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Cembre Interim / Quarterly Report 2024

Sep 13, 2024

4425_ir_2024-09-13_4011db1b-104f-4d85-a5d1-6d9ef5cda51c.pdf

Interim / Quarterly Report

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FINANCIAL REPORT

2024 HALF-YEARLY

Cembre S.p.A.

Head Office: Via Serenissima 9, Brescia, Italy Share Capital: EUR 8,840,000 (fully paid-up). Registration no: 00541390175 (Commercial Register of Brescia)

This document contains translations of the Interim Report drawn up in the Italian language

CONTENTS

Group Structure 1
Consolidated Interim Report of the Cembre Group for the 1st Half of 2024 2
Attachment 1: Comparative Consolidated Income Statement 17
Attachment 2: Composition of Corporate Boards 18
Condensed Consolidated Interim Financial Statements at June 30, 2024
Consolidated Statement of Financial Position 20
Consolidated Comprehensive Income Statement 21
Consolidated Statement of Cash Flows 22
Statement of Changes in the Consolidated Shareholders' Equity 23
Notes to the Condensed Consolidated Interim Financial Statements 24

Certification of the Condensed Consolidated Interim Financial Statements at June 30, 2024 pursuant to Article 81-ter of CONSOB Regulation no. 11971/99, as amended and supplemented. 50

Report of the Independent Auditors on the limited audit 51

Group Structure as at June 30, 2024

Interim report on operations of the Cembre Group for the 1st half of 2024

Operating review

The 1st half of 2024 confirmed the growth of the Cembre Group turnover, with consolidated sales in the second quarter close to €61 million, bringing total Group turnover for the first six months to €119.5 million, marking a 1.6% increase over the 1st half of 2023.

The performance of consolidated sales by geographical areas in the 1st half of 2024 shows 5.2% growth in the Italian market, with sales equal to €54.7 million. Revenues in the European market (excluding Italy) declined slightly by 0.8% to €53.5 million, while sales in non-European markets recorded a decrease of 3.4%, with revenues equal to €11.3 million. In the 1st half of 2024, 45.8% of revenues from sales were represented by Italy (as compared with 44.2% in the 1st half of 2023), 44.8% by the rest of Europe (45.9% in the 1st half of 2023), and the remaining 9.4% by the rest of the World (9.9% in the 1st half of 2023).

(euro '000) 1st half of
2024
1st half
of
2023
Change 1st half
of
2022
1st half of
2021
1st half
of
2020
1st half of
2019
Italy 54,717 52,019 5.2% 46,387 36,377 25,398 30,798
Rest of Europe 53,520 53,946 -0.8% 47,127 39,567 30,383 35,727
Rest of the World 11,276 11,677 -3.4% 10,845 8,603 8,875 10,353
Total 119,513 117,642 1.6% 104,359 84,547 64,656 76,878

The summary table of sales by geographical area is reported below:

Revenues from sales and services (net of intra-group sales), in thousands of Euros, are broken down between the various companies as follows:

(euro '000) 1st half of
2024
1st half
of
2023
Change 1st half
of
2022
1st half of
2021
1st half
of
2020
1st half of
2019
Cembre S.p.A. (IT) 66,716 64,251 3.8% 59,994 46,948 33,279 40,361
Cembre Ltd. (UK) 14,171 13,412 5.7% 12,251 10,983 7,642 10,401
Cembre S.a.r.l. (F) 8,040 7,475 7.6% 5,772 5,956 4,309 5,633
Cembre España S.L.U.
(E)
11,470 11,318 1.3% 8,691 6,548 5,495 6,045
Cembre GmbH (D) 11,591 13,519 -14.3% 11,191 9,335 7,956 7,689

Cembre Inc. (USA) 7,525 7,667 -1.9% 6,460 4,777 5,975 6,749
Total 119,513 117,642 1.6% 104,359 84,547 64,656 76,878

In the 1st half of 2024, Group companies reported the following results, prior to

consolidation:

Net result prior to consolidation
(euro '000) 1st half of
2024
1st half
of
2023
Change 1st half
of
2022
1st half of
2021
1st half
of
2020
1st half of
2019
Cembre S.p.A. (IT) 19,439 24,175 -19.6% 18,463 14,166 7,811 14,016
Cembre Ltd. (UK) 903 916 -1.4% 974 1,126 330 1,150
Cembre S.a.r.l. (F) 240 302 -20.6% 145 130 50 420
Cembre España S.L.U.
(E)
1,112 1,197 -7.1% 790 439 191 312
Cembre GmbH (D) 244 879 -72.2% 757 474 241 344
Cembre Inc. (USA) 23 167 -85.9% 478 311 291 554

For a more direct assessment of the effect of foreign exchange translations, we include below sales figures of Group companies operating outside the euro area in the respective currency:

Net result prior to consolidation in foreign currency
(euro '000) Curre
ncy
1st half
of
2024
1st half
of
2023
Change 1st half
of
2022
1st
half of
2021
1st half
of
2020
1st half
of
2019
Cembre Ltd. (UK) Gbp 791 802 -1.4% 820 977 289 1,005
Cembre Inc. (USA) US\$ 25 180 -86.3% 522 375 321 626

In order to provide a better understanding of the consolidated results for the 1st half of 2024, a Comparative Consolidated Income Statement is provided as Attachment "1", which shows the percentage changes compared to the same period in 2023.

Consolidated gross operating profit for the half-year amounted to €34,852 thousand, representing a 29.2% margin on sales, down 9.8% on the corresponding period in 2023 when it amounted to €38,649 thousand, representing a 32.9% margin on sales. This decrease was due to the increase in the impact of the cost of goods sold from 30.8% to 32.5%, as well as the increase in the impact of personnel costs from 24.2% to 26.1%. The average number of Group employees in the period went from 856 in the 1st half of 2023 to 888 in the 1st half of 2024.

Consolidated operating profit for the period amounted to €28,351 thousand, representing a 23.7% margin on sales, down 12.6% on €32,428 thousand in the 1st half of 2023, when it represented a 27.6% margin on sales.

Consolidated profit prior to taxes for the period amounted to €28,551 thousand, representing a 23.9% margin on sales, down 12.0% on €32,450 thousand in the 1st half of 2023, when it represented a 27.6% margin on sales.

Net profit for the half-year amounted to €20,823 thousand, representing a 17.4% margin on sales, down 12.8% on €23,880 thousand in the 1st half of 2023, when it represented a 20.3% margin on sales.

The net financial position went from a surplus of €18.2 million as at December 31, 2023, to a deficit of €6.2 million as at June 30, 2024. The financial position was affected by the payment of €30.2 million in dividends and capital expenditure in fixed assets made by the Parent Company, amounting to €13.0 million. At June 30, 2023, the net financial position presented a deficit of €5.2 million; for details of the net financial position, please refer to Note 29 of the Explanatory Notes to the condensed consolidated interim financial statements.

Capital expenditure

Capital expenditure by the Group in the 1st half of 2024 with regard to fixed assets, gross of amortization and depreciation, is broken down as follows:

(euro '000) 1st half of 2024 1st half of 2023 Change
Capital expenditure on intangible fixes assets 899 749 150
Capital expenditure on tangible fixes assets 12,092 7,029 5,063
Total 12,991 7,778 5,213

For more information on capital expenditure, please refer to Notes 1 and 3 of the Explanatory Notes to the condensed consolidated interim financial statements.

Definition of alternative performance indicators

In compliance with CONSOB Communication n. DEM/6064293 dated July 28, 2007, below we define the alternative performance indicators used in the present document to illustrate the financial and operating performance of the Group:

Gross Operating Result (EBITDA): defined as the difference between sales revenues and costs for materials, of services received, and the net balance of operating income and charges. It represents the profit prior to depreciation, amortization and write-downs, financial flows and taxes.

Operating Result (EBIT): defined as the difference between the Gross Operating Result and the value of amortization/impairment. It represents the profit before cash flows and taxes.

Net Financial Position: it represents the algebraic sum of cash and cash equivalents, financial receivables and current and non-current financial debt.

Main risks and uncertainties

Risks connected to the economic situation

The economic and financial situation of the Group is influenced by macroeconomic factors such as changes in the Gross Domestic Product, consumer and business confidence, changes in interest rates and the cost of raw materials, as well as the repercussions of the various international crises connected to ongoing conflicts.

Global activity and trade strengthened around the start of the year, with trade boosted by strong exports from Asia, particularly in the technology sector. Compared to the April 2024 World Economic Outlook (WEO), first quarter growth was surprisingly robust in many countries, although, notably, it did not meet expectations in Japan and the US. In the US, after an extended period of strong overperformance, a sharper-than-expected slowdown in growth reflected a moderation in consumption and a negative contribution from net trade. In Japan, surprising negative growth resulted from temporary supply disruptions linked to the closure of a major automotive plant in the first quarter. On the other hand, the beginnings of an economic recovery have materialised in Europe, driven by an improvement in services. In China, the recovery in domestic consumption drove positive growth in the first quarter, aided by what appeared to be a temporary increase in exports that belatedly tied in with last year's increase in global demand. These developments have somewhat reduced divergences in production between economies,

as cyclical factors are declining and activity is becoming more aligned with its potential. Global growth is expected to be in line with the World Economic Outlook (WEO) forecast of April 2024, at 3.2% in 2024 and 3.3% in 2025.

Risks connected with the market

The Group protects its market position by pursuing ongoing innovation, the widening of the product range, and by introducing into production processes the most advanced methods and machinery, while also implementing, with the help of its foreign subsidiaries, targeted marketing policies and pursuing a policy of market expansion where the Group has less of a presence.

Credit risk

Cembre and its subsidiaries focused over time on a careful selection of customers, managing prudently sales to those that do not possess an adequate credit standing. The Group has accrued a provision for doubtful accounts and their management, constantly monitoring past due amounts and soliciting payment when terms have expired. In addition, in order to further reduce this type of risk, Cembre S.p.A. and Cembre España SLU have stipulated an insurance policy with a leading insurance company against commercial credit losses.

