesses, schools, hospitals, railway stations, and other public places). These machines operate 24 hours a day and allow consumers to purchase products with coins, banknotes, prepaid cards, mobile app and other means of payment. The Group also controls the Coin Group, whose core business is the counting of coins for third parties, cash-in-transit services, collection and distribution of coins (coin management), digital money business and the digital payment business.

2 - BASIS OF PREPARATION AND CHANGES TO THE GROUP'S ACCOUNTING POLICIES

The Group's Unaudited Interim Condensed Consolidated Financial Statements have been drawn up under the International Financial Reporting Standards as adopted by the European Union ('IFRS').

The Unaudited Interim Condensed Consolidated Financial Statements have been drawn up in accordance with the historical cost convention, except for derivative financial instruments which are measured at fair value. The Unaudited Interim Condensed Consolidated Financial Statements are presented in Euro, which is also the Group's functional currency, and all figures are rounded off to full thousands of Euro unless otherwise specified.

The Group adopted the following criteria in the preparation of its financial statements:

• assets and liabilities are classified as current or non-current in the statement of financial position. Current assets, which include cash and cash equivalents, are those that will be realised, sold or used in the Group's ordinary operating cycle. Current liabilities are those that will be extinguished within the Group's ordinary operating cycle or in the twelve months after the reporting date;
• expenses are presented based on their nature in the income statement;
• with reference to the statement of comprehensive income, the Group chose to adopt two separate statements: an income statement presenting the traditional items forming the profit or loss for the period and the statement of comprehensive income that begins with the profit or loss for the period and details the other items of comprehensive income that were previously presented only in the statement of changes in equity, i.e., variations in the fair value of derivatives;
• the statement of cash flows is presented using the indirect method.

New standards, interpretations and amendments adopted by the Group

The accounting policies adopted in the preparation of these Unaudited Interim Condensed Consolidated Financial Statements are consistent with those followed in the preparation of the Group's annual consolidated financial statements for the year ended December 31st, 2021, except for the adoption of new standards effective as of January 1st, 2022.

Several amendments apply for the first time in 2022, but do not have an impact on the interim condensed consolidated financial statements of the Group:

Onerous Contracts – Costs of Fulfilling a Contract – Amendments to IAS 37

An onerous contract is a contract under which the unavoidable costs (i.e., the costs that the Group cannot avoid because it has the contract) of meeting the obligations under the contract exceed the economic benefits expected to be received under it. The amendments specify that when assessing whether a contract is onerous or lossmaking, an entity needs to include costs that relate directly to a contract to provide goods or services include both incremental costs (e.g., the costs of direct labour and materials) and an allocation of costs directly related to contract activities (e.g., depreciation of equipment used to fulfil the contract as well as costs of contract management and supervision). General and administrative costs do not relate directly to a contract and are excluded unless they are explicitly chargeable to the counterparty under the contract. The Group applied the amendments to the contracts for which it had not fulfilled all of its obligations at the beginning of the reporting period. Prior to the application of the amendments, the Group had not identified any contracts as being onerous as the unavoidable costs under the contracts, which were the costs of fulfilling them, comprised only incremental costs directly related to the contracts. As a result of the amendments, the Group confirmed that any of its contracts as being onerous.

Reference to the Conceptual Framework – Amendments to IFRS 3

The amendments replace a reference to a previous version of the IASB's Conceptual Framework with a reference to the current version issued in March 2018 without significantly changing its requirements. The amendments add an exception to the recognition principle of IFRS 3 Business Combinations to avoid the issue of potential 'day 2' gains or losses arising for liabilities and contingent liabilities that would be within the scope of IAS 37 Provisions, Contingent Liabilities and Contingent Assets or IFRIC 21 Levies, if incurred separately. The exception requires entities to apply the criteria in IAS 37 or IFRIC 21, respectively, instead of the Conceptual Framework, to determine whether a present obligation exists at the acquisition date. The amendments also add a new paragraph to IFRS 3 to clarify that contingent assets do not qualify for recognition at the acquisition date. These amendments had no impact on the interim condensed consolidated financial statements of the Group as there were no contingent assets, liabilities and contingent liabilities within the scope of these amendments arisen during the period.

Property, Plant and Equipment: Proceeds before Intended Use – Amendments to IAS 16

The amendment prohibits entities from deducting from the cost of an item of property, plant and equipment, any proceeds of the sale of items produced while bringing that asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Instead, an entity recognises the proceeds from selling such items, and the costs of producing those items, in profit or loss.

These amendments had no impact on the interim condensed consolidated financial statements of the Group as there were no sales of such items produced by property, plant and equipment made available for use on or after the beginning of the earliest period presented.

IFRS 1 First-time Adoption of International Financial Reporting Standards – Subsidiary as a firsttime adopter

The amendment permits a subsidiary that elects to apply paragraph D16(a) of IFRS 1 to measure cumulative translation differences using the amounts reported in the parent's consolidated financial statements, based on the parent's date of transition to IFRS, if no adjustments were made for consolidation procedures and for the effects of the business combination in which the parent acquired the subsidiary. This amendment is also applied to an associate or joint venture that elects to apply paragraph D16(a) of IFRS 1. These amendments had no impact on the interim condensed consolidated financial statements of the Group as it is not a first-time adopter.

IFRS 9 Financial Instruments – Fees in the '10 per cent' test for derecognition of financial liabilities

The amendment clarifies the fees that an entity includes when assessing whether the terms of a new or modified financial liability are substantially different from the terms of the original financial liability. These fees include only those paid or received between the borrower and the lender, including fees paid or received by either the borrower or lender on the other's behalf. There is no similar amendment proposed for IAS 39 Financial Instruments: Recognition and Measurement. These amendments had no impact on the interim condensed consolidated financial statements of the Group as there were no modifications of the Group's financial instruments during the period.

IAS 41 Agriculture – Taxation in fair value measurements

The amendment removes the requirement in paragraph 22 of IAS 41 that entities exclude cash flows for taxation when measuring the fair value of assets within the scope of IAS 41. These amendments had no impact on the interim condensed consolidated financial statements of the Group as it did not have assets in scope of IAS 41 as at the reporting date.

Other standards and interpretations that are issued, but not yet effective as of the preparation of these Group's financial statements, are summarize as follow:

STANDARDS / AMENDMENTS	Expected Effective Date (IASB)	Endorsed by the EU	Expected Effective Date (EU)
IFRS 17 Insurance Contracts (issued on May 18th, 2017); including Amendments to IFRS 17 (issued on June 25th, 2020)	January 1st, 2023	Yes	January 1st, 2023
Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current and Classification of Liabilities as Current or Non-current - Deferral of Effective Date (issued on January 23rd, 2020 and July 15th, 2020 respectively)	January 1st, 2023	NO	n.a.
Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting policies (issued on February 12th, 2021)	January 1st, 2023	Yes	January 1st, 2023
Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates (issued 12 February 12th, 2021)	January 1st, 2023	Yes	January 1st, 2023
Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction (issued on May 7th, 2021)	January 1st, 2023	NO	n.a.
Amendments to IFRS 17 Insurance contracts: Initial Application of IFRS 17 and IFRS 9 – Comparative Information (issued on 9 December 2021)	January 1st, 2023	NO	n.a.

The statements of the financial position as of December 31st, 2021 and June 30th, 2021 and the income statement for the six-month period ended June 30th, 2021 have been restated in order to reflect the finalization of Purchase Price Allocation provisionally accounted for in the 2021 approved consolidated financial statements. Such changes do not affect the cash flows.

The main effect of these changes can be summarized as follows:

(in thousands of Euro)	December 31st, 2021	Finalization PPA	December 31st, 2021 Restated
Consolidated statement of financial position
ASSETS
Total non-current assets	698,443	156	698,599
Total current assets	254,507	-	254,507
TOTAL ASSETS	952,950	156	953,106
SHAREHOLDERS' EQUITY AND LIABILITIES
Shareholders' equity attributable to the owners of the parent	307,039	-	307,039
Shareholders' equity attributable to non-controlling interests	12,859	-	12,859
Total non-current liabilities	451,584	-	451,584
Total current liabilities	181,468	156	181,624
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES	952,950	156	953,106
(in thousands of Euro)	June 30th, 2021	Finalization PPA	June 30th, 2021 Restated
Consolidated income statement

Total revenues	167,194	-	167,194
Operating profit / (loss)	3,432	-	3,432
Profit / (loss) before tax	(4,151)	-	(4,151)

Therefore, the figures of the comparative period that appear in the financial statements and in the tables of explanatory notes have been restated as a result of the above (excluding information reported in Note 8 for impairment test).

