Investor Presentation • Nov 7, 2024
Investor Presentation
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By attending this meeting and accepting this presentation (the "Presentation"), you will be deemed to have agreed that: (i) you will not disclose information contained herein to anyone within your firm (other than subject to these restrictions) or outside your firm and (ii) these restrictions will apply to your entire firm. You further agree to be bound by the following limitations, qualifications and restrictions.
IMPORTANT: please read the following before continuing. The following applies (i) to this Presentation, which has been prepared by Carel Industries S.p.A. (the "Company") for the sole purpose of the presentation made to you concerning the Company and its subsidiaries (together, the "Group"); (ii) to the oral presentation of the information in this Presentation by members of the Company's management; and (iii) to any question-and-answer session that follows the oral presentation (collectively, the "Information"), each of which should be considered together and not taken out of context. The Information is strictly confidential, is in summary draft form, is solely for discussion and feedback purposes and must not be relied upon for any purpose. Disclosure of the Information to anyone outside of your firm is prohibited. This Presentation may not be copied, distributed, reproduced or passed on, directly or indirectly, in whole or in part, or disclosed by any recipient, to any other person (other than as required to those within your organization who agree to be bound by these restrictions) or published in whole or in part, for any purpose or under any circumstances.
This document does not constitute or form part of any offer to sell or issue or invitation to purchase or subscribe for, or any solicitation of any offer to purchase or subscribe for, any securities of the Company or any other member of the Group, nor shall it or any part of it nor the fact of its distribution form the basis of, or be relied on in connection with, any contract or investment decision. The information and opinions contained in this Presentation are provided as at the date of the presentation and are subject to change without notice. Neither the Company nor the Group nor any other person is under any obligation to update or keep current the information contained in this Presentation unless otherwise required by applicable laws.
No representation, warranty or undertaking, express or implied, is made by the Company or the Group or any of its of their respective directors, officers, employees, advisors or agents ("Representatives") or any other person as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the Information or the opinions contained therein or any other statement made or purported to be made in connection with the Company or the Group, for any purpose whatsoever, including but not limited to any investment considerations. No responsibility, obligation or liability whatsoever, whether arising in tort, contract or otherwise, is or will be accepted by the Company or the Group or any of their respective Representatives or any other person for any loss, cost or damage howsoever arising from any use of the Information, or for information or opinions or for any errors, omissions or misstatements contained therein or otherwise arising in connection therewith.
To the extent available, the industry, market and competitive position data contained in this presentation come from official or third-party sources. Third-party industry publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data. While the Company reasonably believes that each of these publications, studies and surveys has been prepared by a reputable source, none of the Company or the Group or any of their respective Representatives has independently verified the data contained therein. In addition, certain of the industry, market and competitive position data contained in this presentation come from the Company's own internal research and estimates based on the knowledge and experience of the Company's management in the markets in which the Company and the other members of the Group operate. While the Company reasonably believes that such research and estimates are reasonable and reliable, they, and their underlying methodology and assumptions, have not been verified by any independent source for accuracy or completeness and are subject to change and correction without notice. Accordingly, undue reliance should not be placed on any of the industry, market or competitive position data contained in this presentation.
The Information is indicative, preliminary in nature, subject to change, updating, correction and amendment and does not purport to be comprehensive. None of the Company, the Group, any of their respective their respective Representatives accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truthfulness, accuracy or completeness of the information in this presentation (or whether any information has been omitted from the presentation) or any other information relating to the Group, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this presentation or its contents or otherwise arising in connection therewith.