Exposure to credit risk relates exclusively to trade receivables.

Liquidity risk

Thanks to its solid financial position, the Group is not currently subject to particular liquidity risk, even in case the cash flow generated by operations should decline drastically.

Interest rate risk

As at June 30, 2024, the Parent Company Cembre S.p.A. has loans in place. The nature of the rates applied and the relatively short-term maturity protect the Group from any possible fluctuations in interest rates.

Currency risk

Despite its strong international presence, the Group does not have a significant exposure to currency risk, as it operates almost entirely in the euro area, the currency in which the vast majority of its trade transactions are mainly denominated.

Exposure to currency risk is basically limited to sales in US dollars and British pounds, but the size of these transactions is not significant in influencing the overall performance of the Group or its financial position.

Integrity and reputation risk

Possible illicit behaviour of employees, aimed at obtaining benefits for themselves and for the Group, can imply the risk of a loss of reputation and of sanctions against the Group. To prevent the risk of these occurrences and in line with Legislative Decree 231/2001, the Parent Company Cembre S.p.A. adopted an organisational, management and control model that identifies processes that are subject to risk and establishes the conduct that the various persons are to engage in while carrying out their tasks. The model was illustrated to employees through specific training sessions. The Parent Company constantly integrates and upgrades the model. The Code of Ethics was adopted at Group level, containing the values and principles that all Group companies must be inspired by in carrying out their activities.

Risks and effects linked to climate change

Climate change is one of the biggest challenges that companies and institutions will have to face in the coming years. At present, it is very complex to estimate the effects that this process may bring in the long run; however, it is possible to begin to make a rough assessment of what may be the critical areas of the Group business and what may be the possible solutions to be put in place, in order to prevent the most onerous effects of climate change and possible restrictions imposed by Governments to try to reverse this dangerous process.

Geographically, as also highlighted in the 2023 risk map published by SACE, a company specialising in credit and investment insurance controlled by the Ministry of Economy and Finance, the Group companies are not located in areas that may be subject to extreme

weather events, such as to jeopardise the continuation of business. The Cembre Group has always paid particular attention to the safety and maintenance of its buildings, with an eye also to environmentally friendly solutions, as evidenced, for example, by its investment in earthquake-proofing of structures or the use of light chimneys to improve natural lighting in offices.

In particular, Cembre has focused on the following climate change mitigation projects:

• sustainable mobility: Cembre confirms its commitment to sustainable mobility. In the first six months of 2024, more than 15 tCO2eq were avoided thanks to the initiatives undertaken, demonstrating that investments in this area are generating a positive and tangible impact.

• energy efficiency: Cembre has already achieved significant milestones in this area and will continue to work to reduce its energy consumption. An energy efficiency programme has been initiated within the Group. This programme will reduce energy consumption and save costs. In the first six months of 2024 at the Brescia site, 47 conventional lighting fixtures were replaced with 45 LED lighting fixtures. This resulted in energy savings of 56% for the lighting of the areas concerned.

• reduction of greenhouse gas emissions: Cembre is actively engaged in this direction and has started a process to measure the carbon footprint of its products according to UNI EN ISO 14067:2018 standard. This process, based on life cycle assessment, makes it possible to analyse product environmental impact throughout the entire production and consumption chain. In 2023, the model development phase was completed to measure the carbon footprint of the connector family using SimaPro software. By the end of 2024, the model will be extended to the marking family.

• photovoltaic energy: during the first six months of 2024, the photovoltaic system installed at the Brescia site produced more than 0.8 GWh of electricity, thus reducing dependence on the market and covering around 14.5% of the plant's total energy needs.

• technological innovations: innovation is a fundamental pillar of Cembre's business model and a strategic driver for company growth. Technological innovations can make a

significant contribution to sustainability. Cembre invests in new technologies to improve the energy efficiency of its operations. These technologies will reduce energy consumption and contribute to combating climate change. Cembre also invests in research and development to develop products with a lower environmental impact.

The Group production process has an extremely limited impact on the environment, as evidenced by the analyses carried out periodically by external bodies. Furthermore, fixed assets and plants are cyclically renewed, thus ensuring compliance with the latest standards and regulations.

The electrical connection segment, in which the Group operates, could be positively affected by the increasing use of electricity as a driving force. In recent years, the range of battery-powered tools has been increasingly expanding, which now provide performance comparable to endothermic-powered machinery, but with the absence of combustion emissions. This focus on innovation, which is also aimed at respecting the sustainability of the Group offer, makes the risk of a loss of value that would jeopardise the Group operations extremely remote.

The Group believes that its business model and products will still be attractive following the transition to a low-emission economy.

Climate change entails a broad spectrum of possible impacts for the Group arising from both physical and transition risks. When making new investments, the Group takes into account the possible future impacts that climate change may have on their usability and useful life. It also closely monitors regulatory developments and changes, such as new climate-related regulations and standards.

Climate-related issues may increase the uncertainty of the estimates and assumptions regarding certain elements or items of the financial statements.

Environmental management and protection of occupational health and safety

Cembre relies its internal control system on company procedures relevant to the prevention and monitoring of operational risks for the environmental part according to the orientation and line of UNI EN ISO 14001:2015 and for the workplace health and safety part, according to the orientation and line of the UNI EN ISO 45001:2018 standard.

The certification of the Environmental and Safety Management System of the Group's production sites allows us to ensure the application of common, shared and respectful behavioural guidelines towards the environment where they are based, and towards the protection of their workers.

This management system is monitored through internal and external audits and through the Management Review.

Through the implementation of operating procedures strictly in line with regulations regarding environmental protection, workplace safety and the application of principles for sustainable development Cembre can:

  • create opportunities to protect the environment by preventing or mitigating environmental impacts, in which it is present;
  • fulfil its compliance obligations;
  • improve environmental performance;
  • design and manufacture products using materials and processes that ensure the protection of the environment throughout the life of the product, from manufacturing to disposal;
  • reduce as much as possible the risk of injuries and accidents during working activities and while using its products;
  • guarantee occupational well-being;
  • create new and important opportunities for growth by developing synergy between values, economy and productive development.

Research, development and technological innovation

The costs for the personnel of Cembre S.p.A. dedicated to product Research and Development amounted to a total of €408 thousand, of which €217 thousand for research and €191 thousand for development activities. Costs for external supplies and the

provision of services amounted to €69 thousand for research and €156 thousand for development.

Below we include a brief description of the projects undertaken in the 1st half of the year. The description, in some cases, will be deliberately lacking in details, because some products are not yet in production and in some cases they are the subject of patent applications still pending.

As set forth in the reference standards, eligible development costs are capitalised and recorded under intangible assets.

Cable lugs and cable glands

There were 83 projects for new products. Each study involved both new connectors and new cable glands and machinery for their manufacturing.

A range of connectors for the German market will be manufactured with a higher degree of automation at Cembre, optimizing costs and ensuring high numbers. The new equipment is in the design phase, while the stations with critical operations are already in the prototyping phase and will be validated during the second half of the year.

A new range of connectors for the foreign market was designed with a design-to-cost approach, optimizing costs linked to the use of raw materials and refining the manufacturing process as much as possible. By the end of the year, the entire range will be available, giving the sales force the opportunity to introduce it to the market in early 2025.

A second and important range of connectors for the foreign market has been analysed and designed but, in order to have competitive costs in the target market, a new manufacturing technology will need to be introduced, which is currently being evaluated by the Industrialisation department.

The development of the new mechanical connector for splicing cables of different crosssections has been completed, which required the refinement of some manufacturing processes and will begin the certification process during the second half of the year. The

entire connector family will later be sampled and certified so that the range can be completed in 2025.

In parallel with development projects, Cembre continues to be committed to optimising crimping dies and developing new ones based on market requirements. The same applies to the UL certification of connector ranges already in the catalogue in response to increasingly high quality demands from customers.

As far as panel clamps are concerned, the range is being expanded in order to cover the greater number of requests deriving from different market needs.

The new modular cable entry range for cable assemblies, consisting of split frames and dedicated grommets, was presented at the SPS automation trade fair. This product family was developed by overcoming the limitations of competing products and increasing quality levels, especially with a view to certification. The range's accessories will be completed during the second half of this year, while a new range of cable entry systems will be presented next year. Cembre expects to be working on the expansion and improvement of the cable entry system family over the coming years. At production level, in order to optimise final product costs, Cembre introduced a new manufacturing process in the company and developed all of the necessary equipment for its automation.

Railway tools and equipment

There were 96 projects for equipment related to the maintenance of railway systems and tools in the industrial sector.

Work has begun on a new tool for railway maintenance that will have to be lightweight and easy to handle, as well as low cost in order to be competitive in the market. The benchmarking and feasibility analysis phase was carried out during the first half of the year, and the design phase is ongoing with the aim of being able to bring the machine to market as soon as possible. In parallel with this development, two cost reduction projects for catalogue railway machines are underway, which will complete Cembre's offer.

Two new electro-hydraulic tools for dieless crimping, i.e. without dedicated dies but using a special punch capable of ensuring compliant crimping within the tool's range, have been completed and introduced into the market.

During the first half of the year, the new manufacturing process introduced at Cembre required for the creation of the new rail drilling tool dedicated to the American market was refined. The final production details are being finalised and during the second half of the year the tools will be added to the catalogue.

During the first half of the year, an innovative electric machine for railway track maintenance was designed that will allow Cembre to introduce new product technologies and offer the market a machine with advantages over its competitors. The project will end next year.

The design, prototyping and development and validation testing of a new ultra-compact electro-hydraulic tool that may have various applications has been completed.

Cable marking

There were 19 projects for new products for industrial marking. Studies also included the related manufacturing tools.