COVID-19 Update

The restrictions imposed by the authorities to face Covid-19 emergency since the last week of February 2020 significantly impacted the market volumes and the Company's organization and revenues for the entire 2021 and first half of 2022. The timing and intensity of the world recovery remain uncertain, even though the ongoing mass vaccination campaigns, launched since the beginning of 2021, have accelerated in many developed countries albeit at a different rate. Despite the vaccine roll-out, some countries continue to be heavily affected by the pandemic, whilst others are cautiously observing a new spike of contagions due to the Delta and Omicron variant. However, overall the situation seems to be improving in many parts of the world, also thanks to the effective interventions by governments in terms of either the imposition of new local temporary lockdowns or the improved surveillance on pandemic clusters across the different countries.

We have since established the necessary protocols to operate safely, and our businesses demonstrated momentum. We continue to monitor the COVID-19 pandemic and its effect on our business and results of operations; however, we cannot predict the duration, scope or severity of the COVID-19 pandemic or its future impact on our business, results of operations, cash flows and financial condition.

The assessment of recoverability of our other assets, mainly accounts receivable and inventory, did not indicate any significant impairment risks as of June 30th, 2022. Our account receivables are mainly composed of unpaid invoices for product sales. During the half-year ended June 30th, 2022, we did not observe a significant deterioration of our accounts receivable portfolio that required a significant increase in bad debt expense.

During the first half of 2022, we received Covid-19-related rent concessions in Italy generally correlating with the temporary business closure period. According to the Amendments to IFRS 16 Leases for concessions related to Covid-19, we have accounted such Covid-19-related rent concessions as a positive variable consideration in the line-item cost of services for EUR 17 thousand.

Due to the effects of COVID-19 on our operations and the terms and conditions of redevance agreements (vending positioning fees) entered between us and private counterparts or public administrations, we are generally entitled to obtain a rebalancing of economic terms of such transactions. Our arguments have been confirmed by article 28-bis of Italian law 77/2020, that mandates the rebalancing of the economic terms of the redevance agreements entered between public administrations and vending companies. Considering these elements we calculated the reduction of these charges as follow: for positions whose revised amount has not been formally acknowledged by the counterpart, we allocated customers to different buckets and, having estimated for each bucket the likelihood of a complete rebalancing of the economic terms of the redevance agreement, we accrued such estimated reduction, while for positions whose revised amount has been formally acknowledged by the counterpart, we accrued the acknowledged reduction. In these Unaudited Interim Condensed Consolidated Financial Statements we accrued EUR 3,676 thousand of reduction (corresponding to 13.1% of the original fees).

3 - SEASONAL FACTORS

In the vending sector, the seasons have a significant impact on the sales mix: in warmer months, the consumption of cold drinks increases, while in colder months the consumption of coffee is more important.

However, the effect on economic result in terms of margin between the first and the second half of the calendar year is significant, as the above-mentioned seasonal effects offset each other, while the third quarter suffer a significant effect of the holidays period concentration. The economics of the third quarter of the year in the vending sector are usually significantly worse than other three quarters.

On the other hand, the volume of the Coin Division business increases significantly in the summer months, and therefore the figures shown for the first six months of the year are not representative of the trend for the entire year.

4 - BUSINESS COMBINATIONS

On February 11th, 2022 through its subsidiary MAN 24 S.r.l., the Group acquired the H24 business of Shop 24 S.r.l.s and Open 24h S.r.l.s. The consideration transferred paid by IVS H24 S.r.l. for these new business units is equal to EUR 135 thousand.

On March 14th, 2022, the Group, through one of its Italian subsidiaries, acquired the vending business unit of Spina Distributori S.r.l. active in Calabria region for a provisional consideration transferred of EUR 224 thousand.

In all the above mentioned business combination the Group did not acquire any receivables and the related goodwill is not expected to be deductible for tax purposes.

The aim of the business segments acquisition is to acquire business in strategic locations that improve the vending machine density and integrating them into company's network to achieve operating and pricing synergies. The Group obtained the controls of these business segments acquiring from competitors a portion of their enterprise mainly composed of vending machines installed and active on customer's locations. The consideration transferred is paid through cash.

The goodwill acquired in these acquisitions consists largely of the synergies and economies of scale expected from combining the operations of IVS and these subject business segments. In particular, the synergies and economies of scale are connected to increase density of vending machines operating and pricing synergies (small competitors lack economies of scale and are hindered by limited pricing power and margin pressure).

The fair values to the business combinations are still provisional since the Group has not yet completed the valuation of the consideration transferred and net asset acquired:

	Provisional assessment of the fair value
(in thousands of Euro)	Open and Shop	Spina
Net fixed assets	199	173
Deferred tax assets	-	-
Other non-current assets	-	-
Current assets	-	-
Non-current liabilities	(49)	(19)
Current liabilities	(15)
Non controlling interest	-	-
Goodwill / (Gain)	-	70
Price	135	224
Analysis of cash flows of the acquisition:
Net cash acquired (included in cash flows from investing activities)	-	-
Contractual price	135	224
Outstanding amount as of June30th, 2021	-	123
Net cash flow for the acquisition	135	101

The assessment of the fair values of these Business Combinations is still provisional since the Group has not yet completed the valuation of the consideration transferred, being its calculation linked to the performance of the targets after the acquisition date (sometimes, and even more so with regards to the Business Combinations finalized during the COVID-19 emergency period, the verification of target performance useful to contractual price calculation has a duration of more than twelve months from the date of the closing). Any difference between the provisional consideration transferred and the correspondent amount at the end of its measurement period, will be recorded as adjustment to the correspondent goodwill (and any difference between the estimate of the fair value of the Business Combination calculated at the expiration of twelve months from the date of the closing and the final fair value calculated on the basis of the contractual clauses is recognized in the income statement of the period).

The main intangible assets recognized in connection to these Business Combinations are:

• Spina: "Customer list" (EUR 67 thousand), which fair-value has been estimated though a statistical approach based on the Multi Period Excess Earnings Method, that it has been deemed as the most appropriate methodology as it reflects the present value of the operating incomes generated by the customer portfolio over their term (10 years).
• Open and Shop: "Concession" (EUR 174 thousand), which fair-value has been estimated though a statistical approach based on the Multi Period Excess Earnings Method, that it has been deemed as the most appropriate methodology as it reflects the present value of the operating incomes generated by the customer portfolio over their term (12 years).

In the line item "Other current assets" was included a deposit of EUR 10 million in relation to the business combination with Liomatic and Gesa explained in note 22.

All these acquisitions were recorded using the acquisition method of accounting. Therefore, the Unaudited Interim Condensed Consolidated Financial Statements as of June 30th, 2022 include the results of the aforementioned business from the date of acquisition of control.

(in thousands of Euro)	Open and shop	Spina
Revenues	70	98
Gross Margin	41	74

The net profit level is not available because the Business Combination has been immediately integrated in the ordinary activities.

The amounts of revenue and profit or loss of these business before the acquisition date are unavailable for business units' acquisitions.

Information on acquisition carried out in previous year

The Group recorded in the prior year the following business combinations, which assessments of fair values were still provisional in the consolidated financial statement as of December 31st, 2021 and have been finalized in these Unaudited Interim Condensed Consolidated Financial Statements:

		Provisional assessment of the fair value
(in thousands of Euro)	FINE FOOD	IVS H 24 S.r.l.	BATTISTI	DOMINO
Net fixed assets	57	3,289	436	281
Deferred tax assets	-	-	-
Other non-current assets	-	-	-
Current assets	-	13	-
Non-current liabilities	(4)	(2,243)	(382)	(72)
Current liabilities	-	-	-
Non controlling interest	-	(318)	-
Goodwill / (Gain)	44	1,636	461	156
Price	97	2,377	515	365
Analysis of cash flows of the acquisition:
Net cash acquired (included in cash flows from investing activities)	-	-
Contractual price	97	2,377	515	365
Outstanding amount as of June 3oth, 2022	-	202	4	1
Net cash flow for the acquisition	97	2,175	511	364

In the six-month period ended June 30th, 2022, the finalization of purchase price allocation provisionally accounted in previous Consolidated Financial Statements lead to an increase in consideration transferred of EUR 156 thousand with a corresponding increase in goodwill.