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2 This presentation and the information contained therein do not constitute or form a part of any offer or solicitation to purchase or subscribe for, or otherwise invest in, securities in the United States as such term is defined in Regulation S under the US Securities Act). The ordinary shares of the Company have not been, and will not be, registered under the US Securities Act or under any securities laws of any state of the United States and may not be offered or sold in the United States except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the US Securities Act and applicable state or local securities laws or unless registered under the US Securities Act and in compliance with the relevant state securities laws. There will be no public offering of any securities in the United States.
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Forward-Looking Statements: this document may include projections and other "forward-looking" statements within the meaning of applicable securities laws. In particular, all statements that address expectations or projections about the future, including statements about operating performance, market position, industry trends, general economic conditions, expected expenditures, cost-savings, synergies and financial results, are forward-looking statements. Consequently, any statements contained herein that are not statements of historical fact are forward-looking statements.
Forward-looking statements are based on assumptions and current expectations and involve a number of known and unknown risks, uncertainties and other factors that could cause actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forwardlooking statements. Accordingly, actual events or results or actual performance of the Company or the Group may differ significantly, positively or negatively, from those reflected or contemplated in such forward-looking statements made herein. Factors that might cause such differences include, but are not limited to, the risks that business strategy and plans may not receive the level of market acceptance anticipated; disruptions in general economic and business conditions, particularly in geographic areas where business may be concentrated (e.g. escalation of the conflict in Ukraine); impact of public health crises, such as pandemics (including Covid-19) and epidemics and any related company or government policies; higher interest rates, higher loan costs or less desirable loan terms, all of which could increase our costs of funding; continued high levels of, or increases in, unemployment and a general slowdown in commercial activity; leverage and ability to refinance existing indebtedness or incur additional indebtedness; an increase in debt service obligations; the ability to generate a sufficient amount of cash from operations to satisfy working capital requirements and to service existing and future indebtedness; the ability to achieve improvements in operating efficiency; foreign currency fluctuations; the ability to retain senior management and attract and retain qualified and experienced employees; the ability to retain existing bank partnership or develop new ones. The Group and all other persons expressly disclaim any duty, undertaking or obligation to update publicly or release any revisions to any of the information, opinions or forward-looking statements contained in this document to reflect any events or circumstances occurring after the date of the presentation of this document. No representation or warranty is made as to the achievement or reasonableness of and no reliance should be placed on such forward-looking statements.
Projections: any projection or forecast in this document is based on estimates and assumptions, described in this document, about future events and, as a consequence, is subject to significant economic and competitive uncertainty and other contingencies, none of which can be predicted with any certainty and some of which are beyond the Group's control. Each recipient of this document should be aware that these projections do not constitute a forecast or prediction of actual results and there can be no assurance that the projected results will be realized or achieved, and actual results may be higher or lower than those indicated. None of the Company, the Group, nor any of their respective security-holders, directors, officers, employees, advisors or affiliates, or any representatives or affiliates, assumes responsibility for the accuracy of the projections presented herein.
Non-IFRS measures: This Presentation contains alternative performance indicators that are not recognized by IFRS. Different companies and analysts may calculate these non-IFRS measures differently, so making comparisons among companies on this basis should be done very carefully. These non- IFRS measures have limitations as analytical tools, are not measures of performance or financial condition under IFRS and should not be considered in isolation or construed as substitutes for operating profit or net profit as an indicator of our operations in accordance with IFRS.