A new plastic material with excellent mechanical properties and especially suitable for outdoor applications has been tested and validated. Throughout the first half of the year, new tags were defined and the associated equipment was designed, which is currently under construction and will be completed by the end of the year.

A new terminal board, and the injection mould to produce it, dedicated to the German market is currently being designed and will be included in the catalogue by year-end.

Transactions with related parties

For a description of transactions with related parties, please refer to the notes to the condensed consolidated interim financial statements.

Absence of management and coordination

Despite the fact that article 2497-sexies of the Italian Civil Code states that "it is presumed that, unless otherwise proved, the management and coordination activities of companies is exercised by the company or entity that is required to consolidate the same in its accounts or that, in any case, controls the former company pursuant to article 2359 of the Italian Civil Code", Cembre S.p.A. believes that it operates in full autonomy with respect to its parent company Lysne S.p.A..

In particular, as a non-exhaustive example, the Company manages autonomously its own treasury and the relationships with its customers and suppliers, and it does not make use of any service provided by its parent company.

The relationships with Lysne S.p.A. are limited to the normal exercise of shareholders rights on the part of the parent company.

Companies incorporated under the laws of States that are not part of the European Union

Cembre S.p.A. controls two companies incorporated and regulated under the laws of States that are not part of the European Union, namely Cembre Inc. with registered office in New Jersey (USA) and Cembre Ltd with registered office in Birmingham (UK).

The company deems the administrative, accounting and reporting systems currently in use to be adequate in supplying regularly its Management and the Parent company independent auditors with the operating and financial information necessary for the preparation of the consolidated financial statements.

The accounts prepared by said companies and used in the preparation of their annual consolidated financial statements, are audited and made available to the public, as provided by current regulations.

Cembre S.p.A. is active in ensuring an adequate flow of information from Cembre Inc. and Cembre Ltd to the Parent company independent auditors and it believes the current communication process in place with the independent auditors to be effective.

Cembre S.p.A. possesses the by-laws, the composition and powers of the company boards of Cembre Inc. and Cembre Ltd and directives ensuring the timely transmission of any information regarding the update of such information have been issued.

Treasury shares and shares of parent companies

At June 30, 2024, the number of own shares held by Cembre S.p.A. was 202,541, corresponding to 1.19% of the capital stock. No treasury shares were purchased or sold in the 1st half of 2024. The shareholders' meeting of Cembre S.p.A. held on April 29, 2024 approved the authorisation to purchase treasury shares, effective for the 18 months subsequent to the date of the meeting.

Report on corporate governance and ownership structure

In compliance with the regulatory obligations contained in article 123-bis of Legislative Decree 58, dated February 24, 1998 (Testo Unico della Finanza - Consolidated Law on Finance), we refer to the "Report on corporate governance and ownership structure" which, in addition to providing a general description of corporate governance and of risk management and internal control procedures, contains information regarding the ownership structure of the Company, the adoption of the code of conduct and the observance of the resulting commitments. Said Report is available in the Investor Relations section of the Group's institutional web site www.cembre.it.

Subsequent events

No event having significant effects on the Group financial position or on the operating performance occurred after the end of the 1st half of the year.

Outlook

In consideration of the uncertainty of the current economic situation, with persistent geopolitical tensions, making forecasts is extremely difficult. In any case, the Cembre Group consolidated turnover is expected to grow in 2024 and the consolidated economic result is expected to be positive.

Attachments

This document includes the following attachments:

Attachment 1 Comparative consolidated income statement as at June 30, 2024.

Attachment 2 Composition of corporate boards.

Brescia, September 12, 2024

FOR THE BOARD OF DIRECTORS OF THE PARENT COMPANY CEMBRE S.P.A. The Chairman and Managing Director

Giovanni Rosani

Attachment 1 - Report on Operations for the 1st Half 2024

Comparative Consolidated Income Statement

1st Half % 1st Half % Change
2024 of sales 2023 of sales
(€ '000)
Revenues from contracts with customers 119.513 100,0% 117.642 100,0% 1,6%
Other revenues 657 460 42,8%
TOTAL REVENUES 120.170 118.102 1,8%
Cost of goods and merchandise (42.561) -35,6% (37.451) -31,8% 13,6%
Change in inventories 3.736 3,1% 1.238 1,1%
Cost of goods sold (38.825) -32,5% (36.213) -30,8% 7,2%
Cost of services received (14.459) -12,1% (14.383) -12,2% 0,5%
Lease and rental costs (228) -0,2% (155) -0,1% 47,1%
Personnel costs (31.244) -26,1% (28.454) -24,2% 9,8%
Other operating costs (933) -0,8% (924) -0,8% 1,0%
Increase in assets due to internal construction 589 0,5% 851 0,7% -30,8%
Write-down of receivables (135) -0,1% (157) -0,1% -14,0%
Accruals to provisions for risks and charges (83) -0,1% (18) 0,0% 361,1%
GROSS OPERATING PROFIT 34.852 29,2% 38.649 32,9% -9,8%
Property, plant and equipment depreciation (4.910) -4,1% (4.658) -4,0% 5,4%
Intangible asset amortization (563) -0,5% (518) -0,4% 8,7%
Depreciation of right of use assets (1.028) -0,9% (1.045) -0,9% -1,6%
OPERATING PROFIT 28.351 23,7% 32.428 27,6% -12,6%
Financial income 234 0,2% 106 0,1%
Financial expenses (174) -0,1% (133) -0,1% 30,8%
Foreign exchange gains (losses) 140 0,1% 49 0,0% 185,7%
PROFIT BEFORE TAXES 28.551 23,9% 32.450 27,6% -12,0%
Income taxes (7.728) -6,5% (8.570) -7,3% -9,8%
NET PROFIT 20.823 17,4% 23.880 20,3% -12,8%

Attachment 2 to the Interim report on operations of the Cembre Group for the 1st half of 2024

CORPORATE BOARDS

Board of Directors

Giovanni Rosani Chairman and Managing Director
Aldo Bottini Bongrani Deputy Chairman
Anna Maria Onofri Director
Sara Rosani Director
Felice Albertazzi Director
Franco Celli Director
Paola Carrara Independent Director
Elisabetta Ceretti Independent Director

Board of Statutory Auditors

Stefano Colpani Chairman
Riccardo Astori Auditor
Rosanna Angela Pilenga Auditor
Maria Grazia Lizzini Substitute Auditor
Alessandra Biggi Substitute Auditor

Independent Auditors

EY S.p.A.

This situation is updated at September 12, 2024.

The Board of Directors and the Board of Statutory Auditor term expires with the approval of the Financial Statements at December 31, 2026.

The Chairman holds by statute (article 18) powers of legal representation of the Company; the Board of Directors conferred to the Chairman and Managing Director Giovanni Rosani all the ordinary management powers not specifically reserved to it by law, including exclusive powers over the organization, management and monitoring of the internal control system.

In case of absence or impediment of the Chairman and Managing Director Giovanni Rosani, Deputy Chairman Aldo Bottini Bongrani holds all ordinary management powers not reserved to the Board by law. All Managing Directors must keep the Board of Directors informed of all the relevant transactions concluded in the context of their mandate. The Board of Directors has approved rules that define which particularly relevant transactions may be concluded exclusively by the same.

Consolidated Financial Statements at June 30, 2024

Consolidated Statements of Financial Position

ASSETS Notes June 30, 2024 Dec. 31, 2023
(euro '000) of which: related of which: related
NON CURRENT ASSETS parties parties
Property, plant and equipment 1 97.609 90.252
Investment property 2 709 729
Intangible assets 3 5.049 4.712
Goodwill 4 4.608 4.608
Right of use assets 5 6.370 3.392 6.422 3.725
Other investments 5 5
Other non-current assets 6 166 78
Deferred tax assets 15 3.637 3.446
TOTAL NON-CURRENT ASSETS 118.153 110.252
CURRENT ASSETS
Inventories 7 74.143 68.743
Trade receivables 8 55.905 42.493
Other financial assets 9 - 4.000
Tax receivables 26 1.709 1.583
Other receivables 10 1.171 1.250
Cash and cash equivalents 19.444 20.882
TOTAL CURRENT ASSETS 152.372 138.951
NON-CURRENT ASSETS AVAILABLE FOR SALE - -
TOTAL ASSETS 270.525 249.203
LIABILITIES AND SHAREHOLDERS' EQUITY Notes June 30, 2024 Dec. 31, 2023
(euro '000) of which: related of which: related
SHAREHOLDERS' EQUITY parties parties
Capital stock 11 8.840 8.840
Reserves 11 167.394 156.051
Net profit 20.823 40.828
TOTAL SHAREHOLDERS' EQUITY 197.057 205.719
NON-CURRENT LIABILITIES
Non-current financial liabilities 12 7.798 2.971 4.693 3.305
Employee termination indemnity and other personnel benefits 13 1.748 144 1.751 139
Provisions for risks and charges 14 243 28 691 165
Deferred tax liabilities 15 3.349 3.570
TOTAL NON-CURRENT LIABILITIES 13.138 10.705
CURRENT LIABILITIES
Current financial liabilities 12 17.842 788 1.968 771
Trade payables 16 17.390 14.829
Tax payables 26 11.553 4.193
Other payables 17 13.545 174 11.789 313
TOTAL CURRENT LIABILITIES 60.330 32.779
LIABILITIES ON ASSETS HELD FOR DISPOSAL - -
TOTAL LIABILITIES 73.468 43.484
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 270.525 249.203