Other information

It should be noted that as of June 30th, 2022 the outstanding amount for the acquisition of such investments and business units (and for the acquisitions carried out in previous years) amounted to EUR 747 thousand in total, broken down as follows:

• IVS H24 S.r.l. (EUR 202 thousand);
• Spina (EUR 101 thousand);
• Gioservice (EUR 135 thousand);
• DAS (EUR 55 thousand);
• Golden Vending (EUR 102 thousand);
• Other business units for a total amount of EUR 152 thousand (related to business units acquired in previous years).

Transaction costs arising from these transactions were charged to the income statement under the caption "Cost of service" and were included in the cash flows from operating activities in the statement of cash flows.

For more detail regarding the business combination completed after the period ending June 30th, 2022 see the note "22 – Subsequent events".

5 - OTHER TRANSACTIONS

5.1 Equity Investments

The table below shows changes in the value of equity investments:

(in thousands of Euro)	For the six-month period ended June 30th, 2022	For the six-month period ended June 30th, 2021
Net book value at January 1st	3,127	3,177
Additions	1,828	-
Result of the period	81	124
Other	1	-
Net book value at June 30th	5,037	3,301

On May 12th, 2022 the CSH S.r.l. signed an agreement with the British N-and Group Ltd, which operates in the IoT-Internet of Things sector, specialized in technologies applied to touch-screen systems, that are rapidly developing in the vending market and for other applications. Following this agreement and subject to a required UK regulator's approval, the Group IVS will transfer the digital payment systems business unit owned by Venpay S.p.A. to a fully owned Italian subsidiary of N-and and will obtain the control over N-and Group Ltd through capital increases of N-and Group Ltd subscribed by cash.

At June 30th, 2022 the approval of the UK regular has not yet obtained and the Group IVS only partially subscribed the capital increases (EUR 1,828 thousand). Having obtained the 20% of N-and Group Ltd voting rights the IVS Group reported this investment as Equity investments in its Unaudited Interim Condensed Consolidated Financial Statements.

5.2 Disposal of Nespresso Ho.Re.Ca. business

On June 29th, 2022 the Group, through one of its Italian subsidiaries, sold to Nespresso S.p.A. its Ho.Re.Ca branch for a consideration of EUR 2,726 thousand and registered a gain of EUR 802 thousand. The detail of main assets and liabilities disposed is as follow:

(in thousands of Euro)
Net fixed assets	1,241
Other non-current assets	164
Goodwill	519
Price	2,726
Gain / (loss)*	802
Analysis of cash flows of the disposal:
Contractual price	2,726
Outstanding amount as of June 30th, 2022**	2,726
Net cash flow for the disposal	-

* Included in "Other Operating income/expenses, net"

** Included in "Other current assets"

This disposed business reported in the year ended December 31st, 2022 revenue of EUR 1,911 thousand.

6 - OPERATING SEGMENTS

For operating purposes, the Group is organized in business units based on supplied products and services and has five operating segments, described below:

• the Italy segment, which comprises the sale and supply of goods, food and beverages via automated and semi- automated vending machines in Italy;
• the France segment, which comprises the sale and supply of goods, food and beverages via automated and semi-automated vending machines in France;
• the Spain segment, which comprises the sale and supply of goods, food and beverages via automated and semi-automated vending machines in Spain;
• the Other European countries segment, which comprises the sale and supply of goods, food and beverages via automated and semi-automated vending machines in other countries (Switzerland and Poland);
• the Coin segment, which comprises metal coins business (the collection and distribution of coins, counting of coins for third parties and cash-in-transit services), digital money business and digital payments business.

The directors examine the results achieved by each business unit separately when making decisions on the allocation of resources and assessment of performance. Assessment of the performance of a segment is based on its net operating income which, as explained in the table below, is measured differently from the net operating income in the Consolidated Financial Statements. The Group's financial activities (such as costs and revenues on loans) and income taxes are managed at Group level and are not allocated to operating segments.

Transfer prices between operating segments are negotiated internally, using a procedure similar to transactions with independent parties.

The table below shows segment figures for revenue, net income and other items as of June 30th, 2022 and 2021:

Revenue from third parties 149,594 19,721 14,581 1,350 12,243 - Inter-segment revenue 2,415 - - - 2,458 (4,873) Total revenue 152,009 19,721 14,581 1,350 14,701 (4,873) Depreciation charge (23,066) (2,494) (1,826) (270) (972) - Share of profit or loss of associates 81 - - - - - Segment result 8,265 (939) 56 (39) 1,329 - Operating assets 915,524 54,150 33,736 8,270 52,696 25,889 Operating liabilities 108,568 8,829 5,925 1,249 14,157 (4,689)	At June 30th, 2022 (thousands of Euro)	Italy	France	Spain	Other European Countries	Coin	Adjustments and eliminations	Consolidated
								197,489
								-
								197,489
								(28,628)
								81
								8,672
								1,090,265
								134,039

At June 30th, 2021 (thousands of Euro)	Italy	France	Spain	Other European Countries	Coin	Adjustments and eliminations	Consolidated
Revenue from third parties	128,569	13,683	14,671	1,162	9,109	-	167,194
Inter-segment revenue	2,824	-	-	-	1,943	(4,767)	-
Total revenue	131,393	13,683	14,671	1,162	11,052	(4,767)	167,194
Depreciation charge	(24,124)	(2,347)	(2,241)	(282)	(985)	-	(29,979)
Share of profit or loss of associates	124	-	-	-	-	-	124
Segment result	6,276	(1,173)	(1,573)	109	(207)	-	3,432
Operating assets	750,229	53,943	34,476	7,446	50,392	20,933	917,419
Operating liabilities	98,718	6,998	5,574	878	11,006	(4,300)	118,874

Adjustments and eliminations

Financial income and expenses, changes in the fair value of financial assets are not allocated to any individual segment given that the underlying instruments are managed and administered at Group level.

Income tax and certain other financial assets and liabilities are also not allocated to the individual segments as these too are managed centrally at Group level.

Reconciliation of profit	June 30th, 2022	June 30th, 2021
Segment profit	8,672	3,432
Adjustments to value of financial assets	-	-
Financial income	76	87
Financial expenses	(7,050)	(7,625)
Net exchange differences and variations in fair value of derivatives	(80)	(169)
Result of companies valued at net equity	81	124
Inter-segment eliminations	-	-
Group profit before tax	1,699	(4,151)

Reconciliation of Assets	June 30th, 2022	June 30th, 2021
Segment operating assets	1,064,376	896,162
Equity investments	5,037	3,301
Loans and receivables	1,240	813
Deferred tax assets	33,185	23,767
Tax assets	3,635	9,126
Current financial assets	4,082	3,416
Inter-segment eliminations	25,889	21,257
Group Operating Assets	1,137,444	957,842

Reconciliation of Liabilities	June 30th, 2022	June 30th, 2021
Segment operating liabilities	138,728	123,167
Medium/long term loans payable	106,940	142,727
Deferred tax liabilities	23,306	22,972
Due to bondholders	303,887	303,378
Short-term loans payable	72,810	52,134
Derivatives	77	1,018
Tax liabilities	38	38
Inter-segment eliminations	(4,689)	(4,293)
Group Operating Liabilities	641,097	957,844

7 - INTANGIBLE ASSETS

The table below shows changes in the value of intangible assets during the period:

(in thousands of Euro)	For the six-month period ended June 30th, 2022	For the six-month period ended June 30th, 2021
Net book value at January 1st	43,271	47,178
Additions	227	597
Disposals	(334)	(2)
Amortisation charge	(3,462)	(3,431)
Reclassification	2	4
Business combinations	242	1,318
Exchange rate difference movements	12	(5)
Net book value at June 30th	39,958	45,659

60

8 - GOODWILL

The following table shows variations in goodwill at June 30th, 2022 compared to the previous year-end:

(in thousands of Euro)	For the six-month period ended June 30th, 2022	For the six-month period ended June 30th, 2021
Gross amount at January 1st	421,920	418,216
Accumulated impairment losses at January 1st	(18,821)	(18,821)
Additions	-	-
Disposals	(519)	-
Impairment Losses	-	-
Reclassification	-	-
Business combinations	70	1,693
Exchange rate difference movements	92	(58)
Net book value at June 30th	402,742	401,030

The item "Business Combinations" for an amount of EUR 70 thousand refers to operations described in Note 4 above.

The item "Disposals" for an amount of EUR 519 thousand refers to operations described in Note 5 above.