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Q3 2024 revenues and EBITDA margin substantially in line with Q2 2024 confirming the same trends already seen in the first part of this year.
• Reported revenues equal to 432.9m€, -12.9% on the first 9M 2023 (-16.4% organic revenues).






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| EMARKET SDIR |
|---|
| CERTIFIED |
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| K€ | '23 9M |
'24 9M |
Δ% |
|---|---|---|---|
| EBITDA | 110 705 , |
78 710 , |
28 9% - |
| D&A | -23 137 , |
-28 579 , |
|
| EBIT | 87 568 , |
50 131 , |
42 8% - |
| Financial (charges)/income |
-5 919 , |
-5 219 , |
|
| FX gains/losses |
-893 | 397 2 , |
|
| Gain/Losses from liabilities for FV on options minorities on |
- | 3 373 , |
|
| cons.with method Companies equity |
292 | 1 737 , |
|
| EBT | 81 048 , |
52 346 , |
35 4% - |
| Taxes | -19 325 , |
-12 128 , |
|
| Minorities | -2 645 , |
-495 | |
| Group profit net |
59 079 , |
39 723 , |
32 8% - |
• Tax-rate (23.2%) slightly lower on 9M 2023 (23.8%).

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

Internationalization

Results

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

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

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

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

A greater emphasis on driving disruptive long-term innovation, beyond incremental advancements.
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Scenario • Mixed macro-economic scenario: 1) Europe's GDP growth still flattish in spite of three 25bps cuts in interest rate in 2024; 2) US economy proved to be robust even in presence of a clear cool down in the labor market; 3) China's 5% 2024 GDP growth target at risk. • HVAC/Ref.: HPs segment still under pressure and slower than expected recovery in refrigeration in the EMEA area. Mixed signals from APAC region. Positive view on North and South America. • Q3 2024 was a very volatile quarter further lowering visibility and with a persisting challenging scenario in particular in Europe. • High comps effect remained (due partly to the backlog recovery in 2023): Q3 2024 was the second highest quarter ever recorded by CAREL. • 18.2% EBITDA margin substantially confirms the H1 2024 trend. The difference compared to 9M 2023 (22.3%) was due to revenues trend/operating leverage. • The initiatives to contain opex, implemented in the last few quarters, have been successful in keeping overhead expenses even lower compared to 2023 in spite of the change in the consolidation perimeter and higher R&D expenses. Taking into account the above and that the recent preliminary managerial results for October, which are being finalized and still need to be refined, though very positive do not signal a substantial deviation from the trends already present in the last quarters, the Group expects Q4 9M 2024 Results Guidance Opex containment initiatives
expects to close the year with consolidated revenues close to 580m€.
consolidated revenues substantially in line with those of the previous quarters and therefore
This document and all of its contents are property of CAREL. All unauthorised use, reproduction or distribution of this document or the information contained in it, by anyone other than CAREL, is severely forbidden.

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


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

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Source: Company information

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Source: Company information Note: 1) developed with partners


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CAREL general strategy for 2023-2026 will be oriented to the research for new innovative technological solutions with a major focus on energy saving, transition to natural refrigerants, widening high-efficiency solutions offer and geographical expansion
Source: Company information
HVAC to consolidate its market leadership
A
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Human Resources
Industrial Footprint and Lean Approach
Disciplined bolt-on M&A
Innovation
Increase focus on Services
Refrigeration to increase market share
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In Europe
Source: Company elaborations as of 31 December 2022 based on Building Services Research and Information Association data as of 31 December 2021
Note: 1) the rest of the market is mainly driven by proprietary solutions 2) tested by third-party laboratory compared to Top-ten EU benchmarks; 3) compared to average semi-hermetic

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Source: Company information










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Source: Company elaborations as of 31 December 2022 based on Building Services Research and Information Association data as of 31 December 2021

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Large diversified competitors EM / Low cost competitors Vertical niche approach ✓✓✓ ✓✓ ✓✓✓ Innovation pace & knowledge of final applications ✓✓✓ ✓✓ ✓ Integrated solutions ✓✓✓ ✓✓ ✓ Global operations ✓✓✓ ✓✓✓ ✓ Flexibility for tailored solutions ✓✓✓ ✓✓ ✓✓✓ Economies of scale ✓✓✓ ✓✓ ✓ Leveraging on HVAC experience… …CAREL is a leader in innovation HEOS SISTEMA Waterloop system with DC tech for refrigeration HECU SISTEMA High efficiency condensing unit control for multi-split refrigeration system HEEZ Control solution for refrigerated merchandiser with rotary DC tech 2015 2014 2017 2018 EMJ Winner at China Refrigeration award 2018 2020 IJ Highly customizable controller with advanced connectivity
Source: Company information and elaborations


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Source: Company information Note: 2015-2023 IFRS
Note: 1) Including the contribution from M&A and the impact of the non recurring IPO Costs (~8m€ in 2018) 2) Operating cash calculated as cash flow from operations – Net Capex;
Pursuing additional opportunities improving services offer with IoT and advanced monitoring solutions
Cross-selling and upselling exploiting high-efficiency trends

Consolidation of leadership positions in HVAC Growth in Refrigeration
Geographical expansion through the introduction of innovative solutions in new geographies
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CAREL has performed detailed analyses and scouting of potential targets, thus promoting an opportunistic approach with a focus on 3 MAIN EXPANSION AREAS:



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• Company profile: Klingenburg GmbH and Klingenburg International Sp. Z.o.o. are leading producers of a wide range of products used mainly for heat recovery in ventilation and humidification systems, adiabatic cooling and air purification.
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*The transaction included the real estate complex that houses the company's headquarters, which was valued separately.




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