Consolidated Financial Statements at June 30, 2024

Statement of Consolidated Comprehensive Income

Notes 1st Half 2024 1st Half 2023
(euro '000) of which: related of which: related
parties parties
Revenues from contracts with customers 18 119.513 117.642
Other revenues 19 657 460
TOTAL REVENUES 120.170 118.102
Cost of goods and merchandise (42.561) (37.451)
Change in inventories 7 3.736 1.238
Cost of services received 20 (14.459) (452) (14.383) (466)
Lease and rental costs 23 (228) (155)
Personnel costs 21 (31.244) (217) (28.454) (202)
Other operating costs 22 (933) (924)
Increase in assets due to internal construction 23 589 851
Write-down of receivables 8 (135) (157)
Accruals to provisions for risks and charges 24 (83) (18)
GROSS OPERATING PROFIT 34.852 38.649
Property, plant and equipment depreciation 1-2 (4.910) (4.658)
Intangible asset amortization 3 (563) (518)
Depreciation of right of use assets 5 (1.028) (400) (1.045) (423)
OPERATING PROFIT 28.351 32.428
Financial income 25 234 106
Financial expenses 25 (174) (67) (133) (59)
Foreign exchange gains (losses) 31 140 49
PROFIT BEFORE TAXES 28.551 32.450
Income taxes 26 (7.728) (8.570)
NET PROFIT FROM ORDINARY ACTIVITIES 20.823 23.880
NET PROFIT FROM ASSETS HELD FOR DISPOSAL - -
NET PROFIT 20.823 23.880
Items of the other comprehensive income that will be reclassified
subsequently to profit or loss
Conversion differences included in equity 717 408
COMPREHENSIVE INCOME 27 21.540 24.288
BASIC EARNINGS PER SHARE 28 1,24 1,42
DILUTED EARNINGS PER SHARE 28 1,24 1,42

Consolidated Financial Statements at June 30st, 2024

Consolidated Statement of Cash Flows

1st Half 1st Half
2024 2023
€ '000
A) CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD 20.882 15.028
B) CASH FLOW FROM OPERATING ACTIVITIES
Net profit for the period 20.823 23.880
Income taxes 7.728 8.570
Financial charges/(Financial profits) (60) 27
(Gains)/Losses on disposal of assets (57) (43)
Depreciation, amortization and write-downs 6.502 6.221
Net change in Employee Termination Indemnity (3) 7
Net change in provisions for risks and charges (448) 77
Stock options plan IFRS2 remeasurement 34 56
Operating profit (loss) before change in working capital 34.519 38.795
(Increase) Decrease in trade receivables (13.412) (17.653)
(Increase) Decrease in inventories (5.400) (1.356)
Increase (Decrease) of trade payables 2.561 (3.025)
(Increase) Decrease in working capital (16.251) (22.034)
Other changes 1.622 1.475
Interests received/(Interests paid) 60 (27)
(Paid income taxes) (696) (4.011)
NET CASH FLOW (USED IN)/FROM OPERATING ACTIVITIES 19.254 14.198
C) CASH FLOW FROM INVESTING ACTIVITIES
Capital expenditure on fixed assets:
- intangible (899) (749)
- tangible (12.092) (7.029)
- financial (88) -
Proceeds from disposal of tangible, intangible, available-for-sale financial assets
- tangible 70 52
- financial - 1
NET CASH FLOW (USED IN)/FROM INVESTING ACTIVITIES (13.009) (7.725)
D) CASH FLOW FROM FINANCING ACTIVITIES
(Increase) Decrease in other non current assets 4.000 15.000
Increase (Decrease) in bank payables 19.002 666
Repayment of leasing liabilities (1.000) (1.002)
Changes in reserves (44) -
Dividends distributed (30.235) (23.495)
NET CASH FLOW (USED IN)/FROM FINANCING ACTIVITIES (8.277) (8.831)
E) INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (B+C+D) (2.033) (2.358)
F) Foreign exchange conversion differences 595 263
G) CASH AND CASH EQUIVALENTS AT END OF THE PERIOD (A+E+F) 19.444 12.933
Of which: assets held for disposal - -
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD 19.444 12.933
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD 19.444 12.933
Current financial liabilities (17.842) (12.864)
Non current financial liabilities (7.798) (5.297)
NET CONSOLIDATED FINANCIAL POSITION (6.196) (5.228)
BREAKDOWN OF CASH AND CASH EQUIVALENTS AT END OF THE PERIOD
Cash 12 6
Bank deposits 19.432 12.927
19.444 12.933

Consolidated Financial Statements at June 30st, 2024

Statement of Changes in the Consolidated Shareholders' Equity

(€ '000) Balance at
December 31,
2023
Allocation of
profit to
reserves
Allocation of
profit to
dividends
Stock options
plan: IFRS2
measurement
Stock options
plan: Shares
assignment
Comprehensive
income of the
period
Balance at
June 30, 2024
Capital stock 8.840 - - - - 8.840
Share premium reserve 12.245 - - - - 12.245
Legal reserve 1.768 - - - - 1.768
Reserve for own shares (3.844) - - - - (3.844)
Suspended-tax revaluation reserve 585 - - - - 585
Other suspended-tax reserves 68 - - - - 68
Reserve for previous years' profits 30.526 1.149 - - - 31.675
Conversion differences (1.400) 50 - - 717 (633)
Extraordinary reserve 107.358 9.394 - 7 - 116.758
Reserve for FTA 3.715 - - - - 3.715
Reserve for discounting of Employee
Termination Indemnity
347 - - - - 347
Merger surplus reserve 4.397 - - - - 4.397
Stock options reserve 286 - - 27 - 313
Retained earnings - - - - - -
Net profit 40.828 (10.593) (30.235) - 20.823 20.823
Total Shareholders' Equity 205.719 - (30.235) 34 - 21.540 197.057
(€ '000) Balance at
December 31,
2022
Allocation of
profit to
reserves
Allocation of
profit to
dividends
Stock options
plan: IFRS2
measurement
Stock options
plan: Shares
assignment
Comprehensive
income of the
period
Balance at
June 30, 2023
Capital stock 8.840 - - - - 8.840
Share premium reserve 12.245 - - - - 12.245
Legal reserve 1.768 - - - - 1.768
Reserve for own shares (4.129) - - - - (4.129)
Suspended-tax revaluation reserve 585 - - - - 585
Other suspended-tax reserves 68 - - - - 68
Reserve for previous years' profits 27.726 2.802 - - - 30.528
Conversion differences (1.440) - - - 408 (1.032)
Extraordinary reserve 101.722 5.621 - (24) - 107.319
Reserve for FTA 3.715 - - - - 3.715
Reserve for discounting of Employee
Termination Indemnity
347 - - - - 347
Merger surplus reserve 4.397 - - - - 4.397
Stock options reserve 333 - - 80 - 413
Retained earnings - - - - - -
Net profit 31.918 (8.423) (23.495) - 23.880 23.880
Total Shareholders' Equity 188.095 - (23.495) 56 - 24.288 188.944

Explanatory notes to the condensed consolidated interim financial statements as at June 30, 2024

I. CORPORATE INFORMATION

Cembre S.p.A. is a joint-stock company with registered office in Brescia, Via Serenissima 9. The company is listed on the MTA (screen-based equities market) managed by Borsa Italiana S.p.A.

Cembre S.p.A. and its subsidiaries (hereinafter referred to jointly as "the Cembre Group" or "the Group") are active primarily in the manufacturing and sale of electrical connectors and related tools.

The publication of the Interim Financial Report, including these condensed consolidated interim financial statements, was authorised by a resolution of the Board of Directors dated September 12, 2024.

Cembre S.p.A. is controlled by Lysne S.p.A., a holding company with registered office in Brescia, that does not carry out management and coordination activities.

II. PREPARATION CRITERIA AND ACCOUNTING STANDARDS

Preparation criteria

The condensed consolidated interim financial statements as at June 30, 2024 were prepared in accordance with the provisions of IAS 34 "Interim financial reporting".

The condensed consolidated interim financial statements do not include all the economic and financial information required in the annual financial statements and it must be read in conjunction with the Group annual financial statements as at December 31, 2023. Unless otherwise indicated, the figures reported in the financial statements and the in the related explanatory notes are expressed in thousands of euro.

The scope of consolidation did not change with respect to December 31, 2023 and June 30, 2023.

Relevant accounting standards

The accounting standards adopted in the preparation of these condensed consolidated interim financial statements are those formally approved by the European Union and in force as at June 30, 2024 and they are consistent with those adopted in the preparation of the Group Financial Statements as at December 31, 2023.

Amendments to accounting standards

With reference to the description of recently issued accounting standards, in addition to what is indicated in the last Annual Financial Report, which should be referred to for the details, please take note of the following.

Accounting standards and interpretations issued by the IASB and not yet endorsed by the European Commission

On April 9, 2024, the IASB issued IFRS 18 "Presentation and Disclosure in Financial Statements" to replace IAS 1. In particular, in order to increase information comparability and transparency, IFRS 18: (i) requires the presentation of specific partial results in the income statement and makes limited changes, essentially, to the cash flow statement and balance sheet; (ii) introduces specific disclosures, to be provided in the notes to the financial statements, on management-defined performance measures; and (iii) introduces new principles for the aggregation and disaggregation of information presented in the financial statements. The provisions of IFRS 18 are effective for financial years beginning on or after January 1, 2027.

On May 9, 2024, the IASB issued IFRS 19 "Subsidiaries without Public Accountability: Disclosures", aimed at reducing disclosure requirements for the preparation of the annual (and, if applicable, consolidated) financial statements of companies (which are neither listed nor financial institutions) controlled, directly or indirectly, by a company that prepares its own IFRS consolidated financial statements, available for public use. The provisions of IFRS 19 are effective for financial years beginning on or after January 1, 2027.

On May 30, 2024, the IASB issued amendments to IFRS 9 and IFRS 7 "Classification and Measurement of Financial Instruments" aimed essentially at clarifying the timing of the derecognition of financial liabilities settled through

electronic payment systems and providing clarifications on the classification of financial assets with environmental, social and governance characteristics. The amendments are effective starting from financial years beginning on or after January 1, 2026.

On July 18, 2024, the IASB issued the document "Annual Improvements to IFRS Standards - Volume 11", containing basically technical and editorial amendments to the international accounting standards. The amendments to the accounting standards are effective starting from financial years beginning on or after January 1, 2026.