The goodwill acquired through business combinations was allocated for impairment test purposes to five cash generating units ('CGU'), as follows:

Vending, by the following geography:

• CGU Italy
• CGU France
• CGU Spain
• CGU Other European countries

Coin Service:

• CGU Coin

The goodwill recognised from the acquisition of new subsidiaries is attributable to the synergies and other economic benefits resulting from combination of assets and commercial transactions with those of the Group and was allocated to the respective CGU.

Goodwill allocated to each CGU is detailed below:

(in thousands of Euro)	June 30th, 2022	June 30th, 2021
CGU Spain	6,430	6,430
CGU France	19,836	19,836
CGU Other European countries	2,631	2,367
CGU Italy	364,037	362,589
CGU Coin	9,808	9,808
Total	402,742	401,030

Goodwill is usually tested for impairment annually (as of December 31st) and when circumstances indicate the carrying value may be impaired. At June 30th, 2022 to review its impairment indicators, the IVS Group evaluates, among other factors:

• Its businesses demonstrated momentum. Despite the recovery in volumes is still far from the pre-covid periods, Group's performance in the six-month period ended June 30th, 2022 is substantially aligned with projected cash flows included in the IVS Group business plan 2022-2024, approved by the Company's Board of Director on March 4th, 2022 and used to calculate the value in use of the five CGUs as of December 31st, 2021;
• its market capitalization at June 30th, 2022 (EUR 409.1 million) was still lower than the carrying value of shareholders' equity (EUR 483.2 million).

In addition, due to fluctuations in financial markets, the Group updated the calculation of the WACC for its CGUs, obtaining values lower than the discount rates that make the CGUs' recoverable amounts equal to their carrying amounts:

(in thousands of Euro)	WACC as of June 30th, 2022	WACC as of December 31st, 2021	Breakeven WACC as of December 31st, 2021
CGU Spain	7.6%	7.2%	9.70%
CGU France	7.0%	6.7%	8.67%
CGU Other European Countries	7.4%	6.8%	12.62%
CGU Italy	7.4%	7.1%	7.93%
CGU Coin	8.3%	8.7%	20.51%

Considering these elements and the positive outcome of sensitivity analysis presented in the consolidated financial statement as of December 31st, 2021, IVS Group did not identify any indicators of impairment since the most recent year-end.

As a result, the Group did not assess for impairment at June 30th, 2022.

9 - PROPERTY, PLANT AND EQUIPMENT

The table below shows the changes in historical cost values and in accumulated depreciation during the period:

(in thousands of Euro)	For the six-month period ended June 30th, 2022	For the six-month period ended June 30th, 2021
Net book value at January 1st	216,770	245,879
Additions – excluding IFRS 16	16,036	8,832
Additions (Net) IFRS 16	198	710
Disposals	(1,253)	(551)
Depreciation charge	(25,166)	(26,548)
Reclassification	(2)	(4)
Business combinations	131	2,443
Exchange rate difference movements	43	(33)
Net book value at June 30th	206,757	230,728

10 - CASH AND CASH EQUIVALENTS

The following table shows cash and cash equivalents at June 30th, 2022 and December 31st, 2021:

(in thousands of Euro)	June 30th, 2022	December 31st, 2021	Variation
Ordinary bank and postal accounts	291,714	120,057	171,657
Cash-in-hand and cash equivalents	20,041	17,235	2,806
Current accounts - Coin Group Coin Clearing	6,550	231	6,319
Coin Group coin deposit	23,802	25,147	(1,345)
Total	342,107	162,670	179,437

Ordinary bank deposits are mainly available on sight and bear interest at floating rates.

Cash-in-hand and cash equivalents are composed of cash collected from the sale of food and beverages from vending machines not yet deposited at banks at the reporting date.

Clearing current accounts are composed of current accounts used by the Coin Group to pay and collect the corresponding amounts of pick-ups and deliveries of coins to customers.

The coin deposit totalling EUR 23,802 thousand is represented by coins stored in the vault of the Coin Group companies which as of the reporting date, based on pick-ups from customers, was completely available to the Group.

11 - FINANCIAL LIABILITIES

The following table gives a breakdown of financial liabilities split between current and non-current and by category:

		June 30th, 2022		December 31st 2021
(in thousands of Euro)	Non-current	Current	Total	Non-current	Current	Total
Due towards banks for loans	68,118	10,733	78,851	72,744	7,283	80,027
Due towards leasing companies	7,241	1,019	8,260	7,708	1,037	8,745
Due towards other providers of finance	821	10,613	11,434	1,517	650	2,167
Due towards other providers of finance (Coin Division)	-	35,998	35,998	-	33,170	33,170
Liabilities towards debenture holders	298,113	5,774	303,887	297,855	1,282	299,137
Current account overdrafts	-	108	108	-	8	8
Fair value of derivative instruments	-	77	77	-	634	634
Financial liabilities for operating leases (IFRS 16)	30,760	14,340	45,100	35,396	12,776	48,172
Total	409,253	74,462	483,715	415,220	56,840	472,060

The financial liabilities for bank loans also include:

• the refinanced (on December 2021) facility agreement organized by BNP Paribas as Global Coordinator ad Bookrunner for a total amount of EUR 70 million. The Group shall repay the aggregate amount in instalments by repaying on each six months six percentage of the aggregate outstanding loan, starting from June 23rd, 2023. Last instalment is on December 23rd, 2025, with the repayment of the all the outstanding amounts. This loan agreement requires complying with some financial covenants and the obligation for the Group to meet certain financial ratio levels. If the covenants are not met, the lenders can request early repayment of the loan. On December 31st, 2021 and on June 30th, 2022 these financial covenants were met;
• a medium-long term loan agreements with floating rate index to Euribor signed in the second half of the year 2017 having an outstanding balance at June 30th, 2022 of EUR 285 thousand;
• EUR 4.2 million of the line granted during the first quarter 2020 by French subsidiary and received during the second quarter 2020;

As of June 30th, 2021, the liabilities toward debenture holders are related to the EUR 300 million of Senior Unsecured Notes due 2026 issued on October 7th, 2019 by IVS Group S.A. and indexed to 3.0% annual fix rate payable annually in arrears on October 18th of each year beginning on October 18th, 2020; the Notes will mature on October 18th, 2026. Terms of these Notes and applicable covenants can be found in the Prospectus dated September 19th, 2019 prepared in connection with the issue of the 3% senior Unsecured Notes issued on October 7th, 2019 and available at Company's premises upon request as well as at the following internet address: www.ivsgroup.lu.

These Terms and Conditions include financial covenants and negative pledge covenant which do not represent an event of default, but, if breached, would prohibit the Group from incurring additional debt. On December 31st, 2021 and on June 30th, 2022 these financial covenants were met.

The financial liabilities also include EUR 45.1 million of future payments related to operating leases in accordance with IFRS 16. The Group applies judgement in evaluating whether it is reasonably certain to exercise the option to renew and considers the conclusion reached by the IFRIC in its agenda decisions.

That is, it considers all relevant factors that create an economic incentive for it to exercise the renewal, including:

• Significant leasehold improvements undertaken, if the Group expect to benefit of these improvements when the option to extend the lease becomes exercisable;
• Importance of that plant to IVS's operations and costs of integrating a new asset into IVS's operations (e.g. if the plant includes call centers, caveaux and other security features required to manage the Vending Business), if replacing the plant with another location will result in significant economical penalties for the Group;
• The renewal date included in the Group business plan, if these projections have been elaborated from the management assuming (and confirming) their intention to renew the lease.

After the commencement date, the Group reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise (or not to exercise) the option to renew (e.g., a change in business strategy).

The financial liabilities toward other providers of finance include the liabilities for the dividend's distribution resolved by shareholders' meeting but not yet paid (of which EUR 9,803 thousand related to resolution of IVS Group S.A. of June 28th, 2022).