As things currently stand, the Cembre Group is analysing the recently issued accounting standards and assessing whether their adoption will have a significant impact on the financial statements.

Translation of financial statements expressed in currencies other than the euro

The functional and reporting currency of the Group is the euro.

Financial statements denominated in functional currencies other than the euro are translated according to the following criteria:

  • assets and liabilities are translated at the exchange rate applicable at the date of the financial statements;
  • income statement items are translated at the average exchange rate for the period;
  • foreign-exchange translation differences are recorded in a specific shareholders' equity reserve.

At the time at which a foreign subsidiary is disposed of, accumulated foreign-exchange differences recorded under shareholders' equity relating to the same are taken to the income statement.

Exchange rates applied in the translation of financial statements of subsidiaries are shown in the table below.

Currency Exchange rate as at 06/30/2024 Average exchange rate for the
1st Half of 2024
British pound (€/£) 0.8463 0.8546
US dollar (€/\$) 1.0705 1.0812

The Group activity is not subject to cyclical or seasonal swings with the exception of the slowdown registered in August for the summer holidays, and in December for the Christmas holidays.

IV. SEGMENT DISCLOSURE

IFRS 8 requires segment disclosure to be supplied using the same elements on which management bases internal reporting.

For its analyses, the Cembre Group adopted a disclosure scheme by geographical area based on the location in which the operations of the Company are based or the production process takes place. As the Cembre Group operates in a single business segment called "Electric connectors and related tools and accessories", details based on this element are not usually utilised for the purposes of internal reporting.

1st half of 2024 ITALY EUROPE REST OF
THE
WORLD
Intragroup
elimination
TOTAL
Revenues from contracts with 94,478 46,883 7,528 (29,376) 119,513
customers
Operating profit by segment 24,938 3,372 41 28,351
Net financial charges 200
Income taxes (7,728)
Net profit for the period 20,823
1st half of 2023 ITALY EUROPE REST OF
THE WORLD
Intragroup
elimination
TOTAL
Revenues from contracts with 93,089 47,226 7,703 (30,376) 117,642
customers
Operating profit by segment 27,941 4,264 223 32,428
Net financial charges 22
Income taxes (8,570)
Net profit for the period 23,880

Since the location of customers is different from the location of activities, a breakdown of revenues due from third parties is provided below, based on the location of the customers:

1st half of 2024 1st half of 2023
Italy 54,717 52,019
Europe 53,520 53,946
Rest of the world 11,276 11,677
Total 119,513 117,642

The breakdown of assets and liabilities is shown below:

06/30/2024 ITALY EUROPE REST OF
THE WORLD
TOTAL
Assets and Liabilities
Segment assets
Unassigned assets
194,299 70,672 10,429 275,400
(4,873)
Total assets 270,526
Segment liabilities
Unassigned liabilities
60,317 12,458 1,266 74,041
(575)
Total liabilities 73,466
12/31/2023 ITALY EUROPE REST OF
THE WORLD
TOTAL
Assets and Liabilities
Segment assets
Unassigned assets
180,759 62,639 10,804 254,202
(4,999)
Total assets 249,203
Segment liabilities
Unassigned liabilities
31,614 10,528 1,343 43,485
Total liabilities 43,485
1st Half of 2024 - Other segment information ITALY EUROPE REST OF
THE WORLD
TOTAL
Capital expenditure:
- Tangible fixed assets 9,918 2,063 111 12,092
- Intangible fixed assets 865 34 0 899
Total capital expenditure 12,991
Depreciation and amortisation:
- Tangible fixed assets (4,137) (655) (118) (4,910)
- Intangible fixed assets (428) (134) (1) (563)
- Right of use - leased assets (523) (357) (148) (1,028)
Total amortisation (6,501)
Accruals to provision for employee benefits 819 5 824
Average number of employees 573 274 41 888
1st Half of 2023 - Other segment information ITALY EUROPE REST OF
THE WORLD
TOTAL
Capital expenditure:
- Tangible fixed assets 5,896 1,026 107 7,029
- Intangible fixed assets 732 12 5 749
Total capital expenditure 7,778
Depreciation and amortisation:
- Tangible fixed assets (3,970) (566) (122) (4,658)
- Intangible fixed assets (387) (130) (1) (518)
- Right of use - leased assets (512) (388) (145) (1,045)
Total amortisation (6,221)
Accruals to provision for employee benefits 460 - - 460

V. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. TANGIBLE FIXED ASSETS

Land and
buildings
Plant and
Machinery
Equipment Other
assets
Work in
progress
and
advances
Total
Historical cost 64,048 93,175 16,626 12,219 5,657 191,725
Reassessments
pursuant to law
934 32 - - - 966
Accumulated
amortisation
(19,792) (62,512) (12,133) (8,002) - (102,439)
Balance
as
at
12/31/2023
45,190 30,695 4,493 4,217 5,657 90,252
Increases 448 2,560 165 632 8,287 12,092
Currency
translation
differences
81 44 - 44 - 169
Amortisation (807) (2,957) (442) (684) - (4,890)
Net divestments (5) (4) - (5) 0 (14)
Reclassifications 78 896 971 3 (1,948) 0
Balance
as
at
06/30/2024
44,985 31,234 5,187 4,207 11,996 97,609
Land and
buildings
Plant and
Machinery
Equipment Other
assets
Work in
progres
s and
advance
s
Total
Historical cost 60,973 88,564 15,385 11,894 3,947 180,763
Reassessments
pursuant to law
934 32 - - - 966
Accumulated
amortisation
(18,305) (57,688) (11,315) (7,854) - (95,162)
Balance
as
at
12/31/2022
43,602 30,908 4,070 4,040 3,947 86,567
Increases 1,465 1,992 191 586 2,795 7,029
Currency
translation
differences
68 49 - 29 - 146
Amortisation (773) (2,833) (422) (610) - (4,638)
Net divestments - (6) - (3) - (9)
Reclassifications 218 1,240 142 - (1,600) -
Balance
as
at
06/30/2023
44,580 31,350 3,981 4,042 5,142 89,095

In the 1st half of 2024, Group capital expenditure in tangible fixed assets amounted to €12,092 thousand, made primarily by the Parent Company.

Capital expenditure in Plant and Machinery, amounting to €2,560 thousand, represents the biggest item of expenditure and it is related primarily to the expansion and upgrade of production lines. Capital expenditure in buildings, amounting to €448 thousand, instead concerned mainly works to upgrade the real estate housing the technical office of the Parent Company, as well as works to upgrade the leased properties of the subsidiary Cembre Ltd.

Work in progress includes €8,000 thousand in advances relating to assets, nearly entirely linked to the construction of two industrial buildings, at Cembre S.p.A.'s headquarters, covering a total of 15,000 m2. Investments for work in progress carried out in-house amounted to €288 thousand.

Land and
buildings
Plant and
Machinery
Other Assets Total
Historical cost 1,590 263 5 1,858
Accumulated amortisation (861) (263) (5) (1,129)
Balance as at 12/31/2023 729 - 729
Amortisation (20) - (20)
Balance as at 06/30/2024 709 - 709

2. INVESTMENT PROPERTY

The item includes only the property in Calcinate (BG), owned by Cembre S.p.A., which is no longer used for the Group activities.

Developm
ent costs
Patents Software Trade
marks
Other Work
in
progr
ess
and
advan
ces
Total
Historical cost 4,494 1,104 6,941 495 2,228 54 15,316
Accumulated
amortisation
(2,463) (1,038) (5,621) (280) (1,202) - (10,604)
Balance
as
at
12/31/2023
2,031 66 1,320 215 1,026 54 4,712
Increases 347 79 473 899
Currency
translation
differences
1 1

3. INTANGIBLE FIXED ASSETS

Amortisation (162) (37) (223) (25) (116) (563)
Reclassifications 28 (28) 0
Balance
as
at
06/30/2024
2,216 108 1,599 190 910 26 5,049

Intangible fixed assets refer almost entirely to the Parent Company Cembre S.p.A.. Software increases mainly refer to upgrades and additions to programs already in use. With regard to Development Costs, reference should instead be made to the Directors' Report on Operations.

4. GOODWILL

06/30/2024 12/31/2023 Change in
Goodwill 4,608 4,608 -

Goodwill was recognised in the financial statements of the German subsidiary Cembre GmbH in 2018, following the acquisition of IKUMA KG, which was subsequently merged into Cembre GmbH.

In the first half of 2024, there were no external or internal indicators of impairment that made it necessary to analyse the consistency of goodwill in advance of the testing normally carried out on the annual results. In fact, despite the difficulties encountered in the German market as a result of the generally stagnant economic situation, an examination of the results achieved in the first half of the year by the "Germany CGU" showed a satisfactory net profit and cash flows, which guarantee good financial balance, results that, also considering the estimates for the next few years set forth in the plan, guarantee the full recoverability of the value recorded in the financial statements.

5. RIGHT OF USE - LEASED ASSETS

In the 1st half of 2024, the item recorded the following changes:

Buildings Cars Total
Historical cost 8,990 2,640 11,630
Accumulated amortisation (4,003) (1,205) (5,208)
Balance as at 12/31/2023 4,987 1,435 6,422
Increases 15 865 880
Currency translation differences 93 2 95
Amortisation (556) (471) (1,027)
Closure of contracts
Balance as at 06/30/2024 4,539 1,831 6,370

The increases in contracts relating to cars are primarily represented by replacements of existing contracts that expired in the 1st half of the year.

It should be noted that Cembre Sarl signed a lease agreement for the new headquarters and a lease agreement for the new logistics centre in Lyon, effective July 2024. These contracts had no effect on the financial statements as at June 30, 2024.

6. OTHER NON-CURRENT ASSETS

06/30/2024 12/31/2023 Change in
Guarantee deposits 166 78 88
Total 166 78 88

7. INVENTORIES

06/30/2024 12/31/2023 Change in
Raw materials 19,296 15,893 3,403
Work in progress and semi-finished goods 16,271 14,792 1,479
Finished goods 36,498 37,283 (785)
Advances to goods suppliers 2,078 775 1,303
Total 74,143 68,743 5,400

The value of inventories is adjusted to its presumed realisable value through a provision

for slow-moving inventory amounting to €5,535 thousand. Changes in the provision in

2024 are shown in the table that follows:

06/30/2024 12/31/2023
Provision at beginning of the period 5,183 4,989
Accruals 463 868
Uses - (83)
Releases (112) (564)
Currency translation differences 1 (27)
Provision at end of the period 5,535 5,183

8. TRADE RECEIVABLES

06/30/2024 12/31/2023 Change in
Nominal receivables due from 56,844 43,276 13,568
customers
Provision for doubtful accounts
(939) (783) (156)
Total 55,905 42,493 13,412

Nominal trade receivables by geographical area are shown in the following table.

06/30/2024 12/31/2023 Change in
Italy 32,726 22,754 9,972
Europe 21,193 17,314 3,879

North America 2,049 2,210 (161)
Oceania 268 311 (43)
Middle East 355 311 44
Far East 59 104 (45)
Africa 112 272 (160)
Asia 82 - 82
Total 56,844 43,276 13,568

The average collection period increased from 64 days in the financial year 2023 to 77 days. From the schedule published at the end of this section, it appears that most receivables were not yet due at June 30, 2024.

The increase in the absolute value of receivables at June 30 compared to December 31 is mainly due to the higher volume of business in June 2024 compared to December 2023.

Changes in the provision for doubtful accounts are shown in the table that follows:
-- ------------------------------------------------------------------------------------- --
06/30/2024 12/31/2023
Provision at beginning of the 783 590
period
Accruals
157 236
Uses (1) (43)
Release of excess accrual - -
Currency translation differences - -
Provision at end of the period 939 783

The breakdown of receivables by maturity as at June 30, 2024 and December 31, 2023 is

shown below:

Situation as
at:
Not past
due
0-90
days
91-180
days
181-365
days
Over one
year
Under
litigation
Total
06/30/2024 51,846 3,960 678 225 95 40 56,844
12/31/2023 38,958 3,638 380 168 84 48 43,276

9. OTHER FINANCIAL ASSETS

As at December 31, 2023, this item comprised the amounts deposited in term current accounts maturing between January and May 2024.

10. OTHER ASSETS

06/30/2024 12/31/2023 Change
Receivables from employees 44 65 (21)
Advances to suppliers 538 307 231
Other 589 878 (289)
Total 1,171 1,250 (79)

The remaining item "Other" includes prepaid expenses relating to insurance and contractual maintenance, as well as receivables of Cembre SpA for INAIL advances.

11. SHAREHOLDERS' EQUITY

The share capital of the Parent Company amounts to €8,840 thousand, and is made up of 17 million ordinary shares with a par value of €0.52 each, fully subscribed and paid-up.

In the "Statement of changes in consolidated shareholders' equity", all changes in the different items that make up shareholders' equity are analyses.

At June 30, 2024, Cembre S.p.A. held 202,541 treasury shares, corresponding to 1.19% of its capital stock. Against these shares the Company recorded €3,844 thousand in a specific shareholders' equity reserve under liabilities.

On the fiftieth anniversary of the foundation of the company, the Shareholders' Meeting approved an incentive plan targeted at Company executives and middle managers, which provides for the annual assignment of rights to purchase ordinary Cembre S.p.A. shares and will last until 2025. Following the adoption of this plan, in compliance with the provisions of IFRS 2, a Stock Options Reserve was recognised, representative of the debt to beneficiaries of the plan itself, assuming the attainment of the performance targets established and continuity of the work relationship. At June 30, 2024, this reserve amounted to €313 thousand, while the effect in the income statement, included under personnel costs, amounted to €33 thousand.

Effective
interest
rate
Term
ending
06/30/2024 12/31/2023
Bank loans
Cembre S.p.A.
Current portion
BPER 421/05352136 3.45 May-29 3,254
Total non-current portion 3,254
Leasing liabilities - Non-current portion
Cembre S.p.A. 1,275 1,470
Cembre Ltd. 2,390 2,424
Cembre Sarl 93 123

12. CURRENT AND NON-CURRENT FINANCIAL LIABILITIES

Cembre España SLU 276 1
Cembre GmbH 65 107
Cembre Inc. 445 568
Total non-current portion 4,544 4,693
NON-CURRENT FINANCIAL LIABILITIES 7,798 4,693
Bank loans
Cembre S.p.A.
Current portion
BNL contract 6176728 6.08 Dec-24 99
BPER No. 421/05352136 3.45 May-29 746
UNICREDIT No. 131010566096 3.86 May-25 5,000
INTESA No. 161226308278636 3.85 Sept-24 5,000
BNL No. 2380SR 3.88 Oct-24 5,000
BNL GEFI No. 6176728 5.45 Dec-24 83
Total current portion 15,829 99
Bank overdrafts
Cembre INC - 27
Total - 27
Bank charges 47 2
Leasing liabilities - Current portion
Cembre S.p.A. 1,013 950
Cembre Ltd. 312 292
Cembre Sarl 103 113
Cembre España SLU 88 13
Cembre GmbH 157 195
Cembre Inc. 293 277
Total current portion 1,966 1,840
CURRENT FINANCIAL LIABILITIES 17,842 1,968

13. EMPLOYEE SEVERANCE INDEMNITY AND OTHER RETIREMENT BENEFITS

The item includes the Employee Severance Indemnity accrued for employees of the Parent Company; special retirement benefits, due in accordance with French regulations to persons employed in France at the time of retirement, are also included in the provision.

06/30/2024 12/31/2023
Opening balance 1,751 1,682
Accruals 579 1,522
Uses (269) (1,539)
Social security (INPS) treasury
provision
(313) 27
Actuarial effect - 59
Closing balance 1,748 1,751

As a rule, the actuarial effect is only updated annually, when preparing the annual financial statements. In fact, it is considered that this calculation has little effect in the preparation of the interim report.

14. PROVISIONS FOR RISKS AND CHARGES

Changes in provisions for risks and charges in the half-year are shown in the table below.

Supplementary
customer
allowances
Directors
variable
compensation
Personnel
incentives
Other
provisions
Total
As at December 31,
2023
273 165 193 60 691
Accruals 15 30 - 68 113
Use (142) (165) (193) (60) (560)
As at June 30, 2024 146 30 - 68 244

The provision for supplementary customer allowances was utilised against the conclusion of certain agency mandates.

The reduction of "directors variable compensation" by €165 thousand is coupled with the achievement of the targets set.

In accordance with Cembre S.p.A.'s remuneration policy, variable compensation has been allocated, recorded under costs for services, which will be disbursed if the objectives set by the Board of Directors are achieved.

The provision for personnel incentives was fully utilised during the year against the achievement of the objectives set.

The item "Other provisions" includes the amounts set aside by Cembre S.p.A. and Cembre Sarl to protect against the possible effects of disputes with customers.

15. DEFERRED TAX ASSETS AND LIABILITIES

Deferred tax assets and liabilities as at June 30, 2024 are summarised as follows:

06/30/2024 12/31/2023
Deferred tax assets
Reversal of unrealised intra-group profits in stock 2,192 1,934
Write-down of inventories 632 593

Provision for French personnel costs 53 53
Consulting capitalised by Cembre GmbH 129 129
Provision for doubtful accounts of the Parent Company 141 130
Differences on amortisation and depreciation of the Parent Company 279 271
Write-down of Calcinate property 34 34
Other 177 302
Gross deferred tax assets 3,637 3,446
Deferred tax liabilities
Average cost assessment of inventories by the Parent Company (613) (816)
Depreciation Cembre LTD (567) (550)
Reversal of German subsidiary product warranty provision (16) (16)
Reversal of land depreciation (24) (24)
Reassessment of land (1,652) (1,652)
Allocation of IKUMA investment purchase price (456) (495)
Discounting of employee termination indemnity (17) (17)
Other (4) -
Gross deferred tax liabilities (3,349) (3,570)
Net deferred tax liabilities 288 (124)

16. TRADE PAYABLES

06/30/2024 12/31/2023 Change in
Trade payables 17,040 14,414 2,626
Advances received from customers 350 415 (65)
Total 17,390 14,829 2,561

Trade payables by geographical area, in thousands of Euro, are disclosed in the table below.

06/30/2024 12/31/2023 Change in
Italy 12,311 12,469 (158)
Europe 4,010 1,866 2,144
Far East 315 13 302
North America 67 36 31
Other 337 30 307
Total 17,040 14,414 2,626

Average payment time it's substantially unchangerd from 45 days in 2023 to 46 days in

the 1st half of 2024.

17. OTHER PAYABLES

The item "Other payables" may be broken down as follows:

06/30/2024 12/31/2023 Change in
Payables to employees 6,474 4,258 2,216
Employee withholding taxes payable 583 1,368 (785)
VAT and similar foreign taxes payable 2,544 1,936 608
Commissions payable 351 523 (172)
Payables to Statutory Auditors and similar foreign 32 44 (12)
boards
Payables to directors
140 269 (129)
Social security payables 2,653 3,079 (426)
Payables for sundry taxes 372 287 85
Sundry items 396 25 371
Total 13,545 11,789 1,756

The increase in payables to employees, compared to December 31, 2023, is due to the accrual of amounts for holidays, thirteenth month pay and year-end bonuses that have already matured, but which will be paid in the coming months. The increase in VAT payables is due to the higher sales volume in June compared to December.