12 - NET FINANCIAL POSITION

The table below shows the value and composition of the Net Financial Position as of June 30th, 2022 and as of December 31st, 2021:

(in thousands of Euro)	June 30th, 2022	December 31st, 2021
Cash	298,264	120,288
Cash equivalents	43,843	42,382
Other current financial assets	4,082	6,336
Liquidity	346,189	169,006
Current financial debt	(58,572)	(41,744)
Current portion of financial debt	(20,089)	(15,096)
Current financial indebbtness	(78,661)	(56,840)
Net current financial indebtness	267,528	112,166
Non-current financial debt	(106,119)	(115,847)
Debt instruments	(298,113)	(297,855)
Non-current trade and other payables	(821)	(1,517)
Non-current financial indebtness	(405,053)	(415,219)
Total financial indebtedness (*)	(137,525)	(303,053)
Non-current Financial Assets (Investments - fixed income)	544	544
Non-current Financial Assets (Other)	696	595
Other non-current assets (financing)	433	473
Net financial position	(135,852)	(301,441)

(*) Pursuant to ESMA32-382-1138 on "Guidelines On disclosure requirements under the Prospectus Regulation" dated March 4th, 2021

The significant change in the Net financial position, that increased from EUR (301,441) thousand at December 31st, 2021 to EUR (135,852) thousand, it's due to the net proceeds from the capital increase completed in June 30th, 2022 (EUR 185.4 millions) which were used in July 2022 to fund – together with available cash - the acquisitions of Liomatic and GeSA (EUR 192 million) and Vendomat (EUR 12.5 million).

The Group's net financial indebtedness also includes the following items related to the Coin operating segment, in addition to cash items mentioned in Note 10 and 11:

• liabilities to customers totalling EUR 30,576 thousand, from coins picked up and lodged with the company's coin counting rooms and banks whose value as of the reporting date had not been returned to the customer;
• trade financial receivables totalling EUR 129 thousand, for coins delivered to customers whose value at the reporting date had not been collected by Coin Group companies;
• short term loans agreements totalling EUR 5,000 thousand.

13 - FINANCIAL INSTRUMENTS

Set out below, is an overview of financial assets and liabilities, other than cash and short-term deposits, held by the Group as at June 30th, 2022:

(in thousands of Euro)	Carrying amount	Fair value	Level 1	Level 2	Level 3
Financial assets at fair value through profit or loss:
Corporate Bond	-	-		-
Debt instruments at amortised cost:
Other financial assets (current and non-current)	5,322	5,322
Trade receivables	26,348	26,348
Other non-current assets	589	589
Other current assets	30,127	30,127
Equity instruments at fair value through OCI	-	-
Total	62,386	62,386	-	-	-
Financial liabilities at fair value through profit or loss:
Put option over NCI	821	821			821
Financial liabilities at amortised cost:
Senior Unsecured Notes 3.0% (current and non-current)	303,887	286,410	286,410
Interest bearing loans and borrowings (current and non-current)	179,750	179,750		179,750
Trade payables	90,392	90,392
Other current liabilities	31,781	31,781
Derivatives designated as hedging instruments
Interest rate swaps	77	77		77
Total	606,708	589,231	286,410	179,827	821

The Group uses the following fair value hierarchy based on different valuation techniques to determine and document the fair value of financial instruments:

• level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
• level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices);
• level 3: inputs for the asset or liability that are not based on observable market data.

Cash, trade receivables, trade payables, other payables and receivables have been measured at their carrying amounts, inasmuch as this is believed to approximate fair values.

• The following methods and assumptions were used to estimate the fair values:
• quoted bonds and derivatives based on price quotations at the reporting date;
• contingent considerations are determined using DCF method. Significant valuation inputs of the undiscounted amount are linked – among other - to profitability of the entity and its net financial position.

No transfers from level 1 to level 2 or vice versa took place during the period.

With reference to the financial instruments measured at amortised cost the level of fair values above refers to the fair-value reported in this Note for disclosure purposes.

With reference to the fair-value of intangible assets measured on a non-recurring basis and acquired as part of business combinations (level 3), more details can be found in Note 4.

The table below summarizes a reconciliation of fair value measurement as of June 30th, 2022 of the put option over non-controlling interest that the Group recorded (fair value level 3):

(in thousands of Euro)	IVS H24 S.r.l.
Opening balance as of January 1st, 2022	(810)
Fair Value changes recognized in profit or loss	(11)
Fair Value of the put option over NCI	-
Exercise of the put option	-
Put option expired	-
Closing balance as of June 30th, 2022	(821)

The terms of these non-controlling interests put mean that they do not give to IVS Group a present ownership interest in the underlying securities, accordingly this business combination was accounted for on the basis that the underlying shares subject to the put option have not been acquired. Thus, IVS Group recognized both noncontrolling interests and these liabilities for shareholders under put option.

The fair value of the option has not been discounted due to the insignificance of the effect of applying a market rate.

Set out below are the significant unobservable inputs to valuation as at June 30th, 2022:

Valuation technique	Significant unobservable inputs	Range (weighted average)	Sensitivity of the input to fair value
EBITDA (multiple) - Net financial Position	Long term operating margin	5% - 10% (7.5%)	10% increase (decrease) in the margin would result in increase (decrease) in fair value by EUR 226 thousand

14 - SHAREHOLDERS' EQUITY

Share Capital

The table below shows the composition of the capital underwritten and paid up and a reconciliation of the number of shares outstanding at June 30th, 2022 and December 31st, 2021:

(in thousands of Euro)	June 30th, 2022	December 31st, 2021
Ordinary shares issued	91,121,099	38,952,491
Own shares	(1,998,443)	(1,833,736)
Total shares outstanding	89,122,656	37,118,755

These shares, without par value, amount to a total of EUR 876,816.88 and, with the exception of treasury shares, have normal dividend rights.

On January 28th, 2022 IVS Group acquired 234,206 treasury shares for a total price of EUR 2.9 million. The purchase has been performed in execution of a put option exercised by the seller, pursuant to the resolution adopted by IVS Group S.A. Shareholders Meeting on November 28th, 2018 (Second Resolution) in connection to the agreements on the acquisition of SDA 2000 Società di Distribuzione Automatica SpA executed on February 28th, 2019.

Dividend rights

Shares all enjoy equal dividend rights.

Voting rights

The extraordinary operation foreseen by the Company Statute having been completed, ordinary shares all enjoy equal voting rights.

Dividends paid and proposed

The table below gives details of dividends declared and paid by Parent:

(in thousands of Euro)	For the six-month period ended June 30th, 2022	For the six-month period ended June 30th, 2021
Dividends on ordinary shares declared or paid:	10,023	-
Final dividend for 2021: no dividend for 2020	10,023	-

* The dividend is unpaid as of June 30th, 2022 and has been presented as a liability in these Unaudited Interim Condensed Consolidated Financial Statements

Share-based payments

On June 2022 the annual shareholders' meeting of IVS Group S.A. approved a share-based incentive plan for the period 2022-2024 (SOP) up to 500,000 share options. Out of these, 224,000 share options were granted to senior executives. The exercise price of the options of EUR 4.5827 was equal to the market price of the shares on the month before the date of grant. The options vest if the senior executive is still employed as of December 31st, 2024. The fair value at grant date is estimated using a binomial pricing model, taking into account the terms and conditions upon which the options were granted. The contractual life of each option granted is three years. There is no cash settlement of the options.

The fair value of options granted during the six months ended June 30th, 2022 was estimated on the date of grant using the following assumptions:

• Dividend yield: 5.088%
• Expected volatility: 33.517%
• Risk-free interest rate: 1.920%
• Expected life of share options (years): 3.5 years
• Weighted average share price: EUR 4.57 EUR

The weighted average fair value of the options granted during the six months ended June 30th, 2022 was EUR 178 thousand.

For the six months ended 30 June 2022, the Group has recognised EUR 7 thousand of share-based payment expense in the income statement.

15 - PROVISIONS FOR RISKS AND CHARGES

This caption relates to the provisions for risks and charges and comprises:

(in thousands of Euro)	January 31st, 2022	Reclassification	Payments	Increase/	Business Combination	June 30th, 2022
Provision for Taxes	293	-	-	-	-	293
Others	1,065	-	-	585	-	1,650
Total Provision – Non current	1,358	-	-	585	-	1,943
Legal contingencies	48	-	-	-	-	48
Total Provision – Current	48	-	-	-	-	48

The other provisions mainly include the estimated or probable liabilities, related to civil and/or labour pending disputes, accruals for contractual penalties, while provision for taxes includes accruals for a tax inspection related to direct and indirect taxes with reference to previous fiscal years.

The caption "Increase/decrease" include EUR 637 thousand for the estimated provisions for the collective dismissal procedure of the filed/pos branch of Moneynet S.p.A..

There are no other potential liabilities at the reporting date other than those provided for in this caption, considering their respective risk level.

16 - CONTINGENCIES, COMMITMENTS AND RESTRICTIONS ON THE DISTRIBUTION OF PROFITS

Fiscal contingencies

The claim of the Italian Tax Authority concerning the offset by S.Italia S.p.A. (Company) of a VAT credit led in the year 2011 regarding fiscal year 2010 is still in progress: in March 2016, the Italian Second Degree Tax Judge (Commissione Tributaria Regionale-CTR) partly upheld the Italian Tax Authority opposition against the decision of the First Degree Tax Judge (Commissione Tributaria Provinciale-CTP) that was totally in favour of S.Italia S.p.A., and therefore confirmed that no VAT was due but nonetheless condemned the Company to pay the penalties solely (EUR 154 thousand). On October 20th, 2016 the Company appealed against the CTR decision in front of the Italian Supreme Court (Corte di Cassazione). Meanwhile, on October 7th, 2016 the arbitrators, appointed to decide the claim for indemnification filed by IVS Group against Selecta AG, based on the purchase agreement of S.Italia S.p.A., issued a partial decision: the arbitrators (i) have held that Selecta AG has breached the Sellers's representations and warranties under the share purchase agreement and therefore is responsible of the losses already suffered by the Company, i.e. EUR 82 thousand, (ii) has reduced by the same amount the contractual basket of EUR 250 thousand, (iii) has adjourned the arbitral proceeding until the end of the tax proceeding in order to definitively assess the losses suffered by the Company and possibly condemn Selecta AG to indemnify the Company for the sum exceeding the basket. An application of the Company to the Italian Ombudsman for taxation (Garante del Contribuente) for relief from the penalty of EUR 154 thousand was rejected on November 11th, 2016. On October 31st, 2016 the Company paid the penalty of EUR 154 thousand without prejudice of the ongoing appeal proceedings. The Italian Supreme Court has not fixed the hearing for discussion of the case yet.

With reference to CSH S.r.l., the management has booked a tax provision of EUR 250 thousand relating to tax inspections of fiscal years 2014 and 2015, that corresponds to the amount claimed by the authority (including penalties).

As of June 30th 2022, the provision is partially paid.

Other Contingencies

In May 2016 the Italian National Social Security Authority ("INPS") sent to IVS Italia S.p.A. a communication about the criteria applicable for the calculation of social security contributions applied in previous years.

The INPS request is due to changes in law consequent to Law 92/2012 and the applicability of CIGS contribution to our business. IVS management and its advisor worked to address this complex matter, which resulted from uncertainties on the underlying administrative regulation. As of June 30th, 2022, the provision is partially paid.

Guarantees

Existing guarantees at the reporting date were mostly given for loans granted by third parties to Group companies or for their participation in public tenders.

The following should be noted:

• at June 30th, 2022 the vaults of the Coin Group contained coins belonging to third parties for a total of EUR 28,558 thousand, for which the company has underwritten specific insurance contracts;
• the subsidiary Fast Service Italia S.p.A. has pledged to Credito Valtellinese the policies stipulated with La Venezia Assicurazioni and Allianz Subalpina for a total insured capital of EUR 544 thousand corresponding to premiums paid and recorded in the financial statements under the heading "Non-current financial assets";
• the subsidiary IVS Italia S.p.A. has declared guarantor for Ge.O.S. Group S.p.A (ex Ge.O.S. Sicilia S.r.l.) in favour of the Banca Nuova S.p.A. for a total amount of EUR 200 thousand, in favour of Credito Valtellinese for a total amount of EUR 100 thousand, in favour of Intesa San Paolo for a total amount of EUR 27 thousand.
• IVS Group S.A., has declared guarantor for IVS FRANCE S.a.S. in favour of RATP TRABEL RETAIL thorough an issuance of a bank guarantee by BNL of EUR 973 thousand.
• IVS Group S.A., has declared guarantor for Moneynet S.p.A.. in relation to some financial loans towards the employees of the Group for a total amount of EUR 76 thousand.

17 - FINANCIAL INCOME AND EXPENSES

The table below shows the breakdown of financial income and expenses:

	For the six-month period ended June 30th, 2022		For the six-month period ended June 30th, 2021
(in thousands of Euro)	Income	Expenses	Income	Expenses
Bank interest	1	(1)	16	(15)
Interest on financial lease	-	(92)	-	(102)
Interest on bank loans	-	(891)	-	(1,005)
Interest on bonds	-	(4,750)	-	(4,742)
Interest on IFRS16 contracts	-	(824)	-	(952)
Other interest	75	(449)	71	(792)
Financial income/expenses for IAS 19	-	(43)	-	(17)
Total financial income (expense)	76	(7,050)	87	(7,625)
Net loss on interest rate speculative derivatives (flows)	-	(77)	-	(169)
Foreign exchange difference	2	(5)	2	(2)
Net financial income (expense) and net loss on derivatives	2	(82)	2	(171)
Foreign exchange differences and variations in derivatives fair value, net		(80)		(169)
Total financial income (expenses)	78	(7,132)	89	(7,796)

Net finance costs amounted to EUR 7,054 thousand, against EUR 7,707 thousand in the corresponding period of the previous year. The voluntary cancellation of the available Facility B amounting at EUR 60 million of the facility agreement of EUR 150 million entered into on December 21st, 2018 leads to a decrease of the financial cost for an amount of EUR 217 thousand.

18 - CASH FLOW DISCLOSURES

(in thousands of Euro)	For the six-month period ended June 30th, 2022	For the six-month period ended June 30th, 2021
Cash flows from interests received and paid
Interest received	76	87
Interest paid	(2,047)	(2,483)
Total	(1,971)	(2,396)
Changes in working capital
Inventories	(3,261)	(641)
Trade receivables	(348)	(1,102)
Other current assets	(4,319)	6,484
Other liabilities	1,947	8,122
Trade payables	(1,005)	4,589
Total	(6,986)	17,452

Cash flows from interests received and paid

During the period, the Group has registered cash outflow of interest for a total amount of EUR 2,047 thousand and cash inflow for EUR 76 thousand.

Changes in liabilities arising from financing activities:

			Cash flows from financing activities
(in thousands of Euro)	January 1st, 2022	IFRS 16 Impact	New long term loan	Reimbursement of long-term loan	Current liabilities variation	Business combination	Other	June 30th, 2022
Due to bond holder (non-current)	297,855						258	298,113
Non-current financial liabilities	81,969		42				(5,831)	76,180
Non-current financial liabilities IFRS 16	35,396	302					(4,938)	30,760
Current financial liabilities	42,148			(1,902)	3,298		14,927	58,471
Current financial liabilities IFRS 16	12,776			(3,375)			4,939	14,340
Due to bondholder (current)	1,282						4,492	5,774
Total	471,426	302	42	(5,277)	3,298	-	13,847	483,638

The 'Other' column includes the effect of reclassification of non-current portion of interest-bearing loans and borrowings, the effect of accrued but not yet paid interest on interest-bearing loans and borrowings and the dividends declared but not yet paid as of June 30th, 2022. The Group classifies interest paid as cash flows from operating activities.

19 - INCOME TAX FOR THE PERIOD

The major components of income tax expense are:

(in thousands of Euro)	For the six-month period ended June 30th, 2022	For the six-month period ended June 30th, 2021	Variation	Var %
Current taxation	(1,166)	(1,145)	(21)	1.8%
Deferred tax liability	(751)	3,946	(4,697)	<119.0%
Deferred tax assets	3,346	5,052	(1,706)	(33.8%)
Total	1,429	7,853	(6,424)	(81.8%)

In both the period the effective tax rate of the group is significatively influenced from certain tax incentives (iper/ super depreciation and the Italian ACE). In addition, the income taxes benefits decreased compared to 2021 by EUR 6,424 thousand because in the first half of 2021 the Group recorded a tax benefits of EUR 5.4 million connected to realignment to the tax values to the greater value of the assets booked, specifically the value of certain goodwill and customer lists, as envisaged by Decree Law 104/2020, Art. 110, subsections 8 and 8bis. Deferred tax assets are recognized on the tax benefit arising from the alignment of the assets (mainly goodwill) under the Decree Law 104/2020, art.110, as well as on tax losses to the extent that it is probable that taxable profit will be available against unused tax losses can be utilized.

20 - EARNINGS PER SHARE

Base earnings per share

Base earnings per share at June 30th, 2022 were calculated on a net profit attributable to the Group of EUR 2,654 thousand (EUR 3,623 thousand at June 30th, 2021) and on an average number of outstanding shares during the period of 47,287,564 (37,112,581 at June 30th, 2021), calculated as follows:

	For the six-month period ended June 30th, 2022	For the six-month period ended June 30th, 2021
Number of Share in existence as of 1 January (net of treasury share)	37,118,755	37,118,755
2022 Issued share capital	52,168,608	-
Treasury shares sold for SOP	69,500	-
Treasury shares acquired by the market	(234,206)	-
Weighted average shares in circulation	47,287,564	37,112,581

Diluted earnings per share

At June 30th, 2022 there are no instruments issued which may involve a dilutive effect and therefore diluted earnings per share correspond to base earnings per share (share-based payments represent written call option whose effect are not dilutive for the six-month period ended June 30th, 2022).