18. REVENUES FROM SALES AND SERVICES PROVIDED

1st half of 2024 1st half of 2023 Change in
Revenues from sales and services provided 119,513 117,642 1,871

In the 1st half of 2024, revenues rose by 1.6% on the corresponding period in the previous financial year. A total of 45.8% of Group sales were to Italian customers (5.2% more than in 2023), while sales in the rest of Europe (excluding Italy) represented 44.8% of total turnover (slight decline of 0.8% on the previous year). Turnover from non-European countries, equal to 9.4% of sales, decreased by 3.5% compared to the first half of 2023. In accordance with the relevant accounting standards, revenues are recognised net of discounts, allowances and premiums to customers and net of adjustments to customer bonus estimates relating to previous financial years.

19. OTHER REVENUES AND INCOME

Other operating revenues are made up as follows:

1st half of 2024 1st half of 2023 Change in
Capital gains 58 50 8
Insurance reimbursements 19 72 (53)
Reimbursements 226 162 64
Operating grants 34 16 18
Capital grants 176 110 66
Other 144 50 94
Total 657 460 197

Reimbursements relate primarily to transport costs charged to customers. Operating grants, as in 2023, refer to the amounts received for personnel training. With regard to capital grants, it should be noted that these are recognised against a tax credit for capital expenditure made in 2023.

20. COST OF SERVICES

The item is broken down as follows:

1st half of 2024 1st half of 2023 Change in
Subcontracted work 2,204 2,095 109
Electricity, heating and water 1,218 1,406 (188)
Transport of goods sold 1,839 1,841 (2)
Fuel 403 376 27
Travelling expenses 1,075 1,109 (34)
Maintenance and repair 1,863 1,867 (4)
Consulting 1,131 1,204 (73)
Advertising and promotion 659 578 81
Insurance 510 506 4
Compensation of corporate boards 536 537 (1)
Postage and telephone 214 220 (6)
Commissions 694 746 (52)
Security and cleaning 444 417 27
Bank services 90 90 0
Software maintenance fees 737 562 175
Sundry items 842 829 13
Total 14,459 14,383 76

The item "Travelling expenses" is due to commercial trends and to the increases in the air fares charged by the various companies. The item "Sundry items" primarily includes personnel research costs of €328 thousand and employee training costs of €199 thousand.

21. PERSONNEL COSTS

Personnel costs are broken down as follows:

1st half of 2024 1st half of 2023 Change in
Wages and Salaries 24,019 21,873 2,146
Social security charges 5,437 5,031 406
Employee Severance Indemnity 824 801 23
Retirement benefits 170 138 32
Other costs 794 611 183
Total 31,244 28,454 2,790

The item "Wages and salaries" includes €2,258 thousand related to the cost of temporary employment in the 1st half of 2024, incurred mainly by the Parent Company; in the 1st half of 2023, this component amounted to €2,196 thousand.

The item "Other costs" includes the provision for the Stock Option Reserve, amounting to €33 thousand.

Average number of employees by category:

1st half of 2024 1st half of 2023 Change in
Executives 19 21 (2)
White collars 447 418 29
Blue collars 339 327 12
Temporary workers 83 90 (7)
Total 888 856 32

Average number of employees by Group company:

Executives White
collars
Blue
collars
Outsourced
personnel
Total 1st
Half of
2024
Total 1st
Half of
2023
Change
Cembre S.p.A. 8 252 239 75 573 549 24
Cembre Ltd. 2 61 59 1 123 120 3
Cembre Sarl 4 24 5 2 35 36 (1)
Cembre España SLU 1 34 10 4 49 47 2
Cembre Inc. 1 34 4 1 40 40 -
Cembre GmbH 3 42 22 0 67 64 3
Total 19 447 339 83 888 856 32

22. OTHER OPERATING COSTS

The item is broken down as follows:

1st half of 2024 1st half of 2023 Change in
Sundry taxes 462 470 (8)
Losses on receivables 23 25 (2)
Capital losses 13 6 7
Donations 51 44 7
Membership fees 36 35 1
Ancillary expenses for production 31 59 (28)
Ancillary
general
and
administrative
expenses
34 105 (71)
Ancillary trade expenses 36 110 (74)
Other 247 70 177
Total 933 924 9

The residual item "Other" consists primarily of sundry expenses not otherwise classifiable.

23. INCREASES IN FIXED ASSETS FOR INTERNAL WORK

1st half of 2024 1st half of 2023 Change in
External supplies of components 320 505 (185)
External processing and treatment 17 8 9
Internal design and processing 231 314 (83)
Other 21 24 (3)
Total 589 851 (262)

This item represents the amount of costs capitalised by the Parent Company for the construction of equipment and dies built internally, as well as costs relating to development activities.

24. ACCRUALS TO PROVISIONS FOR RISKS AND CHARGES

The item is broken down as follows:

1st half of 2024 1st half of 2023 Change
Customer allowances 15 18 (3)
Other provisions 68 - 68
Total 83 18 65

25. FINANCIAL INCOME AND CHARGES

1st half of 2024 1st half of 2023 Change
Bank loans and overdrafts (73) (50) (23)
Interest on leased assets (101) (82) (19)
Other - (1) 1
Interest earned on bank account balances (174) (133) (41)
234 106 128
234 106 128
Total financial income and charges 60 (27) 87

26. INCOME TAXES

Income taxes are composed as follows:

1st half of 2024 1st half of 2023 Change
Current taxes (8,141) (8,706) 565
Deferred taxes 413 104 309
Net extraordinary gains - 32 (32)
Total (7,728) (8,570) 842

The difference between the effective tax rate and the theoretical tax rate is as follows:

1st half of 2024 1st half of 2023
Profit prior to taxes 28,551 32,450
Taxes (7,728) (8,570)
Effective tax rate 27.06% 26.41%
Theoretical tax rate (*) 27.90% 27.90%

(*)Tax rate of the Parent Company (IRES + IRAP)

On December 18, 2023 the Cembre Group renewed the agreement with Agenzia delle Entrate (the Italian Revenue Service) that defines the methods and criteria for calculation of the economic contribution to the production of business income by intangible fixed assets for the purposes of the so-called "Patent Box", with regard to tax years 2020-2024.

The agreement allowed the Group to obtain a tax benefit for 2020 of approximately €1,103 thousand, accounted for in the 2023 financial statements.

It was not yet possible to determine with certainty the similar tax benefit for the years 2021, 2022 and 2023 as clarifications are pending on the criteria to be applied for its proper calculation; therefore, this additional benefit will be accounted for when it can be determined with the required certainty. As at June 30, 2024, there were no temporary differences on which no deferred tax asset and/or liability had been recorded.

Deferred tax assets and liabilities are made up as follows:

1st half of 2024 1st half of 2023
Reversal of unrealised intra-group profits in stock 259 128
Write-down of inventories 39 (55)
Provision for doubtful accounts of the Parent Company 10 19
Differences on amortisation and depreciation of the Parent 8 (65)
Company
Average cost assessment of inventories by the Parent Company
203 42
Accelerated depreciation (16) (15)
Allocation of IKUMA investment purchase price 39 25
Other (128) 25
Prepaid/deferred taxes for the financial year 414 104

27. COMPREHENSIVE INCOME

The Cembre Group uses a single table to report its comprehensive income. In particular, the economic effects recorded directly under Shareholders' Equity are reported separately and result in an increase or decrease of net profit for the period. As at June 30, 2024, the only difference relates to foreign exchange translation differences, arising upon consolidation, on the translation into euro of the financial statements of companies whose functional currency is not the euro. As indicated in Note 13, at the time of preparation of the Interim Report, in view of the modest effects, the discounting of employee severance indemnity was not updated.

28. EARNINGS PER SHARE (BASIC AND DILUTED)

Basic earnings per share are calculated by dividing the net profit by the weighted average number of shares in circulation for the financial year, excluding treasury shares held at the end of the period, equal to 202,541.

Diluted earnings per share are determined by dividing the net profit by the weighted average number of shares in circulation in the period, excluding treasury shares, increased by the weighted number of shares that potentially could be added to those in circulation due to the stock option plan.

1st half of
2024
1st half of
2023
Group Net Profit (Euro '000) 20,823 23,880
Number of ordinary shares outstanding (Euro '000) 16,790 16,782
Basic earnings per share (Euro) 1.24 1.42
Weighted number of shares potentially eligible for allocation (Euro
'000)
18 20
Diluted earnings per share (Euro) 1.24 1.42

29. NET FINANCIAL POSITION

The net financial position of the Group amounted to a deficit of €6,196 thousand, down on December 31, 2023 due to capital expenditure made in the period and to the payment of dividends for the 2023 financial year.

At the reporting date, the Group had no outstanding debt involving covenants (equity/profit ratios) or negative pledges (limitation clauses). In respect of the "Guidelines on disclosure obligations pursuant to the prospectus regulation" set forth by ESMA, details of the Group Net Financial Position are provided below:

06/30/2024 12/31/2023
A Cash 12 5
B Bank deposits 19,432 20,877

C Other financial assets - 4,000
D Cash and cash equivalents (A+B+C) 19,444 24,882
E Current bank payables (15,876) (128)
F Current financial leasing liabilities (1,966) (1,840)
G Current financial indebtedness (E+F) (17,842) (1,968)
H Net current financial position (G+D) 1,602 22,914
I Non-current bank payables (3,254) -
J Non-current financial leasing liabilities (4,544) (4,693)
K Non-current financial indebtedness (I+J) (7,798) (4,693)
L Net financial position (H+K) (6,196) 18,221

30. DISCLOSURE ON RELATED PARTIES

Cembre S.p.A. signed leases with Tha Immobiliare S.p.A., with registered office in Brescia, and capital subdivided between Annamaria Onofri, Giovanni Rosani and Sara Rosani, members of the Board of Directors of Cembre S.p.A.

Among the assets leased to Cembre S.p.A. by third parties are an industrial building adjacent to the Company registered office measuring a total of 5,960 square meters on three floors, in addition to the Monza, Padua and Bologna sales offices. It is in Cembre S.p.A.'s interest to benefit from the continuity of office space reducing the risk of early termination of leases.

The invoices issued in the half-year relating to the above-mentioned contracts were all paid in full.

Cembre Ltd leases a complex of industrial buildings from Borno Ltd, a company controlled by Lysne S.p.A. (parent company of Cembre S.p.A.).

A summary of the amounts reported in the financial statements relating to the abovementioned contracts is provided below:

Net assets Non-current
liabilities
Current
liabilities
Amortisation Interest
expense
Leased assets from THA - Cembre
S.p.A.
894 664 529 255 16
Leased assets from Borno - Cembre
Ltd
2,497 2,308 260 145 51

Cembre S.p.A. does not have direct relationships with the parent company Lysne S.p.A. of any other nature than that of the exercise of shareholders rights on the part of the parent company. Lysne S.p.A. does not carry out any management or coordination activity with respect to Cembre S.p.A.

Remuneration of Directors and Statutory Auditors

In the 1st half of 2024, compensation for the Board of Directors and the Board of Statutory

Auditors amounted to:

Board of Statutory
Auditors
Directors
Emoluments as directors and auditors of Cembre 46 359
S.p.A.
Remuneration as employees
- 160
Other compensation 6
Non-monetary benefits 11

The item "Remuneration as employees" does not include contributions borne by the Company, amounting to €57 thousand.

Other fees relate to the function performed within the Supervisory Body.

Non-monetary benefits relate to the use of a company car and insurance policies underwritten in favour of directors.

The remuneration policy of Cembre S.p.A. includes a variable compensation linked to the achievement of medium-long term targets in favour of the Chairman and Managing Director. Such compensation will be paid out in case the targets set by the Board of Directors, upon proposal of the Remuneration Committee, are achieved. The provision for the first half of 2024 was estimated at €30 thousand.

31. RISK MANAGEMENT AND FINANCIAL INSTRUMENTS

The Group does not use derivative instruments to hedge against interest risk and currency exposure.

The short-term maturity of a large part of the financial instruments held is such that their carrying value is in line with their fair value of the same.

Risks connected with the market

The Group faces these risks with ongoing innovation, the widening of the product range and the upgrade of its production process, by implementing, also with the help of its foreign subsidiaries, targeted marketing policies and pursuing a policy of expansion on markets where the Group has less of a presence.

Interest rate risk

As at June 30, 2024, as shown in detail in Note 12, the Parent Company Cembre S.p.A. has loans in place. The nature of the rate applied and the relatively short-term maturity protect the Group from any fluctuations in interest rates.

Currency risk

Despite a strong international presence, the Group does not have a significant exposure to currency risk (on an operating or equity basis), as it operates mainly in the Euro area, the currency in which its trade transactions are mainly denominated.

Exposure to currency risk is determined mainly by some sales in US dollars and British pounds. The entity and volumes are not such as to have a significant impact on the Group results.

As described in the consolidation standards section, the financial statements of consolidated companies prepared in currencies other than the euro are translated into euro at the exchange rate published on the website of the Ufficio Italiano Cambi (Italian Foreign Exchange Office).

In addition to currency risk, the Group is also exposed to currency translation risk. As described in the consolidation standards section, in fact, the financial statements of consolidated companies prepared in currencies other than the Euro are translated into Euro at the exchange rate published on the website of the Bank of Italy.

In the table that follows we report the economic effect of possible fluctuations in exchange rates for the main financial items of consolidated companies operating outside the euro area.

Currency Change in
exchange
rate
Change in
Shareholders'
Equity
Change in
Turnover
Change in
Profit prior to
taxes
Cembre Ltd GBP 5% / -5% 934/(934) 791/(791) 62/(62)
Cembre Inc. USD 5% / -5% 398/(398) 380/(380) 2/(2)

In the income statement as at June 30, 2024, the item "Exchange gains (losses)" is a positive €140 thousand.

Liquidity risk

The exposure of the Group to liquidity risk is not material, as its financial position is balanced. The collection and payment cycle is also balanced, as shown by the ratio of current assets to current liabilities.

Credit risk

The Group exposure to credit risk relates exclusively to trade receivables.

As shown in Note 8, none of the areas in which the Group operates poses relevant credit risks.

Operating procedures limit the sale of products or services to customers who do not possess an adequate credit profile or who do not provide adequate guarantees. The receivables matured over 12 months and those under litigation are widely covered by the provision for doubtful accounts accrued. Moreover, Cembre S.p.A. has stipulated an insurance policy against commercial credit risk, allowing it to reduce further exposure to this kind of risk.

Risks linked to climate change

Climate change entails a broad spectrum of possible impacts for the Group arising from both physical and transition risks. When making new investments, the Group takes into account the possible future impacts that climate change may have on their usability and useful life. It also closely monitors regulatory developments and changes, such as new climate-related regulations and standards.

The Group believes that its business model and products will still be attractive following the transition to a low-emission economy.

Climate-related issues may increase the uncertainty of the estimates and assumptions regarding certain elements or items of the financial statements. For further discussion of this aspect, please refer to the section "Effects of Climate Change" in the sub-chapter "Use of estimates" of the chapter "ACCOUNTING STANDARDS AND VALUATION CRITERIA" in the explanatory notes to the consolidated financial statements at December 31, 2023. Please also refer to the "Risks and effects linked to climate change" section in the Report on Operations.

32. SUBSEQUENT EVENTS

No event having significant effects on the Group financial position or on the operating

performance occurred after the end of the 1st half of the year.

33. CONSOLIDATED COMPANIES

The scope of consolidation did not change during the 1st half of 2024.

Companies consolidated line-by-line are:

Company Registered office Share capital Share held as at
06/30/2024
Share held as
at 12/31/2023
Cembre Ltd Sutton Coldfield
(Birmingham - UK)
GBP 1,700,000 100% 100%
Cembre Sarl Morangis
(Paris - France)
EURO 1,071,000 100% 100%
Cembre España SLU Torrejón de Ardoz
(Madrid -Spain)
EURO 2,902,200 100% 100%
Cembre GmbH Munich
(Germany)
EURO 10,112,000 100% 100%
Cembre Inc. Edison
(New Jersey, US)
US\$ 1,440,000 100% 100%

Brescia, September 12, 2024

FOR THE BOARD OF DIRECTORS OF THE PARENT COMPANY CEMBRE S.P.A. The Chairman and Managing Director

Giovanni Rosani

Attestation of the Half-year Condensed Financial Statements

pursuant to art 154-bis Paragraph 5, of Legislative Decree 58 dated Feb. 24, 1998 "Consolidated Law on financial intermediation regulations" and subsequent integrations and updatings (Translation from the original Italian text)

The undersigned Giovanni Rosani and Claudio Bornati in their capacity respectively of, Managing Director and Manager responsible for preparing the financial reports of Cembre S.p.A., attest, pursuant to article 154-bis, paragraphs 3 and 4 of Legislative Decree no.58 dated February 24, 1998, as amended and integrated:

• the adequacy in relation to the characteristics of the company, and

• the application of

administrative and accounting procedures used in the preparation of the Half-year Condensed Financial Statements for the 1st Half of 2024.

It is furthermore attested that the Half-year Condensed Financial Statements for the 1st Half of 2024:

• have been prepared in accordance with International Financial Reporting Standards, as endorsed by the European Union through Regulation (EC) 1606/2002 of the European Parliament and Counsel dated July 19, 2002;

• correspond to the document results, books and accounting records;

• provide a fair and correct representation of the financial conditions, results of operations and cash flows of the Company and its consolidated subsidiaries.

It is furthermore attested that the Report on Operations includes reference to important events that occurred in the first six months of the year and their impact on the condensed consolidated interim financial statements, along with a description of the main risks and uncertainties for the six remaining months of the year, in addition to information on significant related-party transactions. The interim management statement also contains a reliable analysis of the information on significant transactions with related parties.

Brescia, September 12, 2024

Manager responsible for the Chairman and preparation of financial reports Managing Director

signed by: Claudio Bornati signed by: Giovanni Rosani

EY S.p.A. Via Rodolfo Vantini, 38 25126 Brescia

Tel: +39 030 2896111 | +39 030 226326

ey.com

Review report on the half-yearly condensed consolidated financial statements (Translation from the original Italian text)

To the Shareholders of Cembre S.p.A.

Introduction

We have reviewed the half-yearly condensed consolidated financial statements, comprising the consolidated statement of financial position, the consolidated comprehensive income statement, the statement of changes in the consolidated shareholders' equity and the consolidated statement of cash flows and the related explanatory notes of Cembre S.p.A. and its subsidiaries (the "Cembre Group") as of 30 June 2024. The Directors of Cembre S.p.A. are responsible for the preparation of the half-yearly condensed consolidated financial statements in conformity with the International Financial Reporting Standard applicable to interim financial reporting (IAS 34) as adopted by the European Union. Our responsibility is to express a conclusion on these half-yearly condensed consolidated financial statements based on our review.

Scope of Review

We conducted our review in accordance with review standards recommended by Consob (the Italian Stock Exchange Regulatory Agency) in its Resolution no. 10867 of 31 July 1997. A review of interim condensed consolidated financial statements consists of making inquiries, primarily of persons responsible for 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 International Standards on Auditing (ISA Italia) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on the half-yearly condensed consolidated financial statements.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the half-yearly condensed consolidated financial statements of Cembre Group as of June 30, 2024 are not prepared, in all material respects, in conformity with the International Financial Reporting Standard applicable to interim financial reporting (IAS 34) as adopted by the European Union.

Brescia, September 13rd, 2024

EY S.p.A. Signed by: Andrea Barchi, Auditor

This report has been translated into the English language solely for the convenience of international readers

CEMBRE SpA

Via Serenissima, 9 • 25135 Brescia ITALY Ph +39 030 3692.1 • Fax +39 030 3365766 www.cembre.com • [email protected]