21 - RELATED PARTY TRANSACTIONS

As of June 30th, 2022, IVS Partecipazioni S.p.A. directly owned 55,636,355 shares in IVS Group S.A., representing 61,06% of the IVS Group's capital (62.43% of voting rights).

Transactions and balances disclosed as with "Associated" companies are those with companies over which IVS Group exerts significant influence or joint control in accordance with IFRS, but does not have control. All other transactions and balances with related parties which are not Associates and which are not consolidated are disclosed as "Other".

(in thousands of Euro)	At June 30th, 2022	At June 30th, 2021
A) Costs and Revenues
A1. Sales of goods and services
Sales of good to the Parent	-	-
Sales of good to associated parties	243	329
Sales of good to other related parties	5	59
Sales of services to the Parent	5	5
Sales of services to associated parties	4	8
Sales of services to other related parties	-	268
Total Sales of goods and services	257	669
A2. Purchases of goods and services
Purchases of good from the Parent	-	-
Purchases of good from associated parties	(3,112)	(2,613)
Purchases of good from other related parties*	(698)	(5,010)
Purchases of services from the Parent	(32)	(49)
Purchases of services from associated parties	(937)	(664)
Purchases of services from other related parties	(631)	989
Total Purchases of goods and services	(5,410)	(7,347)
B) Receivables and Payables
B1. Arising from sales /purchases of goods/services
Receivables from the Parent	60	48
Receivables from associated parties	224	406
Receivables from other related parties	174	501
Payables to the Parent	(3,221)	(81)
Payables to associated parties	(920)	(1,043)
Payables to other related parties	(324)	(410)
Total Receivables/(Payables) net from sales/purchases of good/services	(4,007)	(579)
B2. Financial Debt/Assets
Receivables from the Parent	-	-
Receivables from associated	50	50
Receivables from other related parties	-	-
Borrowing/lease from the Parent	-	-
Borrowing/lease from associated parties	(660)	(655)
Borrowing/lease from other related parties	(11,357)	(13,373)
Total Financial Debt/Assets net	(11,967)	(13,978)

Directors' compensation

During the first six months of 2022 and 2021 the cash compensation of Directors of IVS Group S.A. amounted to EUR 872 thousand and EUR 613 thousand.

22 - SUBSEQUENT EVENTS

On July 1st, in the context of the agreements of the Business Combination announced between the end of 2021 and the beginning of 2022, the Group completed the acquisition of around 94.6% of Liomatic and 100% of GeSA. The total equity price for the shareholdings acquired is equal to around Euro 192 million (with possible adjustments for the actual net debt at closing date), founded with the proceeds of the rights issue amounting to Euro 186 million closed on June 2022 and other cash available. The selling shareholders of Liomatic and GeSA reinvested over 70% of the consideration received subscribing a capital increase of IVS Partecipazioni S.p.A..

The Group arising from the integration of IVS, Liomatic and GeSA will have stronger leadership in Italy and additional growth prospects also in other European countries, with 2021 pro forma sales of around Euro 552 million. The major size and integrated skills of the integrated Group, will allow to improve the service quality to millions of daily consumers, the logistic efficiency and products and process innovation, contributing to represent the Italian excellence in the food & beverage sector, with special regard to the espresso coffee market. The similar origins and the principles shared by the founders and management of the group companies, such as the orientation to growth in a context of economic and financial sustainability, the enhancement of human resources and the attention to local communities, are and will remain the reference values of the integrated Group.

On July 15th, 2022, IVS Group S.A. completed the acquisition of the 26.0% (26.7% net of treasury shares) of Vendomat S.p.A., a reseller of products to small and medium sized companies in the vending sector, mostly operating in Northern Italy, with 2021 total sales of around Euro 39.3 million. The price of the transaction is equal to Euro 12.5 million.

These shares, jointly with shares held by Liomatic and Ge.S.A. group in Vendomat S.p.A., represent approximately the 56% of Vendomat S.p.A., whose results will be therefore fully consolidated in the Group financial statements since its acquisition.

On August 1st, 2022 the fully owned subsidiary IVS Italia S.p.A. acquired the 100% of the share of Modena Distributori S.r.l. that operates in Campania region, with 2021 sales of around Euro 3 million. The preliminary enterprise value of this transaction (including real estate for the coverage of new areas and subject to usual verifications on working capital, net debt and other post-closing procedures) is equal to Euro 4.7 million.

Furthermore, the Spanish subsidiary D.A.V., completed the acquisition of Automatics Compans, founded in 1978 and active in Catalugna, with sales (2021) of around Euro 3.1 million. The preliminary enterprise value of the transaction (including real estate) is around Euro 3.1 million. These small acquisitions will increase and optimize the geographical coverage and logistic efficiency of the Group in the markets already served.

During the month of July 2022 the managers beneficiary of the Incentive Plan 2019-2021 exercised their residual n. 17,750 options for an amount of 0.01 EUR per share (in addition to n.69,500 options exercised during the first half of 2022), acquiring from IVS Group S.A. an equal number of treasury shares. The treasury shares as of the date of the board (September 8th, 2022) were equal to n. 1,980,693.

23 - GROUP STRUCTURE

The Unaudited Interim Condensed Consolidated Financial Statements comprise the financial statements of the parent company IVS Group S.A. and those of the companies over which it exercises control, directly and indirectly (through its subsidiary and associated companies). Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.

The financial statements of the parent company (IVS Group S.A.) and of its subsidiaries are prepared as of June 30th, 2022. The table below lists the companies in which the Parent directly or indirectly holds an investment, indicating the consolidation method adopted.

Name IVS Italia S.p.A. S.Italia S.p.A. Fast Service Italia S.p.A. SUBSEQUENT EVENTS AND OUTLOOK FOR THE REMAINDER OF THE YEAR Eurovending S.r.l. SDA-DDS S.p.A. The IVS Group, through its subsidiary IVS Italia S.p.A. has finalized the acquisitions of these business units DAV S.L. DAV S.L. - on July 1st, 2019 Moka System, located in Lombardia and Veneto region, with a total consideration of EUR Commerciale Distributori S.r.l. 874 thousand; IVS France SAS - on August 1st, 2019 Gioservice S.r.l., located in Lazio and Toscana region, with a total consideration of EUR IVS France SAS 1,520 thousand. Ciesse Caffè S.r.l. Universo Vending S.r.l. On July 17th, 2019 the Italian subsidiary IVS Italia S.p.A. acquired the minority interest corresponding to 6% IVS Sicilia S.p.A. of share capital of the subsidiary DDS S.p.A. active in western Liguria region. The consideration transferred is Sci +39 Sci +39 equal to EUR 642 thousand. Now the total Group interest in DDS S.p.A. is 100% of the share capital. On July 31st, the Italian subsidiary CSH S.r.l. has completed the acquisition of 76% of Moneynet S.p.A. Time Vending S.r.l. specialized in e-money and payment services, previously owned by NEXI Group. The expected price (equity IVS Group Swiss S.A. in liquidation value) for the purchase of 76% of Moneynet S.p.A. shares is equal to EUR 76 thousand. The remaining 24% Ge.O.S. Group S.p.A (ex Ge.O.S. Sicilia S.r.l.) MB WEB S.a.s. of the share capital has been acquired by 8 individuals, each with 3%, directors and managers of IVS Group, CSH S.r.l. that will be involved in the future development of Moneynet. Venpay S.p.A. On August 5th, 2019 the shareholders' meeting of IVS Italia S.p.A. approved a merger plan of four full Coin Service S.p.A. controlled companies (N-Uno S.r.l., SDA S.r.l., CE.DA S.r.l. and 20.10 Vending S.r.l., acting in the commercial Coin Service Nord S.p.A. operations in favor of the sole IVS Italia S.p.A. subsidiary). Coin Service Nord S.p.A. Centy S.r.L. On September 2nd, 2019, following the hearing held on March 14th, 2019, the Council of State (Consiglio di Auto-bar S.r.l. Stato) has ruled on the appeal filed by IVS Italia S.p.A. against the decision of the Lazio TAR. Demomatic S.A. The Council of State has granted the appeal of IVS Italia S.p.A. solely as regards the calculation the penalty Coin Service S.p.A. imposed (EUR 31,918 thousand, which has been fully allocated and already paid), stating that the IAA has Coin Service Nord S.p.A. applied without proper motivation the so-called entry fee (additional amount between 15% and 25% of the Wefor S.r.l.	Parent IVS Group S.A. IVS Group S.A. IVS Group S.A. IVS Italia S.p.A. IVS Italia S.p.A. IVS Italia S.p.A. IVS Group S.A. IVS Italia S.p.A. IVS Italia S.p.A. IVS Group S.A. IVS Italia S.p.A. IVS Italia S.p.A. IVS Italia S.p.A. IVS France SAS IVS Italia S.p.A. IVS Italia S.p.A. IVS Group S.A. IVS Italia S.p.A. IVS France SAS IVS Group S.A. CSH S.r.l. Venpay S.p.A.	Country of incorporation Italy Italy Italy Italy Italy Spain Spain Italy France France Italy Italy Italy France France Italy Switzerland Italy France Italy Italy Italy	Investment % direct 100.0% 100.0% N.A. 70.0% 100.0% 75.0% 25.0% 100.0% 87.0% 13.0% 5.0% 33.3% 100.0% 99.0% 1.0% 50.0% 90.0% 5.4% 80.0% 100.0% 60.0%	% Reference 100.0% 100.0% N.A. 70.0% 100.0% 75.0% 25.0% 100.0% 87.0% 13.0% 5.0% 33.3% 100.0% 99.0% 1.0% 50.0% 90.0% 5.4% 80.0% 100.0%	Treatment Consolidated Consolidated Consolidated Consolidated Consolidated Consolidated Consolidated Consolidated Consolidated Consolidated Not consolidated Equity accounted Consolidated Consolidated Consolidated Equity accounted Consolidated Not Consolidated Consolidated Consolidated	% Reference 100.0% 100.0% 100.0% 70.0% 100.0% 75.0% 25.0% 100.0% 87.0% 13.0% 5.0% 33.3% 100.0% 99.0% 1.0% 50.0% 90.0% 5.4% 80.0% 100.0%	Treatment Consolidated Consolidated Consolidated Consolidated Consolidated Consolidated Consolidated Consolidated Consolidated Consolidated Not consolidated Equity accounted Consolidated Consolidated Consolidated Equity accounted Consolidated Not Consolidated Consolidated
							Consolidated
				60.0%	Consolidated	60.0%	Consolidated
			92.7%	55.6%	Consolidated	55.6%	Consolidated
	Venpay S.p.A.	Italy	44.4%	26.7%	Consolidated	26.7%	Consolidated
	Coin Service S.p.A.	Italy	53.3%	29.7%	Consolidated	29.7%	Consolidated
	Venpay S.p.A.	Italy	15.0%	9.0%	Not consolidated	9.0%	Not consolidated
	IVS Group S.A.	Italy	0.0%	75.24%	Consolidated	75.24%	Consolidated
	IVS Group S.A.	Switzerland	92.5%	92.5%	Consolidated	80.0%	Consolidated
	IVS Group S.A.	Italy	2.08%	2.08%	Consolidated	2.08%	Consolidated
	IVS Group S.A.	Italy	2.22%	2.22%	Consolidated	2.22%	Consolidated
	IVS Italia S.p.A.	Italy	100.0%	100.0%	Consolidated	100.0%	Consolidated
value of the sales of the goods or services subject to the infringement) and the aggravating circumstance Distribuzione 2003 S.r.l. (ex Roma Distribuzione 2003 S.r.l.) of the leader of the cartel. The Council of State, which for the rest rejected the appeal and compensated the	IVS Italia S.p.A.	Italy	100.0%	100.0%	Consolidated	100.0%	Consolidated
Valor Vending S.L.U. (ex Contratas Rehabilitacion y Servicion S.L.) expenses of the trial grade, ordered the IAA to re-determine the fine imposed on IVS Italia S.p.A.	Dav S.L.	Spain	100.0%	100.0%	Consolidated	100.0%	Consolidated
IVS Holland BV IVS Italia S.p.A. is evaluating whether the conditions exist for further appeal of the decision of the Council of	IVS Group S.A.	Netherlands	N.A.	N.A.	Consolidated	100.0%	Consolidated
A.G. Consulting S.r.l. State, which in its opinion remain partially erroneous.	IVS Italia S.p.A.	Italy	100.0%	100.0%	Consolidated	100.0%	Consolidated
Moneynet S.p.A. IVS Group S.A. and IVS Italia S.p.A. remain fully and definitely convinced of the correctness, honesty and	CSH S.r.l.	Italy	76.0%	76.0%	Consolidated	76.0%	Consolidated
Til Caff S.r.l. transparency of their behaviours.	IVS Italia S.p.A.	Italy	N.A.	N.A.	Consolidated	100.0%	Consolidated
Breakcotto S.r.l.	IVS Group S.A.	Italy	20.0%	20.0%	Not consolidated	20.0%	Not consolidated
Coinmat S.r.l	CSH S.r.l.	Italy	28.0%	28.0%	Not consolidated	28.0%	Not consolidated
Lastly, we continue the research of targets to acquire in order to increase the customer base and service IVS H24 S.r.l	IVS Italia S.p.A.	Italy	65.0%	65.0%	Consolidated	N.A.
in those areas and branches which structures would permit an increase in volumes without a proportional MAN24 S.r.l.	IVS Italia S.p.A.	Italy	65.0%	65.0%	Consolidated	N.A.
increase in the relative costs. Olympo S.r.l	IVS Italia S.p.A.	Italy	50.0%	50.0%	Equity-accounted	N.A.
Aora Vending Sp. z o.o.	CSH S.r.l.	Poland	60.0%	60.0%	Consolidated	N.A.
N-and Group Ltd		Uk	20.0%	20.0%	Equity-accounted	N.A.

Luxembourg, September 8th, 2022 For the Board of Directors

On behalf of the Board of Directors,

Mr. Paolo Covre Chairman Paolo Covre Chairman

"An Orizuru, derived from the word 'ori', meaning paper and 'tsuru' meaning crane, is an origami figure in the shape of a crane. Not only is this particular shape considered to be the archetypal origami form, but it is also the actual symbol of this ancient art of paper folding.

The inspiration for the origami Crane comes from the Red-Crowned Crane (also known as the Japanese Crane). This creature, which is almost worshipped in Japan, is a symbol of prosperity, good fortune and long life. It is from this shape that the 'Senbazuru' ('A thousand Cranes') comes to life. It is through the realization of a thousand of these shapes, held together by mere threads, that the heart's deepest desires can come true. Created to bring comfort to the sick and those who face great hardship, the Crane can be made either for the maker or as a gift for others, offering the hope that prayers will be answered"

In the photos of this report [made by Matteo Zanardi] it's possibile to see some of the thousand Cranes created by Eva Puppo between 2020 and 2021 as a gift to the people of Bergamo.

"Un origami a forma di gru, orizuru, (ori "carta", tsuru "gru") oltre ad essere considerato il più classico tra tutti i modelli di origami è anche il simbolo di quest' antica arte di piegare la carta nel mondo; si ispira alla gru dalla corona rossa o gru giapponese ed è un animale quasi venerato in quel paese, simbolo di prosperità, buona sorte e lunga vita. Attorno a questa figura nasce la pratica senbazuru ("mille gru"), attraverso la realizzazione infatti di mille di questi origami, tenuti poi insieme da fili, si vedrà esaudito un desiderio del proprio cuore.

Realizzate per augurare ogni bene agli ammalati ed a chi deve affrontare una dura prova, la gru si può piegare per sé stessi o per gli altri nella speranza di veder esaudite le proprie preghiere."

Nelle foto di questo report [realizzate da Matteo Zanardi] si possono vedere alcune delle mille gru realizzate da Eva Puppo tra il 2020 e il 2021 per la comunità bergamasca (Osio Sotto – BG).

IVS GROUP S.A. Registered offices: 18 Rue de L'Eau L-1449 Luxembourg R.C.S. Luxembourg B155 294 Share capital EUR 363,558.00 fully paid up

Operational headquarters: I-24068 Seriate (BG) via dell'Artigianato 25 VAT No. IT 03840650166 – Tax code 97602500155 www.ivsgroup.lu

Concept, Graphic design and Paging: